Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL FILING TO
FORM S-6
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:
E. Title of Securities being registered: Survivorship Flexible Premium
Adjustable Variable Life Insurance
Policy
F. Approximate date of proposed as soon as practicable after the
Public offering: effective date of this Registration
Statement.
Pursuant to Rule 24-F-2 of the Investment Company Act of 1940, Registrant
registers an indefinite number or amount of its variable life insurance
contracts under the Securities Act of 1933 pursuant to Rule 24F-2 under the
Investment Company Act of 1940. The Rule 24F-2 notice for Registrant's fiscal
year ending December 31, 1998 was filed on February 20, 1999.
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall become effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on such date as
the Commission, acting pursuant to said section, may determine.
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.
3 Cover Page.
4 Sales and Other Agreements.
5 The Separate Account.
6 Not Applicable.
7 Not Applicable.
8 Appendix F. Financial Statement.
9 Legal Proceedings.
10 Detailed Description of Policy Features; Investment Options; Other
Policy Information.
11 Investment Options.
12 Investment Options; Sales and Other Agreements.
13 Introduction; Detailed Description of Policy Features.
14 Detailed description of Policy Features.
15 Premiums; Exhibit 99(11).
16 Introduction; The Separate Account.
17 Detailed description of Policy Features; Exhibit 99(11).
18 The Separate Account.
19 Other Information.
20 Not Applicable.
21 Policy Loan Privilege.
22 Not Applicable.
23 Bonding Arrangement.
24 Detailed Description of Policy Features; Other Information; Investment
Options.
25 Other Information.
26 Other Information; The Investment Options.
27 Other Information.
28 Appendix E: Directors and Executive Officers.
29 Other Information.
30 Other Information.
2
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
31 Not Applicable.
32 Not Applicable.
33 Not Applicable.
34 Not Applicable.
35 Sales and Other Agreements.
36 Not Applicable.
37 Not Applicable.
38 Sales and Other Agreements.
39 Sales and Other Agreements.
40 Sales and Other Agreements.
41 Sales and Other Agreements.
42 Not Applicable.
43 Sales and Other Agreements.
44 The Separate Account.
45 Not Applicable.
46 Account Value and Net Surrender Value; The Separate Account.
47 The Separate Account.
48 Not Applicable.
49 Not Applicable.
50 Not Applicable.
51 Detailed Description of Policy Features; Other Policy Information.
52 Investment Options.
53 Federal Income Tax Considerations.
54 Not Applicable.
55 Not Applicable.
56 Not Applicable.
57 Not Applicable.
58 Not Applicable.
59 Appendix F. (to be filed)
3
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy*
Issued by Massachusetts Mutual Life Insurance Company
This prospectus describes a survivorship life insurance policy (the "policy")
offered by Massachusetts Mutual Life Insurance Company ("MassMutual"). While the
policy is in force, it provides lifetime insurance protection on the two
Insureds named in the policy. It pays a death benefit at the death of the
surviving Insured (the "second death").
In this prospectus, "you" and "your" refer to the Owner of the policy. "We,"
"us," and "our" refer to MassMutual.
The policy provides premium payment and death benefit flexibility. It permits
you to vary the frequency and amount of premium payments and to increase or
decrease the death benefit. This flexibility allows you to meet changing
insurance needs under a single insurance policy.
You may allocate net premiums and account value among the divisions of the
Separate Account offered under this policy and a Guaranteed Principal Account
(the "GPA"). Each division invests in shares of a designated investment fund.
Currently, the funds listed at right are available under this policy.
You bear the investment risk of any account value allocated to the investment
funds. The death benefit may vary, and the net surrender value will vary,
depending on the investment performance of the funds.
This policy is not a deposit or obligation of, or guaranteed or endorsed by, any
financial institution. It is not insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other federal agency. It is also
subject to investment risks, including loss of the principal amount invested.
We service the policy at our Administrative Office located at 1295 State Street,
Springfield, Massachusetts 01111-0001. Our telephone number is (413) 788-8411.
Our Home Office is located in Springfield, Massachusetts.
This policy provides insurance protection. It is not a way to invest in mutual
funds. Replacing an existing life insurance policy with this policy may not be
to your advantage.
Please read this prospectus and keep it for further reference.
This prospectus is not an offer to sell the policy in any jurisdiction where it
is illegal to offer the policy or to anyone to whom it is illegal to offer the
policy.
*Title may vary in some jurisdictions.
MML Series Investment Fund
- --------------------------
MML Equity Fund
MML Money Market Fund
MML Managed Bond Fund
MML Blend Fund
MML Equity Index Fund
MML Small Cap Value Equity Fund
MML Growth Equity Fund
MML Small Cap Growth Equity Fund
Oppenheimer Variable Account Funds
- -----------------------------------
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Bond Fund/VA
Variable Insurance Products Fund II
- -----------------------------------
Fidelity's VIP II Contrafund(R) Portfolio
T. Rowe Price Equity Series, Inc.
- ---------------------------------
T. Rowe Price Mid-Cap Growth Portfolio
American Century Variable Portfolios, Inc.
- ------------------------------------------
American Century's VP Income & Growth Fund
BT Insurance Funds
- -------------------
Bankers Trust's Small Cap Index Fund
Goldman Sachs Variable Insurance Trust
- --------------------------------------
Goldman Sachs Capital Growth Fund
Janus Aspen Series
- ------------------
Janus Aspen Capital Appreciation Portfolio
Janus Aspen Worldwide Growth Portfolio
Templeton Variable Product Series Fund
- --------------------------------------
Templeton International Fund
Neither the United States Securities and Exchange Commission nor any state
securities commission has approved this prospectus or determined that it is
accurate or complete. Any representation to the contrary is a criminal offense.
This prospectus is valid only when accompanied by the prospectuses for the
investment funds. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that is filed with the Commission.
EFFECTIVE FEBRUARY, 2000
Table of Contents
I. INTRODUCTION .................................................3
II. DETAILED DESCRIPTION OF
POLICY FEATURES
Purchasing the Policy .......................................6
Death Benefit ...............................................6
Premiums ....................................................8
Transfers ...................................................9
Policy Termination and Reinstatement .......................10
Charges and Deductions .....................................11
Deductions from Premiums ...................................11
Monthly Charges Against the
Account Value .............................................11
Daily Charges Against the
Separate Account ..........................................12
Surrender Charges ..........................................12
Other Charges ..............................................12
Special Circumstances ......................................12
Account Value and Net
Surrender Value ...........................................13
Policy Loan Privilege ......................................14
III. INVESTMENT OPTIONS
The Guaranteed Principal Account ...........................16
The Separate Account .......................................16
Fund Profiles ..............................................17
The Funds ..................................................19
The Investment Advisers ....................................12
IV. OTHER POLICY INFORMATION
When We Pay Proceeds .......................................24
Payment Options ............................................24
Beneficiary ................................................25
Assignment .................................................25
Limits on Our Right to Challenge
the Policy ................................................25
Error of Age or Gender .....................................26
Suicide ....................................................26
Additional Benefits You Can Get
by Rider ..................................................26
Sales and Other Agreements .................................26
V. OTHER INFORMATION
MassMutual..................................................28
Annual Reports..............................................28
Federal Income Tax Considerations...........................28
Your Voting Rights..........................................30
Reservation of Rights.......................................30
Bonding Arrangement.........................................31
Legal Proceedings...........................................31
Year 2000...................................................31
Experts.....................................................31
Appendix A
Definition of Terms ........................................32
Appendix B
Examples of Death Benefit
Option Changes ...........................................34
Appendix C
Rates of Return.............................................36
Appendix D
Illustration of Death Benefits,
Net Surrender Values, and
Accumulated Premiums .....................................40
Appendix E
Directors of MassMutual ....................................53
Executive Vice Presidents ..................................55
Appendix F
Financial Statements .....................................FF-1
2 Table of Contents
I. Introduction
Please refer to Appendix A, Glossary for definitions of the terms contained in
this prospectus.
You should consult your policy for more information about its terms and
conditions, and for any state-specific variations that may apply to your policy.
These variations will depend on the "contract state" of your policy; it is
usually the state or other jurisdiction in which you live.
The Policy is a life insurance contract providing a death benefit, an account
value, surrender rights, policy loan privileges, and other features
traditionally associated with life insurance. The policy is a "survivorship"
policy because it provides life insurance on two insured lives and pays a death
benefit at the time of the second death.
There is no fixed schedule of premium payments. You may establish a schedule of
premium payments ("planned premium payments"), but if a planned premium payment
is not made the policy will not necessarily terminate. If planned premium
payments are made they do not guarantee a policy will remain in force. The
policy allows you to match premium payments to your income flows or other
financial decisions.
You may increase or decrease the death benefit and change the Death Benefit
Option under the policy. Further, the death benefit may vary, and the net
surrender value will vary, with the investment experience of the investment
funds in which an Owner has account value. The GPA interest rate is declared and
guaranteed each calendar year. This guaranteed calendar-year rate will not be
less than 3%; it may be greater than 3%. We may credit interest periodically at
rates that exceed this guaranteed rate.
The following diagram summarizes how the policy works.
HOW THE POLICY WORKS
Premium Payment
We deduct a premium
expense charge from each premium
payment (graphic arrow to "Net
Premium")
Net Premium
We allocate the net premium and
account value among the
divisions of the Separate Account
and the GPA based on the
percentages you have chosen
Investment Earnings (graphic arrow to "Account Account Value Charges
Value")
Each day we credit or debit the ----------------------------------- Each month we deduct for
investment earnings or losses of the administrative, insurance, and
divisions of the Separate Account less Account Value rider expenses.
fund investment management fees
and separate account fees. You determine how the account Owner Access to
(graphic arrow to "Account Value") value is allocated among the Account Value
available investment options. You may access account values
(graphic arrows to "Account through loans and withdrawals
We also credit interest on values Value Charges", "Owner Access after the first Policy Year.
in the GPA. to Account Value", "Death
Benefit", "Policy Surrender")
-----------------------------------
Death Benefit Policy Surrender
You have a choice of three Death During the first 14 years of coverage,
Benefit Options. You can change the if you surrender all of your coverage or
Option at a later date. decrease your policy Face Amount, we
deduct a surrender charge from any
amount we pay you.
Introduction 3
All expense charges and deductions are described in Charges and Deductions in
Part II.
A summary of the product and separate account charges follows.
CURRENT RATE GUARANTEED RATE
- ----------------------------------------------------------------------------------------------------------------------
Premium Expense Charge All Coverage Years: 8.5% of premium up All Coverage Years: 10.5% of premium up to
to Premium Expense Factor; 3% of premium Premium Expense Factor; 7.5% of premium
over Premium Expense Factor. over Premium Expense Factor.
- ----------------------------------------------------------------------------------------------------------------------
Administrative Charge Policy Years 1-10: $12 per month per All Policy Years: $12 per month per
policy. policy.
Policy Years 11+: $8 per month per policy.
- ----------------------------------------------------------------------------------------------------------------------
Face Amount Charge A rate that varies by the Issue Ages, A rate that varies by the Issue Ages,
genders, and risk classifications of the genders, and risk classifications of the
Insureds, and the year of coverage. The Insureds, and the year of coverage. The
monthly rate, per $1,000 of Face Amount, monthly rate, per $1,000 of Face Amount,
ranges from: ranges from:
Coverage Years 1-10: $0.05 to $0.17 Coverage Years 1-10: $0.08 to $0.20
Coverage Years 11+: $0.00 Coverage Years 11+: $0.00
- ----------------------------------------------------------------------------------------------------------------------
Insurance Charges A per-thousand rate applied to the For standard risks, the guaranteed cost
insurance risk each month. The rate of insurance rates are based on the
varies by the Issue Ages, genders, and Commissioners 1980 Standard Ordinary
risk classifications of the Insureds, (CSO) Mortality Tables.
and the year of coverage.
- ----------------------------------------------------------------------------------------------------------------------
Mortality and Expense All Policy Years: 0.25% on an annual All Policy Years: 0.60% on an annual
Risk Charge basis of daily net asset value of the basis of daily net asset value of the
Separate Account. Separate Account.
- ----------------------------------------------------------------------------------------------------------------------
Investment Management (See separate table on next page.)
Fees and Other Expenses
- ----------------------------------------------------------------------------------------------------------------------
Loan Rate Expense Charge Policy Years 1-10: 0.50% of loaned All Policy Years: 0.80% of loaned amount.
amount.
Policy Years 11+: 0.25% of loaned amount.
- ----------------------------------------------------------------------------------------------------------------------
Withdrawal Fee $25 $25
- ----------------------------------------------------------------------------------------------------------------------
Surrender Charges Coverage Years 1-5: Based on the Coverage Years 1-5: Based on the
Target Premium (but not to exceed Target Premium (but not to exceed $45
$45 per thousand of Face Amount). per thousand of Face Amount).
Coverage Years 6-14: The preceding year Coverage Years 6-14: The preceding year
surrender charge reduced by 10% of the surrender charge reduced by 10% of the
first-year surrender charge. first year-surrender charge.
- ----------------------------------------------------------------------------------------------------------------------
The Premium Expense Factor referenced above is used to determine the premium
expense charge and sales compensation. The Premium Expense Factor is shown in
the policy; it can be quoted upon request before the policy is issued. Examples
of current Premium Expense Factors per $1,000 of Face Amount, for a Male and
Female, both Non-tobacco risk class, are: Both Age 25 - $2.48; Both Age 55 -
$11.45; Both Age 85- $58.32. The Premium Expense Factor for your policy will be
based on the Issue Ages, genders, and risk classes of the Insureds, and on the
Face Amount.
The Target Premium referenced above is used to determine surrender charges.
Although the Target Premium is not shown in the policy, the surrender charges
are listed in the policy; they can be quoted upon request before the policy is
issued. Examples of current Target Premiums per $1,000 of Face Amount, for a
Male and Female, both Non-tobacco risk class, are: Both Age 25 - $2.48; Both Age
55 - $11.45; Both Age 85 - $58.32. The Target Premium for your policy will be
based on the Issue Ages, genders, and risk classes of the Insureds, and on the
Face Amount.
4 Introduction
INVESTMENT MANAGEMENT FEES
AND OTHER EXPENSES
Total fund operating expenses expressed as a percentage of average net assets
for the year ended December 31, 1998.
Total Fund
Management Other Operating
Fund Name Fees Expenses Expenses
- ---------------------------------- -------------- ------------ --------------
MML Equity Fund 0.37% 0.00% 0.37%
MML Money Market Fund 0.46% 0.03% 0.49%
MML Managed Bond Fund 0.45% 0.03% 0.48%
MML Blend Fund 0.37% 0.00% 0.37%
MML Equity Index Fund 0.30% 0.20% 0.50%
MML Small Cap Value Equity Fund 0.39% 0.05% 0.44%
MML Growth Equity
MML Small Cap Growth Equity
Oppenheimer Aggressive Growth Fund/VA 0.69% 0.02% 0.71%
Oppenheimer Global Securities Fund/VA 0.68% 0.06% 0.74%
Oppenheimer Capital Appreciation Fund/VA 0.72% 0.03% 0.75%
Oppenheimer Strategic Bond Fund/VA 0.74% 0.06% 0.80%
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Bond Fund/VA
Fidelity's VIP II Contrafund(R) Portfolio* 0.59% 0.07% 0.66%
T. Rowe Price Mid-Cap Growth Portfolio 0.85% 0.00% 0.85%
American Century's VP Income & Growth Fund N/A N/A 0.70%
Bankers Trust's Small Cap Index
Goldman Sachs Capital Growth
Janus Aspen Capital Appreciation Growth Portfolio
Janus Aspen Worldwide Portfolio
Templeton International
- --------------------------------------------------------------------------------------------------------------------
*A portion of the brokerage commissions that Contrafund pays was used to reduce
the Other Expenses for the Fund. In addition, Contrafund, or the investment
manager on behalf of the Fund, entered into an arrangement with a Fund custodian
whereby credits realized as a result of non-invested cash balances were used to
reduce custodian expenses. Without such reductions, the Other Expenses would
have been 0.11%, increasing the Total Fund Operating Expenses to 0.70%.
Introduction 5
II. Detailed Description of Policy Features
Purchasing the Policy
To purchase a policy you must send a completed application to our Administrative
Office. The minimum Initial Face Amount of a policy is currently $100,000. The
policy can be issued for two Insureds where the older Insured is between the
ages of 18 and 90 inclusive, and the younger Insured is between the ages of 18
and 85 inclusive. Before issuing a policy, we will require evidence of
insurability. This usually will require a medical examination.
We determine whether to accept or reject the application for the policy and the
Insureds' risk classifications. If we do not accept the application, we will
refund any premium paid.
Coverage under the policy becomes effective on the Issue Date of the policy or,
if later, the date the first premium is paid. See Premiums for more about the
first premium. For the first premium to be paid, we must receive it in good
order.
Unisex Policy. Policies generally are issued with values that vary based on the
genders of the Insureds. Policies purchased as part of an employee benefit plan
may be "unisex"; that is, they have policy values that do not vary by gender.
References in the prospectus to sex-distinct policy values are not applicable to
unisex policies. Upon request we will provide you illustrations showing the
effect of unisex rates on premiums, net surrender values and death benefits.
Right to Return the Policy. Once you receive your policy, you should review it
carefully. If you are not satisfied with your policy, you may cancel it within
10 days after you receive it. (This period of time may vary by state.)
To cancel the policy, return it to us at our Administrative Office, to the agent
who sold the policy, or to one of our agency offices. If you cancel your policy,
we will give you a refund.
In most states, this refund is the sum of:
(i) any premium paid for the policy; plus
(ii) any interest credited to the policy under the GPA; plus or minus
(iii) an amount reflecting the investment experience of the divisions of the
Separate Account under this policy to the date we receive the policy;
minus
(iv) any amounts withdrawn and any policy debt.
In other states, this refund is equal to any premium paid for the policy,
reduced by any amounts withdrawn and any policy debt.
Consult your policy to determine which refund applies under your policy. A few
states have variations of these two refund types.
Death Benefit
While the policy is in force, we will pay the death benefit to the named
Beneficiary at the second death. Although we normally will pay the death benefit
within seven days of receiving satisfactory proof of the Insureds' deaths, we
may delay payments under certain circumstances. All or part of the death benefit
can be paid in cash or under one or more of the payment options described in the
policy.
Minimum Death Benefit. In order to qualify as life insurance under Internal
Revenue Code ("IRC") Section 7702, the policy has a minimum death benefit
determined by one of two compliance tests. You choose the test when you apply
for the policy. You cannot change your choice of test after the policy is
issued.
Under one test, the Cash Value Test, the minimum death benefit is equal to a
percentage of the account value. The percentage depends on the genders (male,
female, unisex), tobacco classifications, and Attained Ages of both Insureds.
Under the other test, the Guideline Premium Test, the minimum death benefit also
is equal to a percentage of the account value, but the percentage varies only by
the Attained Age of the younger Insured. The percentages are shown in the
policy.
6 Detailed Description of Policy Features
Your choice of the Guideline Premium Test or the Cash Value Test will depend on
how you intend to pay premiums. In general, if you intend to pay premiums in
early policy years only, the Cash Value Test may be more appropriate. If you
intend to pay level premiums over a long period of years, the Guideline Premium
Test may be more appropriate. You should see policy illustrations of both
approaches to determine how the policy works under each approach, and which is
best for you.
Death Benefit Options. The death benefit is the benefit provided under the Death
Benefit Option in effect on the date of the second death. This benefit is
reduced by any outstanding policy debt and any due but unpaid premium needed to
avoid policy termination. You may choose one of three Death Benefit Options:
(a) Option 1 (a level amount option) or
(b) Options 2 or 3 (variable amount options).
You choose the Death Benefit Option in the application and you may change the
option at a later date subject to certain restrictions described in Changes in
Death Benefit Option.
The death benefit provided by Options 1, 2 and 3 is as follows.
Option 1 - The benefit is the greater of:
(a) the Face Amount on the date of the second death; and
(b) the minimum death benefit on the date of the second death.
Option 2 - The benefit is the greater of:
(a) the Face Amount plus the account value on the date of the second death; and
(b) the minimum death benefit on the date of the second death.
Option 3 - The benefit is the greater of:
(a) the Face Amount plus the premiums paid less any premiums refunded under the
policy to the date of the second death; and
(b) the minimum death benefit on the date of the second death.
See Appendix B for examples of how changes in account value and the amount of
premiums paid may affect the death benefit of a policy.
Changes in Death Benefit Option. After the first Policy Year, you may change the
Death Benefit Option. You must provide a written application and you may have to
provide evidence that the Insureds still are insurable. The effective date of a
change will be the Monthly Charge Date on or preceding the date we approve the
change. A change in the Death Benefit Option will result in a change of the
policy Face Amount. The death benefit under the new Death Benefit Option will be
the same as the death benefit under the old Death Benefit Option at the time of
the change.
You cannot change the Death Benefit Option if:
1. the Face Amount is reduced to less than $100,000 as a result of the change,
2. the Attained Age of the younger Insured has reached 85, or of the older
has reached 90; or
3. only one of the Insureds is alive.
When the policy Face Amount changes as a result of a change in the Death Benefit
Option, the monthly charges also will change. The change in Face Amount also may
change the charges for certain additional benefits. The change in Face Amount
will not change the policy surrender charge.
For examples of Death Benefit Option changes and how they impact the contract,
see Appendix B.
Changes in Face Amount. You may request an increase or decrease in the Face
Amount by submitting a written request for a change of Face Amount to our
Administrative Office. The Face Amount change will be effective on the Monthly
Charge Date on or preceding our approval of the request.
Increases in Face Amount. You must provide us with a written application and
evidence the Insureds still are insurable to increase your Face Amount. An
increase may not be less than $50,000. You may not increase the Face Amount of
the policy after the younger Insured reaches Attained Age 85, or , if earlier,
after the older Insured reaches Attained Age 90.
If you increase the policy Face Amount, the monthly charges will increase.
Decreases in Face Amount. After the first Policy Year, you may decrease the
policy Face
Detailed Description of Policy Features 7
Amount at any time (except during the 12-month period following a Face Amount
increase). You must send a written request to us. You may not decrease the Face
Amount if the decrease would result in a Face Amount of less than $100,000.
If you decrease the Face Amount, a surrender charge may apply. We will deduct
surrender charges from the division(s) of the Separate Account and from the GPA
in proportion to the non-loaned values in each.
A decrease will reduce the Face Amount in the following order:
(a) the Face Amount of the most recent increase; then
(b) the Face Amounts of the next most recent increases successively; and last
(c) the Initial Face Amount.
If you decrease the Face Amount the monthly charges deducted from the account
value will decrease.
If you decrease the Face Amount, the policy may become a "modified endowment
contract" under federal tax law. Consult your tax adviser. (See also Modified
Endowment Contracts in Part V.)
Premiums
The first premium must be paid before the policy can become effective.
Thereafter, within limits you may make premium payments at any time and in any
amount. Net premiums are allocated to the account value as you choose.
First Premium. Generally, you determine the first premium you want to pay for
the policy; but it must be at least equal to the minimum initial premium. The
minimum initial premium depends on your chosen premium frequency, Initial Face
Amount and Death Benefit Option, and on the Issue Age, gender, and risk
classification of each Insured.
Planned Premiums. When applying for the policy, you select the planned premium
amount and the payment frequency (annual, semiannual, quarterly, or monthly
check service). The planned premium must be at least $20. The amount of the
planned premium and the payment frequency you select are shown in the policy. We
will send you premium notices based on your selections. To change the amount and
frequency of planned premiums, send a written notice to us at our Administrative
Office.
If a planned premium payment is not made, the policy will not necessarily
terminate. Conversely, making planned premium payments does not guarantee the
policy will remain in force. To keep the policy in force, you must either have a
sufficient account value or meet the safety test. See Grace Period and
Termination.
Premium Payments and Flexibility. After you have paid the first premium, within
limits you may pay any amount at any time while at least one Insured is living.
Send all premium payments to us either at our Administrative Office or at the
address shown on the premium notice.
You may elect to pay premiums by pre-authorized check. Under this procedure, we
automatically deduct premium payments each month from a bank account you
designate. We will not send a bill for these automatic payments.
Premium Limitations. The minimum premium payment is $20.
If you choose the Cash Value Test to qualify your policy as life insurance, the
maximum premium each Policy Year is the greatest of:
(a) an amount equal to $100 plus double the Premium Expense Factor for the
policy;
(b) the amount of premium paid in the preceding Policy Year; and
(c) the highest premium payment amount that would not increase the insurance
risk (see Insurance Charges).
We may refund any amount of premium payment that exceeds the Cash Value Test
limit.
If you choose the Guideline Premium Test, the maximum premium for each Policy
Year is the lesser of:
(a) the maximum premium for the Cash Value Test; and
(b) the Guideline Premium Test amount which will be stated in the policy.
If you choose the Guideline Premium Test, we will refund any amount of premium
payment that exceeds the Guideline Premium Test limit. In
8 Detailed Description of Policy Features
this case, you may instead increase the Face Amount, by meeting the requirements
for the increase, so that the premium payment is within the increased premium
limit. Otherwise, the policy would no longer qualify as life insurance under
federal tax law.
Allocating Net Premiums. A net premium is a premium payment we receive in good
order, minus the premium expense charge.
Net Premiums Received through Issue Date. We will allocate any net premiums
received through the Issue Date of the policy to our general investment account.
Any net premiums received before the Policy Date will be allocated as of that
Date. We will credit interest at the rate(s) we use for the GPA during that
time.
Register Date and Valuation Date. net premiums credited to the policy on and
after the Register Date will be allocated among the divisions and the GPA
according to your net premium allocation. Also, any values in the policy held
before the Register Date will be allocated on that Date among the divisions and
the GPA according to your net premium allocation on that Date.
The Register Date must be a Valuation Date. A Valuation Date is any date on
which the New York Stock Exchange is open for trading.
We set the Register Date for the policy. It depends on the type of refund
offered under the Right To Return provision in your policy. Refer back to
Purchasing the Policy for information about this provision.
If the refund includes interest and investment experience, the Register Date is
the Valuation Date that is on, or next follows, the later of:
(a) the day after the Issue Date of the policy; and
(b) the day we receive the first premium payment in good order.
If the refund does not include interest or investment experience:
1. The Register Date is the first Valuation Date after the end of the Right To
Return period;
2. Any net premiums received after the Issue Date but before the Register Date
will be allocated to the Money Market division; and
3. Any values in the policy held as of the Issue Date will be allocated to the
Money Market division on the first Valuation Date after the Issue Date.
Net Premium Allocation. When applying for the policy, you indicate how you want
net premiums allocated among the divisions and the GPA. You may change your net
premium allocation at any time. Just send a written notice to us at our
Administrative Office.
You may set your net premium allocation in terms of whole-number percentages
that add to 100%. (Also see Overall Limitation on Net Premium Allocations and
Transfers.)
Transfers
You may transfer all or part of the account value invested in a division of the
Separate Account to any other division or to the GPA. Simply send us a written
request. Although currently there is no limit on the number of transfers you may
make, we reserve the right to limit the number to no more than one every 90
days. If we impose a limit, it would not apply to a transfer of all funds in the
Separate Account divisions to the GPA or to transfers made in connection with
any automated-transfer program we offer.
We limit transfers from the GPA to the Separate Account divisions to one each
Policy Year. You may not transfer more than 25% of the fixed account value (less
any policy debt) at the time of the transfer. There is one exception to this
rule. If you:
. have transferred 25% of the fixed account value each year for three
consecutive Policy Years; and have neither
. allocated net premiums in the GPA, nor
. transferred any money into the GPA during these three Years; then
you may transfer the remainder of the fixed account value (less any policy debt)
out of the GPA in the succeeding Policy Year. In this case,
Detailed Description of Policy Features 9
you must transfer the full amount out of the GPA in one transaction.
Any transfer is effective on the Valuation Date at the price next determined
after we receive the request in good order at our Administrative Office. We do
not charge for transfers.
Overall Limitation on Net Premium Allocations and Transfers. You may allocate
net premiums and transfer amounts to up to 16 divisions over the life of the
policy. We reserve the right to increase this limit.
In addition, we may need to further limit access to divisions of the Separate
Account, so the policy will continue to qualify as life insurance. See Investor
Control, under Federal Income Tax Considerations, in Section V. Other
Information, for more information.
Policy Termination and Reinstatement
The policy will not terminate simply because you do not make planned premium
payments. Conversely, making planned premium payments does not guarantee that
the policy will remain in force.
The policy may terminate if its account value cannot cover the monthly charges
and the safety test is not met.
If the policy does terminate, you may be permitted to reinstate it.
Grace Period and Termination. The policy may terminate without value if:
. its account value, less any outstanding policy debt, on a Monthly Charge
Date cannot cover the monthly charges due; and
. the safety test is not met on that Date.
However, we allow a grace period for payment of the premium amount (not less
than $20) needed to avoid termination. We will mail you a notice stating this
amount.
The policy will terminate without value if we do not receive the required
payment by the end of the grace period.
Grace Period. The grace period begins on the date the monthly charges are due.
It ends 61 days after that date or, if later, 31 days after the date we mail the
notice stating the amount needed.
During the grace period, the policy will stay in force. If the second death
occurs during the grace period, the death benefit will be payable. In this case,
any due but unpaid premium amount needed to avoid termination will be deducted
from the death benefit.
Safety Test. (Not available in New York) The safety test allows you to keep the
policy in force, regardless of the account value of the policy, by making
minimum premium payments. But the safety test can be met only during the
Guarantee Period stated in the policy.
The Guarantee Period has an associated monthly Guarantee Premium. The amount of
the Guarantee Premium depends on the Issue Age, gender, and risk classification
of each Insured, and on the Face Amount and Death Benefit Option.
During the Guarantee Period, the safety test is met if (A) equals or exceeds
(B), defined as:
(A) premiums paid less any amounts withdrawn, accumulated at an effective
annual interest rate of 3%;
(B) monthly Guarantee Premiums paid on each Monthly Charge Date beginning on
the Policy Date, accumulated at an effective annual interest rate of 3%.
In (A) above, we exclude any premiums refunded (see Premium Limitations).
Example:
The policy is in the Guarantee Period. The monthly Guarantee Premium is $25.
You have made premium payments of $35 on each Monthly Charge Date beginning on
the Policy Date. In this case, the safety test is met. Even if the account
value cannot cover the monthly charges, the policy will stay in force.
Generally, the Guarantee Period is the first five Policy Years. Consult your
policy for the Guarantee Period available to you.
Reinstating Your Policy. If your policy terminates, you may reinstate it--that
is, put it
10 Detailed Description of Policy Features
back in force. But you may not reinstate your policy if:
. you surrendered it; or
. five years have passed since it terminated; or
. the younger Insured's Attained Age exceeds 99; or
. an Insured has died since the policy terminated.
Requirements to Reinstate Your Policy. To reinstate your policy, we will need:
1. a written application to reinstate;
2. evidence, satisfactory to us, that each Insured living when the policy
terminated still is insurable; and
3. a premium payment sufficient to keep the policy in force for three months
after reinstatement. The minimum amount of this premium payment will be
quoted on request.
Policy after You Reinstate. If you reinstate your policy, the Face Amount will
be the same as it was when it terminated. Your account value at reinstatement
will be the premium paid at that time, reduced by the premium expense charge and
any monthly charges then due. (Monthly charges for the period before
reinstatement are not recovered.) Surrender charges after reinstatement will
apply as if the policy had not terminated. However, if the surrender charge was
taken when the policy terminated, then the applicable surrender charges will not
be reinstated.
If you reinstate your policy, it may become a "modified endowment contract"
under current federal tax law. Consult your tax adviser.
Charges and Deductions
We will deduct charges from the policy to compensate us for:
(a) providing the insurance benefits under the policy (including any riders);
(b) administering the policy;
(c) assuming certain risks in connection with the policy (including any
riders); and
(d) selling and distributing the policy.
In addition, the fund managers deduct expenses from the funds. For more
information about these expenses, see the individual fund prospectuses.
Deductions from Premiums
We deduct a premium expense charge from each premium payment you make. The
premium expense charge rate is higher for premium payments up to the Premium
Expense Factor than for premium payments over the Premium Expense Factor. The
Premium Expense Factor is based on the Issue Ages, genders, and risk
classifications of the Insureds.
If you have increased the policy Face Amount, we allocate premium payments to
the Initial Face Amount and to all increases based on the relative size of the
Premium Expense Factor for each.
Monthly Charges Against the Account Value
We deduct charges from the account value on each Monthly Charge Date. The
monthly charges are:
(a) an administrative charge;
(b) a face amount charge;
(c) an insurance charge; and
(d) a rider charge for any additional benefits provided by rider.
We deduct the monthly charges from the division(s) and the GPA in proportion to
the non-loaned values of the policy in the division(s) and the GPA.
Monthly charges beyond Attained Age 99 of the younger Insured are zero.
Administrative Charge and Face Amount Charge. The monthly administrative charge
and face amount charge reimburse us for issuing and administering the policy,
and for such activities as processing claims, maintaining records and
communicating with you.
Insurance Charges. The monthly insurance charge for a policy is equal to the
insurance risk under the policy, multiplied by the monthly insurance charge rate
for that policy month. We determine the insurance risk on the first day of each
policy month. It is the amount by which the death benefit (discounted at the
monthly equivalent of 3% per year) exceeds the account value.
Detailed Description of Policy Features 11
Insurance rates are based on the Issue Ages, genders, and risk classes of the
Insureds, and the year of coverage. We currently place Insureds into the
following five standard rate classes: Ultra Preferred Non-Tobacco, Select
Preferred Non-Tobacco, Non-Tobacco, Select Preferred Tobacco, and Tobacco. We
also have rate classes for less favorable mortality risks. In otherwise
identical policies, the monthly insurance rate is higher for tobacco users than
for those who do not use tobacco and higher for Non-Tobacco Insureds than for
Ultra Preferred Non-Tobacco Insureds.
Rider Charge. You can obtain additional benefits by requesting riders on your
policy. The monthly rider charges include charges for any benefits you add by
rider.
Daily Charges Against the Separate Account
Mortality and Expense Risk Charge. Each day we deduct a charge from the Separate
Account for mortality and expense risks. We do not deduct this charge from the
assets in the GPA.
The mortality risk is a risk that the group of lives we insure may, on average,
live for shorter periods of time than we estimated. The expense risk is a risk
that our costs of issuing and administering policies may be more than we
estimated.
If we do not need all the money we collect in mortality and risk charges to
cover death benefits and expenses, the amount we do not need will be our gain.
However, even if the money we collect is not enough to cover death benefits and
expenses, we will pay all death benefits and expenses.
Investment Management Fee and Other Expenses. Each fund incurs investment
management fees and other expenses. These are deducted from the fund.
Surrender Charges
If you fully surrender the policy or decrease the Face Amount during the first
14 Policy Years, we will take a surrender charge against the account value. This
also applies during the first 14 years after an increase in Face Amount.
We calculate surrender charges separately for the Initial Face Amount and for
each increase in the Face Amount. The surrender charge in the first five years
of coverage is based on the Target Premium. Then, the surrender charge is
decreased by 10% of the first-year surrender charge in each of the next nine
years of coverage, and is zero in the fifteenth and later years.
Decrease in Selected Face Amount. If you decrease your policy Face Amount, we
cancel all or a part of your Face Amount segments. We take a partial surrender
charge from the account value. The partial surrender charge is equal to the
surrender charge associated with each decreased or canceled Face Amount segment.
If the partial surrender charge for a decreased or canceled Face Amount segment
would be greater than the account value of the policy, we set the partial
surrender charge equal to the account value on the date of the surrender.
After a Face Amount decrease, we reduce the surrender charge for the remaining
segments by the amount of the partial surrender charge taken.
Other Charges
Withdrawal Fee. If you make a Withdrawal from your policy, we deduct $25 from
the amount you withdraw. This fee is guaranteed not to exceed $25.
Loan Interest Rate Expense Charge. This charge reimburses us for administering
policy loans.
Special Circumstances
We may vary the charges and other terms of Policies where special circumstances
result in sales or administrative expenses or insurance risks that are different
from those normally associated with these policies. We will make these
variations only in accordance with uniform rules we establish.
12 Detailed Description of Policy Features
Account Value and Net Surrender Value
The account value of the policy has two components: the variable account value
and the fixed account value.
Variable Account Value. The variable account value is the sum of your values in
each of the divisions of the Separate Account. It reflects:
. net premiums allocated to the Separate Account;
. transfers to the Separate Account from the Guaranteed Principal Account;
. transfers and withdrawals from the Separate Account;
. monthly charges and surrender charges deducted from the Separate Account;
and
. the net investment experience of the Separate Account.
These transactions are all reflected in the variable account value through the
purchase and sale of accumulation units.
Net Investment Experience and Accumulation Units. The net investment experience
of the variable account value is reflected in the value of the accumulation
units. The value of your accumulation units in a division is equal to:
. the accumulation unit value in that division; multiplied by
. the number of accumulation units in that division credited to your policy.
We purchase and sell accumulation units at the unit value as of the closing time
of the New York Stock Exchange on the Valuation Date processed.
If we receive a premium or a transaction request in good order before the
closing time on a Valuation Date, units will be purchased or sold as of that
Valuation Date. If we receive it in good order after that time, units will be
purchased or sold as of the next Valuation Date.
The variable account value of the policy is the total of the values of the
accumulation units in each division credited to policy.
Fixed Account Value. The fixed account value is the accumulation at interest of:
. net premiums allocated to the Guaranteed Principal Account; plus
. amounts transferred into the GPA from the Separate Account; less
. amounts transferred or withdrawn from the GPA; and less
. monthly charges and surrender charges deducted from the GPA.
Interest on the Fixed Account Value. The fixed account value earns interest at
an effective annual rate, credited daily.
For the part of the fixed account value equal to any policy loan, the daily rate
we use is the daily equivalent of:
. the annual loan interest rate minus the loan interest rate expense charge;
or
. 3% if greater.
For the part of the fixed account in excess of any policy loan, the daily rate
we use is the daily equivalent of:
. the current interest rate we declare; or
. the guaranteed calendar-year interest rate we declare for the year if
greater.
This guaranteed calendar-year rate for each year will be at least 3%.
Net Surrender Value. The net surrender value of the policy is equal to:
. the account value; less
. any surrender charges that apply; and less
. any policy debt.
You may surrender your policy written request. We will determine the net
surrender value at the end of the Valuation Date on which we receive the request
in good order.
Withdrawals. After the first Policy Year, you may withdraw up to 75% of the net
surrender value. We deduct a fee of $25 from the amount withdrawn. We do not
charge a surrender charge for a withdrawal. The minimum amount you can withdraw
is $100 (including the withdrawal fee). We may not allow a withdrawal if it
would result
Detailed Description of Policy Features 13
in a reduction of the Face Amount to less than $100,000.
You must state in the withdrawal Request from which divisions or the GPA you
want the withdrawal made. You can state the amount as a dollar amount or a
percentage. The withdrawal will be effective on the date we receive the written
request in good order. We will process it within seven days. The withdrawal
amount you wish taken from each division of the Separate Account and from the
GPA may not exceed the non-loaned account value in each of these. If you have
chosen Death Benefit Option 1 or 3, we will reduce the Face Amount by the amount
of the withdrawal unless you provide evidence satisfactory to us that the
Insureds or Insured alive still is insurable.
Policy Loan Privilege
General. After the first Policy Year, you may take a loan from the policy as
long as the account value exceeds the total of any surrender charges. You must
assign the policy to us as collateral for the loan. The maximum amount you can
borrow at any time is 90% of the policy's account value less any surrender
charge. If there is any outstanding policy debt (which includes accrued
interest), it reduces the maximum amount available.
Source of Loan. We take the policy loan amount from the divisions and the GPA in
proportion to the amount of account value in each division and the GPA
(excluding any outstanding loans) on the date of the loan. We reduce the amount
of units in the divisions of the Separate Account from which the loan is taken.
We transfer the resulting dollar amounts to the loaned portion of the GPA.
We may delay granting any loan you want taken from the GPA for up to six months.
We may delay granting any loan from the divisions during any period that:
(i) the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
(ii) trading is restricted;
(iii) the SEC determines a state of emergency exists; or
(iv) the SEC permits us to delay payment for the protection of our Owners.
Whenever total policy debt equals or exceeds the account value less surrender
charges, we will send a notice to you. This notice will state the amount needed
to bring the policy debt back within the limit. If we do not receive this amount
within 31 days after the date we mailed the notice, the policy terminates
without value.
Loan Interest Charged. At the time of application for the policy, you may select
a fixed loan interest rate of 4% or an adjustable loan rate.
Each year we will set the adjustable rate that will apply for the next Policy
Year. The maximum loan rate is based on the Monthly Average Corporate yield on
seasoned corporate bonds as published by Moody's Investors Service, Inc. If this
Average is no longer published, we will use a similar average as approved by the
insurance department of your "contract state." The maximum rate is the greater
of:
(i) the published monthly average for the calendar month ending two months
before the Policy Year begins; and
(ii) 4%.
If the maximum rate is less than 1/2% higher than the rate in effect for the
preceding year, we will not increase the rate. If the maximum rate is at least
1/2% lower than the rate in effect for the preceding year, we will decrease the
rate.
Interest on policy loans accrues daily and becomes part of the policy debt as it
accrues. It is due on each Policy Anniversary Date. If you do not pay it when it
is due, the interest is added to the loan. As part of the loan, it will bear
interest at the loan rate. We will treat capitalized interest the same as a new
loan. We will take an amount equal to the interest due from the 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 at
least one of the Insureds is living and while the policy is in force. Any loan
repayment you make within 30 days of a Policy Anniversary Date first pays policy
loan
14 Detailed Description of Policy Features
interest due. We will allocate any other loan repayment to the GPA until you
have repaid all loan amounts that were deducted from the GPA. We will allocate
additional loan repayments based on the premium allocation then in effect. You
must clearly identify loan repayments as such, or we will consider the payments
premium payments.
We will deduct any outstanding policy debt from the proceeds payable at the
second death or the surrender of the policy.
Interest on Loaned Value. We deposit an amount equal to the loaned amount in the
GPA. This amount earns interest at a rate equal to the greater of 3% and a rate
equal to the policy loan rate less the loan interest rate expense charge. We
guarantee this charge rate will not exceed 0.80%. Currently, the charge is 0.50%
in Policy Years one through 10 and 0.25% in Policy Years 11 and later.
Effect of Loan. A policy loan affects the policy since we reduce the death
benefit and net surrender value by the amount of the loan. If you repay the
loan, we increase the death benefit and net surrender value under the policy by
the amount of the repayment. Taking a policy loan could have adverse tax
consequences if your policy is a "modified endowment contract" under current
federal tax law. Consult your tax adviser.
As long as a loan is outstanding, a portion of the policy account value equal to
the loan is invested in the GPA. This amount does not participate in the
Separate Account investment performance.
Detailed Description of Policy Features 15
III. Investment Options
The Guaranteed Principal Account
You may allocate some or all of the net premiums to the Guaranteed Principal
Account ("GPA"). You also may transfer some or all of the account value in the
divisions of the Separate Account to the GPA. Neither our general investment
account nor the GPA is registered under federal or state securities laws.
Amounts allocated to the GPA become part of our general investment account. Our
general investment account consists of all assets owned by us other than those
in the Separate Account and in our other separate accounts. Subject to
applicable law, we have sole discretion over the investment of the assets of our
general investment account.
We guarantee amounts allocated to the GPA in excess of any policy loan will
accrue interest daily at an effective annual rate at least equal to 3%. For
amounts in the GPA equal to any policy loan, the guaranteed minimum interest
rate is an effective annual rate of 3% or, if greater, the policy loan rate less
the loan interest rate expense charge. This charge will not be greater than
0.80% per year. Interest will be credited at this rate regardless of the actual
investment experience of the GPA. In addition to the guaranteed minimum interest
rate, we will declare a guaranteed minimum calendar year rate each December for
the upcoming calendar year. Interest we credit during any calendar year will not
be less than would be credited using this guaranteed minimum calendar year rate.
Although we are not obligated to credit interest at a rate higher than the
guaranteed minimum, we may declare a higher rate.
The Separate Account
Our Board of Directors established the Separate Account on July 13, 1988, as
a separate investment account of MassMutual. The Board established the Separate
Account based on the laws of the State of Massachusetts. The Separate Account is
registered with the Securities and Exchange Commission as a unit investment
trust under the provisions of the Investment Company Act of 1940. We have
established a segment within the Separate Account to receive and invest premium
payments for these policies. We have since divided this segment into 23
divisions. Each division invests in shares of a designated investment fund as
follows:
- -------------------------------------------------------
Division Fund
- -------------------------------------------------------
MML Equity MML Equity Fund
- -------------------------------------------------------
MML Money Market MML Money Market Fund
- -------------------------------------------------------
MML Managed Bond MML Managed Bond Fund
- -------------------------------------------------------
MML Blend MML Blend Fund
- -------------------------------------------------------
MML Equity Index MML Equity Index Fund
- -------------------------------------------------------
MML Small Cap Value MML Small Cap Value Equity
Equity Fund
- -------------------------------------------------------
MML Growth Equity MML Growth Equity Fund
- -------------------------------------------------------
MML Small Cap Growth MML Small Cap Growth Equity
Equity Fund
- -------------------------------------------------------
Oppenheimer Aggressive Oppenheimer Aggressive
Growth Growth Fund/VA
- -------------------------------------------------------
Oppenheimer Global Oppenheimer Global
Securities Securities Fund/VA
- -------------------------------------------------------
Oppenheimer Capital Oppenheimer Capital
Appreciation Appreciation Fund/VA
- -------------------------------------------------------
Oppenheimer Strategic Oppenheimer Strategic Bond
Bond Fund/VA
- -------------------------------------------------------
Oppenheimer Main Oppenheimer Main Street
Street Growth & Growth & Income Fund/VA
Income
- -------------------------------------------------------
Oppenheimer High Oppenheimer High Income
Income Fund/VA
- -------------------------------------------------------
Oppenheimer Bond Oppenheimer Bond Fund/VA
- -------------------------------------------------------
Fidelity VIP II Fidelity's VIP II
Contrafund Contrafund(R) Portfolio
- -------------------------------------------------------
T. Rowe Price Mid-Cap T. Rowe Price Mid-Cap
Growth Growth Portfolio
- -------------------------------------------------------
American Century VP American Century's VP
Income & Growth Income & Growth Fund
- -------------------------------------------------------
Bankers Trust Small Bankers Trust's Small Cap
Cap Index Index Fund
- -------------------------------------------------------
Goldman Sachs Capital Goldman Sachs Capital
Growth Growth Fund
- -------------------------------------------------------
Janus Aspen Capital Janus Aspen Capital
Appreciation Appreciation Portfolio
- -------------------------------------------------------
Janus Aspen Worldwide Janus Aspen Worldwide
Growth Growth Portfolio
- -------------------------------------------------------
Templeton International Templeton International Fund
- -------------------------------------------------------
16 Investment Options
We may establish additional divisions within the Segment in the future.
We own the assets in the Separate Account. We are required to maintain
sufficient assets in the Separate Account to meet anticipated obligations of the
policies funded by the Separate Account. We credit or charge the income, gains,
or losses, realized or unrealized, of the Separate Account against the assets
held in the Separate Account. We do not take any regard of the other income,
gains, or losses of MassMutual. Assets in the Separate Account attributable to
the reserves and other liabilities under the policies cannot be charged with
liabilities from any other business conducted by MassMutual. We may transfer to
our general investment account any assets that exceed anticipated obligations of
the Separate Account.
Some of the funds offered are generally identical to, or are "clones" of, mutual
funds offered in the retail marketplace. These "clone" funds have the same
investment objectives, policies, and portfolio managers as the retail funds and
usually were formed after the retail funds. While the clone funds generally have
identical investment objectives, policies and portfolio managers, they are
separate and distinct from the retail funds. In fact, the performance of the
clone funds may be dramatically different from the performance of the retail
funds due to differences in the funds' sizes, dates shares of stock are
purchased and sold, cash flows and expenses. Thus, while the performance of the
retail funds may be informative, you should remember that such performance is
not the performance of the funds that support the policy. It is not an
indication of future performance of the policy funds.
Fund Profiles
Following is a chart illustrating the risk profiles of the investment options
available under this policy, and a summary of the investment objectives of each
fund. Please note there can be no assurance any fund will achieve its
objectives. More detailed information concerning these investment objectives and
the funds is contained in the accompanying prospectuses, including information
on the risks associated with the investments, the investment techniques of each
of the funds, and the deduction of expenses applicable to each of the funds.
- -------------------------------------------------------------------------------------------------------------------
[Note to SEC Reviewer: We will be adding wording to further explain these charts.]
Equity Funds
Value Blend Growth
--------------- ------------------------------- ------------------------------ -------------------------------
Large MML Equity Fund MML Equity Index Fund Fidelity's VIP II Contrafund(R)
Cap MML Blend Fund Oppenheimer Main Street Portfolio
Growth & Income Fund/VA Oppenheimer Capital
Goldman Sachs Capital Growth Appreciation Fund/VA
Fund MML Growth Equity Fund
Janus Aspen Capital
Appreciation Portfolio
--------------- ------------------------------- ------------------------------ -------------------------------
Medium American Century's VP Income Oppenheimer Aggressive Growth
Cap & Growth Fund Fund/VA
T. Rowe Price Mid-Cap Growth
Portfolio
--------------- ------------------------------- ------------------------------ -------------------------------
Small MML Small Cap Value Equity Bankers Trust's Small Cap MML Small Cap Growth Equity
Cap Fund Index Fund Fund
--------------- ------------------------------- ------------------------------ -------------------------------
Oppenheimer Global Securities
Global Fund/VA
Janus Aspen Worldwide Growth
Portfolio
--------------- ------------------------------- ------------------------------ -------------------------------
Inter- Templeton International Fund
national
--------------- ------------------------------- ------------------------------ -------------------------------
Investment Options 17
Bond Funds
Short Term Medium Term Long Term
--------------- ------------------------------- ------------------------------ -------------------------------
High MML Money Market Fund MML Managed Bond Fund
Quality
--------------- ------------------------------- ------------------------------ -------------------------------
Medium Oppenheimer Strategic Bond Oppenheimer Bond Fund/VA
Quality Fund/VA
--------------- ------------------------------- ------------------------------ -------------------------------
Low Oppenheimer High Income
Quality Fund/VA
--------------- ------------------------------- ------------------------------ -------------------------------
*These charts are provided by Massachusetts Mutual Life Insurance Company. They
do not necessarily reflect the opinion of the underlying fund managers.
The Funds
The investment funds available through the policy are offered by nine investment
companies and trusts. They each provide an investment vehicle for the separate
investment accounts of variable life and variable annuity contracts offered by
companies such as MassMutual. Shares of these organizations are not offered to
the general public.
The assets of certain variable annuity separate accounts offered by MassMutual,
an affiliate, or other life insurers are invested in shares of these funds.
Because these separate accounts are invested in the same underlying funds, it is
possible that conflicts could arise between policy owners and owners of the
variable annuity contracts.
The Boards of Trustees or Boards of Directors of the funds will follow
procedures developed to determine whether conflicts have arisen. If a conflict
exists, the Boards will notify the insurers and they will take appropriate
action to eliminate the conflicts.
We purchase the shares of each fund for the division at net asset value. All
dividends and capital gain distributions received from a fund are automatically
reinvested in that fund at net asset value, unless MassMutual, on behalf of the
Separate Account, elects otherwise. We redeem shares of the funds at their net
asset values as needed to make payments under the policies.
MML Series Investment Fund ("MML Trust").
The MML Trust, managed by MassMutual, was organized as a Massachusetts business
trust on December 19, 1984. All eight of the diversified investment portfolios
of the Trust are available under this policy.
MML Equity Fund
Sub-adviser: David L. Babson & Company, Inc.
MML Equity Fund seeks to achieve a superior rate of return over time from both
capital appreciation and current income and to preserve capital by investing in
equity securities.
MML Money Market Fund
MML Money Market Fund seeks to maximize current income, to preserve capital, and
to maintain liquidity by investing in money market instruments.
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government Agency. Although the fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.
MML Managed Bond Fund
MML Managed Bond Fund seeks a high rate of return, consistent with capital
preservation, by investing primarily in investment grade, publicly traded, fixed
income securities.
18 Investment Options
MML Blend Fund
Sub-adviser: David L. Babson & Company, Inc. (equity segment of the fund)
MML Blend Fund seeks a high total rate of return over time, consistent with
prudent investment risk and capital preservation, by investing in equity, fixed
income and money market securities.
MML Equity Index Fund
Sub-adviser: Mellon Equity Associates, LLP
MML Equity Index Fund seeks investment results that correspond to the price and
yield performance of publicly traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index. ("Standard
& Poor's 500" and "S&P 500(R)" are trademarks of The McGraw-Hill Companies, Inc.
and have been licensed for use by the Fund. The Fund is not sponsored, endorsed,
sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies
("S&P"), or The McGraw Hill Companies, Inc. Standard & Poor's makes no
representation regarding the advisability of investing in the Fund.)
MML Small Cap Value Equity Fund
Sub-adviser: David L. Babson & Company, Inc
The MML Small Cap Value Equity Fund seeks long-term growth of capital and income
by investing primarily in small company stocks.
MML Growth Equity Fund
Sub-adviser: Massachusetts Financial Services Company
The MML Growth Equity Fund seeks growth of capital and income over time by
investing primarily in equity securities of large companies with long-term
growth potential.
MML Small Cap Growth Equity Fund
Sub-advisers: J. P. Morgan Investment Management, Inc. (50%), and Waddell & Reed
Investment Management Company (50%).
The MML Small Cap Growth Equity Fund seeks growth of capital over time by
investing primarily in equity securities of smaller and medium-size companies
with long-term growth potential.
Oppenheimer Variable Account Funds ("Oppenheimer Trust").
The Oppenheimer Trust is managed by OppenheimerFunds, Inc. The Trust consists of
10 separate funds, seven of which are offered under this policy.
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Aggressive Growth Fund/VA is a mutual fund that seeks long-term
capital appreciation by investing in "growth-type" companies. Prior to May 1,
1998, the Fund was named Oppenheimer Capital Appreciation Fund.
Oppenheimer Global Securities Fund/VA
Oppenheimer Global Securities Fund/VA is a mutual fund that seeks long-term
capital appreciation by investing mainly in common stocks, and can also buy
other equity securities, including preferred stocks and securities convertible
into common stock.
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Capital Appreciation Fund/VA is a mutual fund that seeks long-term
capital appreciation by investing in securities of well-known established
companies. It invests mainly in equity securities.
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Strategic Bond Fund/VA is a mutual fund that seeks a high level of
current income principally derived from interest on debt securities and seeks to
enhance such income by writing covered call options on debt securities. The Fund
invests in three market sectors: debt securities of foreign government and
companies, U.S. Government securities, and lower-rated, high-yield securities of
U.S. companies.
Oppenheimer Main Street Growth & Income Fund/VA
The Oppenheimer Main Street Growth & Income Fund/VA seeks total return (which
includes growth in the value of its shares as well as current income) from
equity and debt securities.
Oppenheimer High Income Fund/VA
The Oppenheimer High Income Fund/VA seeks a high level of current income. The
Fund invests in unrated securities or high risk securities in the lower rating
categories, commonly known as
Investment Options 19
"junk bonds," which are subject to a greater risk of loss of principal and non
payment of interest than higher-rated securities.
Oppenheimer Bond Fund/VA
The Oppenheimer Bond Fund/VA seeks a high level of current income. The Fund
seeks capital growth when consistent with its primary objective. The Fund will,
under normal market conditions, invest at least 65% of its total assets in
investment grade securities.
Variable Insurance Products Fund II.
Variable Insurance Products Fund II, managed by Fidelity Management & Research
Company ("FMR"), was organized as a Massachusetts business trust on March 21,
1988. One of its investment portfolios, the VIP II Contrafund(R) Portfolio, is
available under this policy.
Fidelity's VIP II Contrafund(R) Portfolio
This fund seeks long-term capital appreciation. It invests primarily in common
stocks. It also invests in the securities of companies whose value FMR believes
is not fully recognized by the public, in domestic and foreign issuers, and in
either "growth" stocks or "value" stocks or both.
T. Rowe Price Equity Series, Inc.
The T. Rowe Price Equity Series, Inc., was incorporated in Maryland in 1994.
Currently, it consists of four series, each representing a separate class of
shares having different objectives and investment policies. One of the series,
the Mid-Cap Growth Portfolio, is available under this policy.
T. Rowe Price Mid-Cap Growth Portfolio
The T. Rowe Price Mid-Cap Growth Portfolio seeks to provide long-term capital
appreciation by investing in mid-cap stocks with potential for above-average
earnings growth. T. Rowe Price defines mid-cap companies as those with market
capitalizations within the range of companies in the S&P 400 Mid-Cap Index.
American Century Variable Portfolios, Inc.
American Century Variable Portfolios, Inc., is part of American Century
Investments, a family of funds that includes nearly 70 no-load mutual funds
covering a variety of investment opportunities. One of the funds, VP Income &
Growth Fund, is offered under this policy.
American Century's VP Income & Growth Fund
American Century's VP Income & Growth Fund seeks long-term growth of capital as
well as current income. The fund pursues a total return and dividend yield that
exceed those of the S&P 500 by investing in stocks of companies with strong
dividend growth potential.
BT Insurance Funds Trust.
BT Insurance Funds Trust was organized as a Massachusetts business trust in
1996. Bankers Trust's Small Cap Index Fund is a separate series of the BT
Insurance Funds Trust.
Bankers Trust Company is the investment adviser to the BT Small Cap Index Fund.
Bankers Trust Company is located at 130 Liberty Street, New York, NY 10006.
Bankers Trust's Small Cap Index Fund
Bankers Trust's Small Cap Index Fund seeks to match, before expenses, the
risk and return characteristics of the Russell 2000 Index. The fund will invest
primarily in common stocks of companies that comprise the Russell 2000 Index, in
approximately the same weightings as the Russell 2000 Index. The fund may also
use stock index futures and options.
(The Russell 2000 index is a widely accepted benchmark of small company stock
performance. It is a model, not an actual portfolio, and is a subset of the
Russell 3000 Index. The Russell 2000 tracks the smallest companies in the
Russell 3000. As of December 31, 1998, the weighted average market
capitalization of the companies in the Russell 2000 was $0.88 billion.
That compares to $72 billion for the companies in the Russell 3000.)
20 Investment Options
Goldman Sachs Variable Insurance Trust.
The Goldman Sachs Variable Insurance Trust is an open-end, management investment
company, organized in Delaware in September 1997. The Goldman Sachs Capital
Growth Fund is a separate series of shares of the Trust.
Goldman Sachs Capital Growth
The 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.
Janus Aspen Series.
The Janus Aspen Series is an open-end management investment company. Janus Aspen
Worldwide Growth Portfolio and Janus Aspen Capital Appreciation Portfolio are
each a separate portfolio of the Janus Aspen Series.
Janus Aspen Capital Growth Portfolio
The Janus Aspen Capital Appreciation Portfolio seeks long-term growth of
capital. The Portfolio invests primarily in common stocks selected for their
growth potential. The Portfolio may invest in companies of any size, from
larger, well-established companies to smaller, emerging growth companies.
Janus Aspen Worldwide Growth Portfolio
The Janus Aspen Worldwide Growth Portfolio seeks long-term growth of capital in
a manner consistent with the preservation of capital. The Portfolio invests
primarily in common stocks of companies of any size throughout the world.
Templeton Variable Products Series Fund ("Templeton Fund").
The Templeton Fund is an open-end management investment company organized as a
Massachusetts business trust on February 25, 1988. The Templeton International
Fund is a separate series of the Templeton Fund.
Templeton International Fund - Class 2 Shares.*
The Templeton International Fund seeks long-term capital growth. The fund
invests primarily in a diversified portfolio of non-U.S. common stocks.
*Subject to state availability.
The Investment Advisers
MassMutual serves as investment manager of each of the MML Trust funds under
investment management agreements. David L. Babson & Company, Inc. ("Babson"),
which is a controlled subsidiary of MassMutual, is the investment sub-adviser to
the MML Equity Fund, the equity segment of the MML Blend Fund, and the MML Small
Cap Value Equity Fund. Both MassMutual and Babson are registered investment
advisers under the Investment Advisers Act of 1940.
MassMutual entered into a sub-advisory agreement with Mellon Equity Associates,
LLP ("Mellon Equity"). Mellon Equity manages the investment and reinvestment of
the assets of the MML Equity Index Fund.
MassMutual has entered into a sub-advisory agreement with Massachusetts
Financial Services Company ("MFS"). MFS manages the investment of the MML Growth
Equity Fund.
MassMutual has entered into a sub-advisory agreement with J. P. Morgan
Investment Management, Inc. ("J.P. Morgan"), and Waddell & Reed Investment
Management Company ("Waddell & Reed"). J. P. Morgan and Waddell & Reed each
manage 50% of the portfolio of MML Small Cap Growth Equity Fund.
OppenheimerFunds, Inc. ("OFI") is an investment adviser organized under the laws
of Colorado as a corporation; it was originally organized in 1959. It (including
a subsidiary) currently manages investment companies, including other
Oppenheimer funds, with assets of more than $95 billion as of December 31, 1998,
and with more than four million shareholder accounts. OFI is located at Two
World Trade Center, 34th Floor, New York, New York 10048-0203. OFI is owned by
Oppenheimer Acquisition Corporation, a holding company owned in part by senior
management of OFI and ultimately controlled by MassMutual. OFI serves as
investment adviser to the Oppenheimer Trust. OFI is registered as an investment
adviser under the Investment
Investment Options 21
Advisers Act of 1940. OFI serves as Investment Adviser to the Oppenheimer Funds.
Citibank N.A., with its home office located at 111 Wall Street, New York, NY
10005, acts as custodian for the MML Trust. Bank of New York, with its home
office at One Wall Street, New York, NY 10015, acts as custodian for the
Oppenheimer Trust.
MassMutual is also the investment adviser to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies, certain
wholly owned subsidiaries of MassMutual, and various employee benefit plans.
Fidelity Management & Research Company ("FMR") is the investment adviser to the
VIP II Contrafund(R) Portfolio. FMR is the management arm of Fidelity
Investments(R), which was established in 1946. Fidelity Investments(R) has its
principal business address at 82 Devonshire Street, Boston, Massachusetts. FMR
handles the VIP II Contrafund(R) business affairs and, with the assistance of
affiliates, chooses the fund's investments. Fidelity Management & Research
(U.K.) Inc., in London, England, and Fidelity Management & Research (Far East),
Inc., serve as sub-advisers for the VIP II Contrafund(R) Portfolio.
T. Rowe Price Associates, Inc. ("T. Rowe Price"), is the investment adviser to
the T. Rowe Price Mid-Cap Growth Portfolio. T. Rowe Price was founded in 1937.
The T. Rowe Price Equity Series, Inc. (the "Corporation"), was incorporated in
Maryland in 1994, and is a diversified, open-end investment company. The
Corporation is governed by a Board of Directors that meets regularly to review
the fund's investments, performance, expenses, and other business affairs. The
policy of the Corporation is that a majority of Board members will be
independent of T. Rowe Price.
American Century Investment Management, Inc., is the investment adviser to the
American Century's VP Income & Growth Fund. Under the laws of the state of
Maryland, the Board of Directors is responsible for managing the business and
affairs of the fund. Acting under an investment management agreement entered
into with the fund, American Century Investment Management, Inc., serves as the
manager of the fund. Its principal place of business is American Century Tower,
4500 Main Street, Kansas City, Missouri. The manager has been providing
investment advisory services to investment companies and institutional investors
since it was founded in 1958.
Bankers Trust Company, with headquarters at 130 Liberty Street, New York, NY
10006, acts as the investment adviser of BT Insurance Funds Trust.
Bankers Trust is a wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG
is a major global banking institution that is engaged in a wide range of
financial services, including investment management, mutual funds, retail and
commercial banking, investment banking and insurance. Deutsche Bank AG, as
Bankers Trust's parent company, controls its operations as investment adviser.
Goldman Sachs Asset Management ("GSAM"), a separate operating division of
Goldman, Sachs & Co. ("Goldman Sachs"), serves as investment adviser to the
Goldman Sachs Capital Growth Fund. Goldman Sachs registered as an investment
adviser in 1991. GSAM is located at One New York Plaza, New York, NY 10004.
The custodian for each fund of the Goldman Sachs Variable Insurance Trust is
State Street Bank and Trust Company. It is located at 1776 Heritage Drive, North
Quincy, MA 02110. Janus Aspen is an open-end management investment company.
Janus Aspen Capital Appreciation Portfolio and Janus Aspen Worldwide Growth
Portfolio are each separate portfolios of the Janus Aspen Series.
Janus Capital is the investment adviser to the Janus Aspen Capital Appreciation
Portfolio and the Janus Aspen Worldwide Growth Portfolio. Janus Capital is
located at 100 Fillmore Street, Denver, CO 80206-4928.
The Templeton Fund is an open-end management investment company organized as a
Massachusetts business trust on February 25, 1988. The Templeton International
Fund is a separate series of the Templeton Fund.
Templeton Investment Counsel, Inc. ("TIC"), is the investment manager of the
Templeton International Fund. TIC is located at 500 East Broward Boulevard, Fort
Lauderdale, FL 33394-3091.
22 Investment Options
IV. Other Policy Information
When We Pay Proceeds
If the policy has not terminated, we normally pay surrender, withdrawal, or loan
proceeds or the death benefit within seven days after we receive all required
documents in a form satisfactory to us at our Administrative Office.
We can delay payment of the death benefit, the net surrender value, or any
withdrawal or loan from the Separate Account during any period when:
(i) it is not reasonably practical to determine the amount because the New
York Stock Exchange is closed (other than customary week-end and holiday
closings); or
(ii) trading is restricted by the SEC; or
(iii) the SEC declares an emergency exists; or
(iv) the SEC, by order, permits us to delay payment in order to protect our
Owners.
We may delay paying any net surrender value, any Withdrawal, or any loan
proceeds based on the GPA for up to six months from the date the request is
received at our Administrative Office.
We can delay payment of the entire death benefit if we contest the payment. We
investigate all death claims occurring within the two-year contestable period.
We may investigate death claims occurring beyond the two-year contestable
period. When we receive the information from a completed investigation, we
generally determine within five days whether we will authorize payment of the
claim. We make all payments promptly after authorization.
If we delay payment of a surrender or withdrawal for 30 days or more, we add
interest to the date of payment at the same rate it is paid under the interest
payment option. We pay interest on the death benefit from the date of death to
the date of payment.
Payment Options
We will pay the policy proceeds (the death benefit or the net surrender value)
in cash. Or if you wish, we will pay all or part of these under one or more of
the following payment options. The minimum amount that can be applied under a
payment option is $5,000. If the periodic payment under any option is less than
$50, we reserve the right to make payments at less-frequent intervals. None of
these benefits depends on the performance of the Separate Account or the GPA.
For additional information concerning these options, see the policy. The
following payment options are currently available.
- --------------------------------------------------------------------------------
Installments for a Equal monthly payments for any period selected, up
Specified Period to 30 years. The amount of each payment depends on
the total amount applied, the period selected, and
the monthly income rates we are using when the
first payment is due.
- --------------------------------------------------------------------------------
Life Income Equal monthly payments based on the life of a
named person. Payments will continue for the
lifetime of that person. You can elect income with
or without a minimum payment period.
- --------------------------------------------------------------------------------
Interest We will hold any amount applied under this option.
We will pay interest on the amount at an effective
annual rate determined by us. This rate will not
be less than 3%.
- --------------------------------------------------------------------------------
Other Policy Information 23
- --------------------------------------------------------------------------------
Installments of Specified Fixed amount payments. The total amount paid
Amount during the first year must be at least 6% of the
total amount applied. We will credit interest each
month on the unpaid balance and add this interest
to the unpaid balance. This interest will be an
effective annual rate determined by us, but not
less than 3%. Payments continue until the balance
we hold is reduced to less than the agreed fixed
amount. The last payment will be for the balance
only.
- --------------------------------------------------------------------------------
Life Income with Payments Equal monthly payments based on the life of a
Guaranteed for Amount named person. We will make payments until the
Applied total amount paid equals the amount applied,
whether the named person lives until all payments
have been made or not. If the named person lives
beyond the payment of the total amount applied, we
will continue to make monthly payments as long as
the named person lives.
- --------------------------------------------------------------------------------
Joint Lifetime Income with Monthly payments based on the lives of two named
Reduced Payments to Survivor persons. We will make payments at the initial
level while both are living, or for 10 years if
longer. When one dies (but not before the 10 years
has elapsed), we will reduce the payments by
one-third. Payments will continue at that level
for the lifetime of the other. After the 10 years
has elapsed, payments stop when both named persons
have died.
- --------------------------------------------------------------------------------
Withdrawal Rights Under Payment Options. If provided in the payment option
election, you may withdraw or apply under any other option all or part of the
unpaid balance under the Fixed Amount or Interest Payment Option. You may not
withdraw any part of the payments under the Specified Period Payment Option or
payments that are based on a named person's life.
Beneficiary
A Beneficiary is any person named on our records to receive insurance proceeds
at the second death. The Applicant names the Beneficiary in the application for
the policy. You may name 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 change the Beneficiary during either Insured's lifetime by writing to
our Administrative Office. Generally, the change will take effect as of the date
of the request. If no Beneficiary is living at the second death, unless provided
otherwise, the death benefit is paid to you or, if deceased, to your estate.
Assignment
You may assign the policy as collateral for a loan or other obligation. For any
assignment to be binding on MassMutual, however, we must receive a signed copy
of it at our Administrative Office. We are not responsible for the validity of
any assignment.
Limits on Our Right to Challenge the Policy
Except for any policy change or reinstatement requiring evidence of
insurability, we cannot contest the validity of the policy with respect to any
material misrepresentation in the application:
. regarding the insurability of Insured No. 1, once the policy has been
in force during the lifetime of Insured No. 1 for two years after the
its Issue Date; or
. regarding the insurability of Insured No. 2, once the policy has been
in force during the lifetime of Insured No. 2 for two years after the
Issue Date.
For any policy change or reinstatement requiring evidence the Insured(s) are
insurable, we cannot contest the validity of the change or reinstatement with
respect to each Insured after the change has been in effect for two years during
the lifetime of that Insured.
24 Other Policy Information
Error of Age or Gender
If either Insured's age or gender is misstated in the policy application, we
will adjust the death benefit we pay under the policy based on what the policy
would provide based on the most recent monthly charge for the correct date of
birth and correct gender.
Suicide
Suicide within two years of the Policy Date is not covered by the policy. If
either Insured dies by suicide, while sane or insane, within two years from the
Issue Date or reinstatement date, the policy will terminate. We will refund the
amount of all premiums paid, less any withdrawals and policy debt. If either
Insured, while sane or insane, dies by suicide within two years after the
effective date of any increase in the Face Amount, the increase will terminate
and we will refund the monthly charges for that increase. However, if a refund
was payable as the result of suicide during the first two years following the
Issue Date or the reinstatement date of the policy, there is no additional
refund for any Face Amount increase.
Additional Benefits You Can Get by Rider
You can obtain additional benefits if you request them and qualify for them. We
provide additional benefits by riders. Additional benefits are subject to the
terms of both the rider and the policy. The cost of any rider is deducted as
part of the monthly charges. Subject to state availability, the following riders
are available.
Survivorship Term Rider. This rider provides level survivorship insurance on the
lives of the policy Insureds. The insurance is convertible for a limited period
of time. The Rider Face Amount must be at least $100,000 and must not exceed two
times the Face Amount under the base policy.
The Rider Face Amount may be increased or decreased. An increase requires
evidence of insurability and the increase must not raise the Rider Face Amount
to more than two times the policy Face Amount. The minimum increase amount is
$50,000. A decrease may not bring the Rider Face Amount below $100,000. If the
policy Face Amount decreases to an amount below one-half the Rider Face Amount,
the Rider Face Amount will be decreased to an amount equal to two times the
reduced policy Face Amount.
While both Insureds are living, coverage under the rider can be fully or
partially converted until the earlier of Attained Age 70 of the younger Insured
or Attained Age 80 of the older Insured. Conversion can be either to an increase
in Face Amount under the policy, or to a new survivorship life policy we are
offering for conversion at that time. Evidence of insurability will not be
required.
The rider terminates when the policy terminates or when the policy is changed to
another policy under which this rider is not available.
The monthly charge for this rider is the sum of the risk charge for the Rider
Face Amount and the rider face amount charge.
Policy Split Option Rider. (Not available in New York) This rider allows you to
exchange the policy for two new policies, one on the life of each Insured. Both
Insureds must be living when the exchange is made. We do not require evidence
that the Insureds are insurable. Each new policy may be a fixed premium
permanent life policy or a flexible premium adjustable life policy. This right
will be available for the six-month period beginning on:
. The date six months after the effective date of a final court decree of
divorce. The decree must first become effective at least one year after the
policy Issue Date, and it must remain in effect during the entire six-month
period after it first becomes effective.
. The date IRC Section 2056:
- is nullified;
- is amended to eliminate or reduce by at least 50% the Insureds'
federal estate tax marital deduction;
. The date the maximum federal estate tax rate given in IRC Section 2001 is
reduced to half the rate in effect on the policy Issue Date of this policy.
. The effective date of the dissolution of the corporation or partnership
that owns the policy.
Other Policy Information 25
The new policies must meet the policy requirements in effect at the time of the
exchange.
. The face amount of each new policy will be one-half the Face Amount of this
policy at the time of the split. (If the policy also has the Survivorship
Term Rider, the amount of that rider is added to the policy Face Amount for
the split.)
. The policy date of each new policy will be the date of exchange.
. The issue age of each Insured will be the age of each Insured on the
birthday nearest the policy date of the new policies.
We attach this rider to the policy only at the time of policy issue and only if
the younger Insured is younger than age 80 and the insurance risk class of
neither Insured is uninsurable.
There is no charge for this rider.
Estate Protection Rider. You may attach this rider to the policy only at the
time the policy is issued. It provides an additional death benefit during the
first four Policy Years if both Insureds die during this period. You select the
Face Amount of the rider. The minimum amount is $25,000 and the maximum amount
is 125% of the Initial Face Amount.
We will deduct a monthly charge from the account value for this rider. It will
equal the rider charge rate multiplied by the Face Amount of the rider, divided
by $1,000.
Accelerated Death Benefit Rider. This rider advances to the Owner a portion of
the policy death benefit, after the death of the first Insured to die, when we
receive proof, satisfactory to us, that the surviving Insured is terminally ill
and is not expected to live more than 12 months. In return for the advance
payment, a lien is placed on the policy, equal to the amount of benefit
accelerated. Interest is not charged on the lien.
Where this rider is available, we will include it with all policies. There is no
charge for this rider.
Sales and Other Agreements
MML Distributors, LLC ("MML Distributors"), 1414 Main Street, Springfield,
Massachusetts 01144-1013, is the principal underwriter of the policy. MML
Investors Services, Inc. ("MMLISI"), at the same address serves as the
co-underwriter of the policy. Both MML Distributors and MMLISI are registered
with the SEC as broker-dealers and are members of the National Association of
Securities Dealers, Inc. (the "NASD").
MML Distributors may have selling agreements with other broker-dealers that are
registered with the SEC and are members of the NASD ("selling brokers"). We sell
the policy through agents who are licensed by state insurance officials to sell
the policy. These agents also are registered representatives of selling brokers
or of MMLISI. We intend to offer the policy in California and New York.
We also may contract with independent third party broker-dealers who may assist
us in finding broker-dealers to offer and sell the policies. These third parties
also may provide training, marketing and other sales related functions for us
and other broker-dealers. And they may provide certain administrative services
to us in connection with the policies.
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.
Both MML Distributors and MMLISI receive compensation for their activities as
underwriters of the policy.
Agents who sell these policies will receive commissions based on certain
commission schedules and rules. We pay some commissions as a percentage of the
premium paid in each year of coverage. These commissions distinguish between
premiums up to the Premium Expense Factor and premiums paid in excess of the
Premium Expense Factor. The Premium Expense Factor is based on the Issue Ages,
genders, and risk classifications of the Insureds. We also pay commissions as a
percentage of the average monthly Account Value in each Policy Year. The maximum
commission percentages are as follow.
26 Other Policy Information
For coverage year 1, 50% of premium paid up to the Premium Expense Factor and 3%
of premium paid in excess of the Factor; for coverage years 2 through 5, 5% of
premium paid up to the Premium Expense Factor and 3% of premium paid in excess
of the Factor; for coverage years 6 through 10, 3% of all premium paid; and for
coverage years 11 and beyond, 1% of all premium paid. Also, for Policy Years 2
and beyond, 0.15% of the average monthly account value during the Year.
We may compensate agents who have financing agreements with general agents of
MassMutual differently. Agents who meet certain productivity and persistency
standards in selling MassMutual policies are eligible for additional
compensation. General agents and district managers who are registered
representatives of MMLISI also may receive commission overrides, allowances and
other compensation.
We may pay independent, third-party broker-dealers who assist us in finding
broker-dealers to offer and sell the policies compensation based on premium
payments for the policies. In addition, some sales personnel may receive various
types of non-cash compensation as special sales incentives, including trips and
educational and/or business seminars.
While the compensation we pay to broker-dealers for sales of policies may vary
with the sales agreement and level of production, the compensation generally is
expected to be comparable to the aggregate compensation we pay to agents and
general agents.
Other Policy Information 27
V. Other Information
MassMutual
MassMutual is a mutual life insurance company chartered in 1851 under the laws
of Massachusetts. Its Home Office is located in Springfield, Massachusetts.
MassMutual is licensed to transact life, accident, and health business in all
fifty states of the United States, the District of Columbia, Puerto Rico, and
certain provinces of Canada. As of December 31, 1998, MassMutual had
consolidated statutory assets in excess of $67 billion and estimated total
assets under management of $176.8 billion.
MassMutual's Tax Status. MassMutual is taxed as a life insurance company under
Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The Segment and
the Separate Account are part of MassMutual.
Due to our current tax status, we do not charge the Segment for our federal
income taxes that may be a result of activity of the Segment. Periodically, we
review the question of a charge to the Segment for our federal income taxes. In
the future, we may impose a charge for any federal income taxes we pay resulting
from activity of the Segment. Depending on the method of calculating interest on
policy values allocated to the Guaranteed Principal Account, we may charge for
the policy's share of our federal income taxes that are a result of activity of
the GPA.
Under current laws, we may have to pay state or local taxes (in addition to
premium taxes). At present, these taxes are not significant. We reserve the
right to charge the Separate Account for such taxes, if any, resulting from
activity of the Separate Account.
Annual Reports
MassMutual maintains the records and accounts relating to the Separate Account,
the Segment and the divisions. Each year within the 30 days following the Policy
Anniversary Date, we will mail you a report showing:
(i) the account value at the beginning of the previous Policy Year,
(ii) all premiums paid during that Year,
(iii) all additions to and deductions from the account value during the Year;
and
(iv) the account value, death benefit, net surrender value and policy debt as
of the last Policy Anniversary Date.
This report may contain additional information if required by any applicable law
or regulation.
Federal Income Tax Considerations
The information in this prospectus is general It is not an exhaustive discussion
of all tax questions that might arise under the policy. It also is not intended
as tax advice. In addition, we do not know the likelihood that the current
federal income tax laws and Treasury Regulations or the current interpretations
of the Internal Revenue Service ("IRS")will continue. We cannot make any
guarantee regarding the future tax treatment of any policy. We reserve the right
to make changes to the policy that we determine are needed for it to continue to
qualify as life insurance for tax purposes.
For complete information on any tax issue, we urge you to consult a qualified
tax adviser. No attempt is made in this prospectus to consider any applicable
state or other tax laws.
Policy Proceeds, Premiums and Loans. We believe the policy meets the Internal
Revenue Code ("IRC") definition of life insurance. Therefore, the death benefit
under the policy generally is excludible from the Beneficiary's gross income
under the IRC.
Decreases in Face Amount and withdrawals may be taxable depending on the
circumstances. The IRC states that if:
. there is a reduction of future benefits during the first 15 years after a
policy is issued and
. there is a cash distribution as a result of the reduction,
28 Other Information
you may be taxed on all or a part of the amount distributed.
If these conditions do not apply, a withdrawal is taxable only to the extent it
exceeds your unrecovered premiums unless the policy is a modified endowment
contract. After 15 years, cash distributions are not subject to federal income
tax, except to the extent they exceed the total amount of premiums paid and not
previously recovered.
If you surrender the policy for its full net surrender value, the distribution
may be considered ordinary income for tax purposes. The distribution is ordinary
income to the extent the Account Value received exceeds the premiums paid (or
any other amounts paid for the policy) paid but not previously recovered. In
making this calculation, the value received is equal to the account value
reduced by any surrender charges, but not reduced by any outstanding policy
debt.
A change of the Owner or the Insured(s) or an exchange or assignment of the
policy may result in immediate taxable income.
We believe that under current tax law any loan received under the policy will be
treated as policy debt of the Owner. The loan will not be considered income to
you unless the policy has become a "modified endowment contract") ("MEC")." If
the policy is a modified endowment contract, loans will be fully taxable to the
extent of any income in the policy and could be subject to 10% penalty tax.
Interest on policy loans used for personal purposes generally is not
tax-deductible. However, you may deduct this interest if the loan proceeds are
used for "trade or business" or "investment" purposes if you meet certain tax
rules.
If the Owner is a business or corporation additional restrictions may apply. For
example, there are limits on interest deductions available for loans against a
business-owned policy. The corporate alternative minimum tax may apply to any
gain in the policy. This tax also may apply to a portion of the amount by which
death benefits received exceed the policy's net surrender value on the date of
the second death.
The impact of federal income taxes on values under this policy and on the
benefit to you or your Beneficiary depends on MassMutual's tax status and on the
tax status of the individual concerned. We currently do not make any charge
against the Separate Account for federal income taxes. We may make such a charge
eventually in order to recover the future federal income tax liability of the
Separate Account.
Federal estate and gift taxes, state and local estate taxes, and other taxes
depend on the circumstances of each Owner or Beneficiary.
Investor Control. There are a number of tax benefits associated with variable
life insurance policies. Gains on the net investment experience of the Separate
Account are deferred until accessed or withdrawn, and gains from transfers also
are not taxed. For these benefits to continue, the policy must continue to
qualify as life insurance. In part, federal tax law requires that we, the
insurer, be treated as controlling the investments of the divisions and not you,
the policy Owner.
You may make transfers among divisions of the Separate Account, but you may not
direct the investments each division makes. If the IRS were to conclude that
you, as the investor, have control over these investments, then the policy would
no longer qualify as life insurance and you could be taxed on all the gain
accumulated in the policy.
The IRS has provided some guidance on investor control, but many issues remain
unclear. One such issue is whether a policy Owner can have too much investor
control if the variable life policy offers a large number of investment funds in
which to invest account values. We do not know if the IRS will provide any
further guidance on this issue. We do not know if any such guidance would apply
retroactively to policies already in force.
Consequently, we reserve the right to further limit net premium allocations and
transfers under the policy, so that it will not lose its qualification as life
insurance due to investor control.
Modified Endowment Contracts. If a policy is a modified endowment contract
("MEC"), loans, withdrawals, and other amounts distributed under the policy are
taxable to the
Other Information 29
extent of any accumulated income in the policy. The collateral assignment of a
MEC is also treated as a taxable distribution.
In general, the amount subject to taxation is the excess of the account value
(both loaned and unloaned), less applicable surrender charges, over the
previously unrecovered premiums paid. Death benefits paid under a MEC, however,
are not taxed any differently than death benefits payable under other life
insurance contracts.
A policy is a modified endowment contract if it satisfies the IRC definition of
life insurance but fails the "7-pay test." A policy fails this test if:
. the accumulated amount paid under the contract at any time during the first
seven contract years
exceeds
. the total premiums that would have been payable for a policy providing
guaranteed benefits and requiring the payment of only seven level annual
premiums.
A policy may pass the 7-pay test and still be taxed as a MEC if it is received
in exchange for a MEC.
If certain changes are made to a policy we will re-test it to determine if it
has become a MEC. For example, if you reduce the death benefit during the first
seven contract years we will retest the policy. If the test shows the policy has
become a MEC, this classification change is effective retroactively to the
Policy Year in which the actual premiums paid exceed the new 7-pay limits.
We will retest whenever there is a "material change" to the policy while it is
in force. If there is a material change a new 7-pay test period begins at that
time. The term "material change" includes any increases in death benefits.
Since the policy provides for flexible premium payments, we have procedures for
determining whether increases in death benefits or additional premium payments
cause the start of a new seven-year test period or the taxation of distributions
and loans.
If any amount is taxable as a distribution of income under a MEC, it also will
be subject to a 10% penalty tax. There are a few exceptions to the additional
penalty tax for individual Owners. The penalty tax will not apply to
distributions:
(i) made on or after the date the taxpayer attains age 59 1/2; or
(ii) made because the taxpayer became disabled; or
(iii) made as part of a series of substantially equal periodic payments paid for
the life or life expectancy of the taxpayer. These payments must be made
at least annually.
Once a policy fails the 7-pay test, loans and distributions in the year of
failure and in future years are subject to the rules for MECs. In addition,
loans and distributions received in anticipation of failing the 7-pay test are
defined as any loans and distributions made within two years prior to failing
the 7-pay test and are subject to taxation.
Under certain circumstances, a loan, collateral assignment, or other
distribution under a MEC may be taxable even though it exceeds the amount of
income accumulated in the policy. For purposes of determining the amount of
income received from a MEC, the law considers the total of all income in all the
MECs issued within the same calendar year to the same Owner by an insurer and
its affiliates. Loans, collateral assignments, and distributions from any one
MEC are taxable to the extent of this total income.
Qualified Plans. The policy may be used as part of certain tax-qualified and/or
ERISA employee benefit plans. Since the rules concerning the use of a policy
with such plans are complex, you should not use the policy in this way until you
have consulted a competent tax adviser. You may not use the policy as part of an
Individual Retirement Account (IRA).
Your Voting Rights
You have the right to instruct us how to vote on questions submitted to the
shareholders of the funds supporting the policy to the extent you have invested
in these divisions.
Your right to instruct us is based on the number of shares of the funds
attributable to your policy. The policy's number of shares of the funds is
determined by dividing the policy's account value held in each division of the
Separate Account by $100. Fractional votes are counted.
30 Other Information
You receive proxy material and a form to complete giving us voting instructions.
Shares of the funds held by the Separate Account for which we do not receive
instructions are voted for or against any proposition in the same proportion as
the shares for which we do receive instructions.
Reservation of Rights
We reserve the right to take certain actions. Specifically, we reserve the right
to:
. Create new divisions of the Separate Account;
. Rename divisions;
. Combine any two or more Separate Accounts, Segments or divisions;
. Close divisions to future investments;
. Operate the Separate Account as a unit investment trust under the 1940 Act
or in any other form permitted by law;
. De-register the Separate Account under the 1940 Act in the event such
registration is no longer required; and
. Substitute one or more funds for other funds with similar investment
objectives.
We have reserved all rights to the name 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 also may withdraw this right.
Bonding Arrangement
An insurance company blanket bond is maintained providing $75,000,000 coverage
for officer, employees, general agents and agents of MassMutual (subject to a
$350,000 deductible).
Legal Proceedings
We are not currently involved in any legal proceedings that would have a
material impact on the policy.
Experts
We have included the financial statements of MassMutual, and the Survivorship
Variable Universal Life Segment of Massachusetts Mutual Variable Life Separate
Account I, 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.
Effective July 22, 1999, MassMutual dismissed PricewaterhouseCoopers LLP as its
independent certified public accountants and appointed Deloitte & Touche LLP,
City Place, 185 Asylum Street, Hartford, Conn. 06103, as its independent
certified public accountants. Deloitte & Touche LLP has not audited or reviewed
the financial statements of MassMutual.
Craig Waddington, FSA, MAAA, Vice President and Actuary for MassMutual, has
examined the illustrations in Appendix D of this prospectus. We filed his
opinion on the illustrations as an exhibit to the registration statement filed
with the SEC.
Other Information 31
Appendix A
Definition of Terms
Account Value: The sum of the variable account value and the fixed account value
of the policy.
Administrative Office: Our Administrative Office is located at 1295 State
Street, Springfield, Massachusetts 01111-0001.
Attained Age: The Issue Age of an Insured plus the number of completed Policy
Years.
Beneficiary(ies): The person or persons specified by you to receive some or all
of the death benefit at the second death.
Death Benefit: The amount paid following receipt of due proof of the death of
both Insureds. The amount is equal to the benefit provided by the Death Benefit
Option in effect on the date of the second death less any policy debt
outstanding and any due but unpaid premium needed to avoid policy termination.
Death Benefit Option: The policy offers three Death Benefit Options for
determination of the amount of the death benefit. The Death Benefit Option is
elected at time of application and, subject to certain requirements, may be
changed at a later date.
Fixed Account Value: The current account value that is allocated to the
Guaranteed Principal Account.
Good Order: Generally, "in good order" means that we have received everything we
need to process the transaction. For example, we may need certain forms
completed and signed before we can process a transaction. Likewise, we cannot
process certain financial transactions until we have received funds with proper
instructions and authorizations.
Guaranteed Principal Account ("GPA"): Part of our general investment account,
the GPA is a fixed account to and from which you may make allocations and
transfers.
Initial Face Amount: The amount of insurance coverage issued under the policy.
Subject to certain limitations, you may change the Face Amount after issue.
Insureds: The two persons whose lives this policy insures.
Issue Age: The age of an Insured at his or her birthday nearest the Policy Date.
Issue Date: The date on which the policy is actually issued; it is also the date
the suicide and contestability periods begin.
Minimum Death Benefit: The death benefit determined in accordance with the
applicable death benefit compliance test. The applicable test is either the Cash
Value Test or the Guideline Premium Test, as chosen at the time of application.
Monthly Charge Date: The monthly date on which the monthly charges for the
policy are due. The first Monthly Charge Date is the Policy Date, and subsequent
Monthly Charge Dates are on the same day of each succeeding calendar month.
Monthly Charges: The charges assessed against the policy account value each
month.
Net Premium: The premium payment we receive in good order, minus the premium
expense charge.
Net Surrender Value: The amount payable to an Owner upon surrender of the
policy. It is equal to the Account Value less any surrender charges that apply
and less any policy debt.
Owner: The person or entity that owns the policy.
Policy: The survivorship flexible premium adjustable variable life insurance
policy offered by MassMutual and described in this prospectus.
32 Appendix A
Policy Anniversary Date: An anniversary of the Policy Date.
Policy Date: The date shown on the policy that is the starting point for
determining Policy Anniversary Dates, Policy Years, and Monthly Charge Dates.
Policy Debt: All outstanding policy loans plus accrued loan interest.
Policy Year: A twelve-month period commencing with the Policy Date or a Policy
Anniversary Date.
Premium Expense Factor: An amount used to determine the premium expense charges
and sales compensation. For the Initial Face Amount, the Premium Expense Factor
is based on the Issue Ages, genders, and risk classifications of the Insureds.
For each increase in Face Amount, the Premium Expense Factor is based on the
ages, genders and risk classifications of the Insureds on the effective date of
the increase.
Second Death: The death of the surviving Insured.
Separate Account: The policies' designated segment of the "Massachusetts Mutual
Variable Life Separate Account I" we established under the laws of Massachusetts
and registered as a unit investment trust with the Securities and Exchange
Commission under the 1940 Act. The Separate Account is used to receive and
invest net premiums for this policy.
Target Premium: An amount used to determine surrender charges. The Target
Premium is based on the Issue Ages, genders, and risk classifications of the
Insureds. It is lower than or equal to the Premium Expense Factor.
Valuation Date: A date on which the net asset value of the shares of each
division of the Separate Account is determined. Generally, this will be any date
on which the New York Stock Exchange (or its successor) is open for trading.
Variable Account Value: The total of the values of the accumulation units
credited to the policy in each division of the Separate Account multiplied by
your number of units in that division.
We, us, our: Refer to MassMutual.
Year of Coverage: For the Initial Face Amount, each Policy Year is a year of
coverage. For any increase in the Face Amount, each year of coverage is measured
from the effective date of the increase.
You, your: Refer to the Owner of the policy.
Appendix A 33
Appendix B
Examples of the Impact of the Account Value and Premiums on the Policy Death
Benefit
Example I ~ Death Benefit Option 1
- --------------------------------------------------------------------------------
Assume the following:
- --------------------------------------------------------------------------------
. Face Amount is $1,000,000
. Account value is $50,000
. Minimum death benefit is $219,000
. No policy debt
- --------------------------------------------------------------------------------
Based on these assumptions,
. the death benefit is $1,000,000.
If the account value increases to $80,000 and the minimum death benefit
increases to $350,400,
. the death benefit remains at $1,000,000.
If the account value decreases to $30,000 and the minimum death benefit
decreases to $131,400,
. the death benefit still remains at $1,000,000.
Example II ~ Death Benefit Option 2
- --------------------------------------------------------------------------------
Assume the following:
- --------------------------------------------------------------------------------
. Face Amount is $1,000,000
. Account value is $50,000
. Minimum death benefit is $219,000
. No policy debt
Based on these assumptions,
. the death benefit is $1,050,000 (Face Amount plus account value).
If the account value increases to $80,000 and the minimum death benefit
increases to $350,400,
. the death benefit will increase to $1,080,000.
If the account value decreases to $30,000 and the minimum death benefit
decreases to $131,400,
. the death benefit will decrease to $1,030,000.
Example III ~ Death Benefit Option 3
- --------------------------------------------------------------------------------
Assume the following:
- --------------------------------------------------------------------------------
. Face Amount is $1,000,000
. Account Value is $50,000
. Minimum death benefit is $219,000
. No policy debt
. Premiums paid under the policy to-date total $40,000
- --------------------------------------------------------------------------------
Based on these assumptions,
. the death benefit is $1,040,000 (Face Amount plus Premiums paid).
If you pay an additional $30,000 of premium and the account value increases to
$80,000 and the minimum death benefit increases to $350,400,
. the death benefit will increase to $1,070,000.
Examples of Death Benefit Option Changes
Example I ~ Change from Option 2 to Option 1
- --------------------------------------------------------------------------------
For a change from Option 2 to Option 1, the Face Amount is increased by the
amount of the account value on the effective date of the change.
For example, if the policy has a Face Amount of $500,000 and an account
value of $25,000, the death benefit under Option 2 is equal to the Face
Amount plus the account value, or $525,000. If you change from Option 2 to
Option 1, the death benefit under Option 1 is equal to the Policy Face
Amount. Since the death benefit under the policy does not change as the
result of a Death Benefit Option change, the Face Amount will be increased
from $500,000 under Option 2 to $525,000 under Option 1 and the death
benefit after the change will remain at $525,000.
34 Appendix B
Example II ~ Change from Option 3 to
Option 1
- --------------------------------------------------------------------------------
For a change from Option 3 to Option 1, the Face Amount is increased by the
amount of the premiums paid to the effective date of the change.
For example, if a policy has a Face Amount of $500,000, and premium
payments of $12,000 have been made to-date, the death benefit under Option
3 is equal to the Face Amount plus the premiums paid, or $512,000. If you
change from Option 3 to Option 1, the death benefit under Option 1 is equal
to the Face Amount. Since the death benefit under the policy does not
change as the result of a Death Benefit Option change, the Face Amount will
be increased from $500,000 under Option 3 to $512,000 under Option 1 and
the death benefit after the change will remain at $512,000.
Example III~ Change from Option 1 to Option 2
- --------------------------------------------------------------------------------
For a change from Option 1 to Option 2, the Face Amount will be decreased by the
amount of the account value on the effective date of the change.
For example, if the policy has a Face Amount of $700,000 and an account
value of $25,000, under Option 1 the death benefit is equal to the Face
Amount, or $700,000. If you change from Option 1 to Option 2, the death
benefit under Option 2 is equal to the Face Amount plus the account value.
Since the death benefit does not change as the result of a Death Benefit
Option change, the Face Amount will be decreased by $25,000 to $675,000,
and the death benefit under Option 2 after the change will remain $700,000.
Example IV ~ Change from Option 1 to Option 3
- --------------------------------------------------------------------------------
For a change from Option 1 to Option 3, the Face Amount will be decreased by the
amount of the premiums paid to the effective date of the change.
For example, if the policy has a Face Amount of $700,000 and premiums paid
to-date are $30,000, the death benefit under Option 1 is equal to the Face
Amount, or $700,000. If you change from Option 1 to Option 3, the death
benefit under Option 3 is equal to the Face Amount plus the premiums paid
to-date. Since the death benefit under the policy does not change as the
result of a Death Benefit Option change, the Face Amount will be decreased
from $700,000 under Option 1 to $670,000 under Option 3 and the death
benefit after the change will remain at $700,000.
Example V ~ Change from Option 2 to Option 3, or from Option 3 to Option 2
- --------------------------------------------------------------------------------
For a change from Option 2 to Option 3 or from Option 3 to Option 2, the Face
Amount is changed (increased or decreased) by the difference between the account
value and the premiums paid to-date.
For example, if the policy has a Face Amount of $1,000,000 and an Account
Value of $70,000 and premiums paid of $25,000, the death benefit under
Option 2 is equal to the Face Amount plus the account value, or $1,070,000.
If you change from Option 2 to Option 3, the death benefit under Option 3
is equal to the Face Amount plus the premiums paid to-date. Since the death
benefit under the policy does not change as the result of a Death Benefit
Option change, the Face Amount will be increased by the difference between
the account value and the premiums paid, or $45,000, to $1,045,000 under
Option 3, maintaining a death benefit of $1,070,000.
A similar type of change would be made for a change from Option 3 to Option 2.
Appendix B 35
Appendix C
Rates of Return
From time to time, we may report different types of historical performance for
the divisions of the Separate Account available under the policy. We may report
the average annual total returns of the funds over various time periods. These
returns will reflect deductions for investment management fees and fund expenses
and an annual deduction for the mortality and expense risk charge. The returns
do not reflect any policy charges, which, if included, would reduce performance.
On request, we will provide an illustration of account values and net surrender
values for hypothetical Insureds of given ages, genders, risk classifications,
premium levels and Initial Face Amounts. We will base the illustration either on
actual historic fund performance or on a hypothetical investment return. The
hypothetical return will be between 0% and 12%. The net surrender value figures
will assume all fund charges, the mortality and expense risk charge, and all
other policy charges are deducted. The account value figures will assume all
charges except the surrender charge are deducted.
We also may distribute sales literature comparing the divisions of the Separate
Account to established market indices, such as the Standard & Poor's 500 Stock
Index and the Dow Jones Industrial Average. These comparisons may show the
percentage change in the net asset values of the funds or in the accumulation
unit values. We also may make comparisons to the percentage change in values of
other mutual funds with investment objectives similar to those of the divisions
of the Separate Account being compared.
Tables 1 and 2 show the effective annual rates of return and one year total
returns, respectively, of the funds based on the actual investment performance
(after deduction of investment management fees and direct operating expenses)
underlying each division of the Separate Account. Table 1 shows figures for
periods ended December 31, 1998, while Table 2 shows December 31 one-year total
returns for each year shown. These rates do not reflect:
. the mortality and expense risk charges assessed against the Separate
Account
. deductions from premiums or monthly charges assessed against the account
value of the Policies
. the policy's surrender charges
Therefore, these rates are not illustrative of how actual investment performance
will affect the benefits under the policy (see, however, Illustration of Death
Benefits, Net Surrender Values, and Accumulated Premiums, Appendix D). The rates
of return shown are not necessarily indicative of future performance. You may
consider these rates of return, however, in assessing the competence and
performance of the investment advisers.
36 Appendix C
TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN
AS OF DECEMBER 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
Since
Fund Inception 15 Years 10 Years 5 Years 1 Year
- -------------------------------------------------------------------------------------------------------------------------
MML Equity 14.84% 15.76% 16.39% 19.66% 16.20%
MML Money Market 6.66% 6.16% 5.41% 4.95% 5.16%
MML Managed Bond 10.24% 10.16% 9.19% 7.07% 8.14%
MML Blend 13.67% --- 13.70% 14.60% 13.56%
MML Equity Index 31.03% --- --- --- 28.22%
MML Small Cap Value Equity (23.88%) --- --- --- (23.88%)*
MML Growth Equity --- --- --- --- ---
MML Small Cap Growth Equity --- --- --- --- ---
Oppenheimer Aggressive Growth++ 15.07% --- 16.12% 13.06% 12.36%
Oppenheimer Global Securities 12.49% --- --- 9.67% 14.11%
Oppenheimer Capital Appreciation+ 16.03% --- 16.85% 22.10% 24.00%
Oppenheimer Strategic Bond 6.79% --- --- 6.83% 2.90%
Oppenheimer Main Street Growth & Income 27.00% --- --- --- 4.70%
Oppenheimer High Income 12.26% --- 12.71 8.62 0.31%
Oppenheimer Bond 9.66% --- --- --- 6.80%
Fidelity's VIP II Contrafund(R) 28.62% --- --- --- 29.98%
T. Rowe Price Mid-Cap Growth 20.43% --- --- --- 22.08%
American Century's VP Income & Growth 30.68% --- --- --- 26.87%
Bankers Trust's Small Cap Index 2.07% --- --- --- (2.18%)
Goldman Sachs Capital Growth 13.40% --- --- --- ---
Janus Aspen Capital Appreciation 51.65% --- --- --- 58.11%
Janus Aspen Worldwide Growth 24.06% --- --- 21.32 28.92%
Templeton International 14.10% --- --- 11.74 9.08%
- -------------------------------------------------------------------------------------------------------------------------
The figures in this Table do not reflect any charges at the Separate Account or
Policy level.
+ Prior to May 1, 1999, the Oppenheimer Capital Appreciation Fund/VA was called
the Oppenheimer Growth Fund.
++ Prior to May 1, 1998, the Oppenheimer Aggressive Growth Fund/VA was called
the Oppenheimer Capital Appreciation Fund.
*Since inception.
Dates of inception:
MML Equity Fund - 9/15/71
MML Money Market Fund - 12/16/81
MML Managed Bond Fund - 12/16/81
MML Blend Fund - 2/3/84
MML Equity Index Fund - 5/1/97
MML Small Cap Value Equity Fund - 6/1/98
MML Growth Equity Fund - 5/3/99
MML Small Cap Growth Equity Fund - 5/3/99
Oppenheimer Capital Appreciation Fund/VA - 4/3/85
Oppenheimer Aggressive Growth Fund/VA - 8/15/86
Oppenheimer Global Securities Fund/VA - 11/12/90
Oppenheimer Strategic Bond Fund/VA - 5/3/93
Oppenheimer Main Street Growth and Income - 7/5/95
Oppenheimer High Income Fund/VA - 4/30/86
Oppenheimer Bond Fund/VA - 4/3/85
VIP II Contrafund(R) Portfolio - 1/3/95
T. Rowe Price Mid-Cap Growth Portfolio - 12/31/96
American Century's VP Income & Growth Fund - 10/30/97
Bankers Trust's Small Cap Index Fund - 8/25/97
Goldman Sachs Capital Growth Fund - 5/1/98
Janus Aspen Capital Appreciation Portfolio - 5/1/97
Janus Aspen Worldwide Growth Portfolio - 9/13/93
Templeton International Fund - 5/1/92
Appendix C 37
TABLE 2
ONE YEAR TOTAL RETURNS
- -------------------------------------------------------------------------------------------------------------
MML MML
MML MML MML Small Cap MML Small Cap
Year MML Managed Money Equity Value Growth Growth
Ended Equity** Bond MML Blend Market Index Equity Equity Equity
- -------------------------------------------------------------------------------------------------------------
1998 16.20% 8.14% 13.56% 5.16% 28.22% (23.88%)* --- ---
1997 28.59% 9.91% 20.89% 5.18% 21.93%* --- --- ---
1996 20.25% 3.25% 13.95% 5.01% --- --- --- ---
1995 31.13% 19.14% 23.28% 5.58% --- --- --- ---
1994 4.10% (3.76%) 2.48% 3.84% --- --- --- ---
1993 9.52% 11.81% 9.70% 2.75% --- --- --- ---
1992 10.48% 7.31% 9.36% 3.48% --- --- --- ---
1991 25.56% 16.66% 24.00% 6.01% --- --- --- ---
1990 (0.51%) 8.38% 2.37% 8.12% --- --- --- ---
1989 23.04% 12.83% 19.96% 9.16% --- --- --- ---
1988 16.68% 7.13% 13.40% 7.39% --- --- --- ---
1987 2.10% 2.60% 3.12% 6.49% --- --- --- ---
1986 20.15% 14.46% 18.30% 6.60% --- --- --- ---
1985 30.54% 19.94% 24.88% 8.03% --- --- --- ---
1984 5.40% 11.69% 8.24%* 10.39% --- --- --- ---
1983 22.85% 7.26% --- 8.97% --- --- --- ---
1982 25.67% 22.79%* --- 11.12%* --- --- --- ---
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Oppenheimer
Oppenheimer Oppenheimer Oppenheimer Oppenheimer Main Street
Year Capital Aggressive Global Strategic Growth & Oppenheimer Oppenheimer
Ended Appreciation+ Growth++ Securities Bond Income High Income Bond
- -------------------------------------------------------------------------------------------------------------
1998 24.00% 12.36% 14.11% 2.90% 4.70% 0.31% 6.80%
1997 26.69% 11.67% 22.42% 8.71% 32.48% 21.22% 9.26%
1996 25.20% 20.23% 17.80% 12.07% 32.51% 15.25% 4.80%
1995 36.66% 32.52% 2.24% 15.33% --- 20.37% 17.00%
1994 0.97% (7.59%) (5.72%) (3.78%) --- (3.18%) (1.94%)
1993 7.25% 27.32% 70.32% 4.25%* --- 26.34% 13.04%
1992 14.53% 15.42% (7.11%) --- --- 17.92% 6.50%
1991 25.54% 54.72% 3.39% --- --- 33.91% 17.63%
1990 (8.21%) (16.82%) 0.40%* --- --- 4.65% 7.92%
1989 23.59% 27.57% --- --- --- 4.84% 13.32%
1988 22.09% 13.41% --- --- --- --- ---
1987 3.31% 14.34% --- --- --- --- ---
1986 17.76% (1.65%)* --- --- --- --- ---
1985 9.50%* --- --- --- --- --- ---
1984 --- --- --- --- --- --- ---
1983 --- --- --- --- --- --- ---
1982 --- --- --- --- --- --- ---
- -------------------------------------------------------------------------------------------------------------
The figures in this Table do not reflect any charges at the Separate Account
or Policy level.
* Since inception.
** Performance for the MML Equity Fund for years 1981 through 1974: 6.67%,
27.62%, 19.54%, 3.71%, (0.52%), 24.77%, 32.85%, (17.61%). Performance for the
MML Equity Fund prior to 1974 is not available.
+ Prior to May 1, 1999, the Oppenheimer Capital Appreciation Fund/VA was called
the Oppenheimer Growth Fund.
++ Prior to May 1, 1998, the Oppenheimer Aggressive Growth Fund/VA was called
the Oppenheimer Capital Appreciation Fund.
38 Appendix C
TABLE 2 (continued)
ONE YEAR TOTAL RETURNS
- --------------------------------------------------------------------------------------------------------------------
T. Rowe Goldman Janus
Price Mid VP Income B.T. Small Sachs Janus Aspen Aspen
Year VIP II Cap & Growth Cap Index Capital Capital Worldwide Templeton
Ended Contrafund Growth Fund Fund Growth Appreciation Growth International
- --------------------------------------------------------------------------------------------------------------------
1998 29.98% 22.08% 26.87% (2.18%) 13.40% 58.11% 28.92% 9.08%
1997 24.14% 18.80%* 7.8%* --- --- --- 22.15% 13.78%
1996 21.22% -- -- --- --- --- 29.04% 24.04%
1995 39.72%* -- -- --- --- --- 27.37% 15.78%
1994 --- -- -- --- --- --- 1.53% (2.22%)
1993 --- -- -- --- --- --- --- 47.28%
1992 --- -- -- --- --- --- --- ---
1991 --- -- -- --- --- --- --- ---
1990 --- -- --- --- --- --- --- ---
1989 --- -- --- --- --- --- --- ---
1988 --- -- --- --- --- --- --- ---
1987 --- -- --- --- --- --- --- ---
1986 --- -- --- --- --- --- --- ---
1985 --- -- --- --- --- --- --- ---
1984 --- -- --- --- --- --- --- ---
1983 --- -- --- --- --- --- --- ---
1982 --- -- --- --- --- --- --- ---
- --------------------------------------------------------------------------------------------------------------------
The figures in this Table do not reflect any charges at the Separate Account or
Policy level.
*Since inception.
Dates of inception:
MML Equity Fund - 9/15/71
MML Money Market Fund - 12/16/81
MML Managed Bond Fund - 12/16/81
MML Blend Fund - 2/3/84
MML Equity Index Fund - 5/1/97
MML Small Cap Value Equity Fund - 6/1/98
MML Growth Equity Fund - 5/3/99
MML Small Cap Growth Equity Fund - 5/3/99
Oppenheimer Capital Appreciation Fund/VA - 4/3/85
Oppenheimer Aggressive Growth Fund/VA - 8/15/86
Oppenheimer Global Securities Fund/VA - 11/12/90
Oppenheimer Strategic Bond Fund/VA - 5/3/93
Oppenheimer Main Street Growth and Income - 7/5/95
Oppenheimer High Income Fund/VA - 4/30/86
Oppenheimer Bond Fund/VA - 4/3/85
VIP II Contrafund(R)Portfolio - 1/3/95
T. Rowe Price Mid-Cap Growth Portfolio - 12/31/96
American Century's VP Income & Growth Fund - 10/30/97
Bankers Trust's Small Cap Index Fund - 8/25/97
Goldman Sachs Capital Growth Fund - 5/1/98
Janus Aspen Capital Appreciation Portfolio - 5/1/97
Janus Aspen Worldwide Growth Portfolio - 9/13/93
Templeton International Fund - 5/1/92
Appendix C 39
Appendix D
Illustration of Death Benefits, Net Surrender Values, and Accumulated Premiums
The following tables illustrate the way in which a policy operates. They show
how the death benefit and net surrender value could vary over an extended period
of time assuming the funds experience hypothetical gross rates of investment
return (i.e., investment income and capital gains and losses, realized or
unrealized), equal to constant gross annual rates of 0%, 6%, and 12%. The tables
are based on annual premium payments of $7,500 for a combination of an Ultra
Preferred Non-Tobacco Male age 35 and an Ultra Preferred Non-Tobacco Female age
35. Ultra Preferred Non-Tobacco is currently our best risk classification.
Separate tables are shown for the current and guaranteed schedules of charges.
These tables will assist in the comparison of death benefits and net surrender
values for the policy with those of other variable life policies.
The death benefits and net surrender values for a policy would be different from
the amounts shown if:
. the rates of return averaged 0%, 6%, and 12% over a period of years, but
varied above and below that average in individual Policy Years
. any policy loan were made during the period of time illustrated
. the rates of return for all funds averaged 0%, 6%, and 12% but varied above
or below that average for particular funds.
The death benefits and net surrender values shown in Tables 1, 2, 3, 7, 8, and 9
reflect the following current charges:
. administrative charges of $12 per month per policy in Policy Years 1-10,
and $8 per month in Policy Years 11 and beyond.
. face amount charges of $0.07 per month per $1,000 of Face Amount in
coverage years 1-10.
. insurance charges based on the current rates we are charging for Ultra
Preferred Non-Tobacco, fully underwritten risks.
. mortality and expense risk charges of 0.25% on an annual basis of the daily
net asset value of the Separate Account in all Policy Years.
. fund level expenses of 0.73% on an annual basis of the net asset value of
the Separate Account. These expenses represent the unweighted average of
all fund expenses.
The death benefits and net surrender values shown in Tables 4, 5, 6, 10, 11, and
12 reflect the following guaranteed maximum charges as well as the current fund
level expenses.
. administrative charges equal to $12 per month per policy in all years.
. face amount charge of $0.08 per month per $1,000 of Face Amount in coverage
years 1-10.
. insurance charges based on the Commissioners 1980 Standard Ordinary
Nonsmoker Mortality Table.
. mortality and expense risk charges equal to 0.60% on an annual basis of the
daily net asset value of the Separate Account in all years.
Net surrender values shown in the tables reflect the deduction of surrender
charges in the first 14 Policy Years. The surrender charge in the first five
Years is the Target Premium or $45 per $1,000 of Face Amount if less. In each of
Years six through 14, the surrender charge is equal to the surrender charge in
the preceding year reduced by 10% of the surrender charge in the first year.
Taking the current mortality and expense risk charge and the fund level expenses
into account, the gross rates of 0%, 6%, and 12% are (0.97%), 4.97%, and 10.91%,
respectively, on a net basis.
40 Appendix D
TABLE 1
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 1 $1 million Initial Face Amount
Current Schedule of Charges Guideline Premium Test
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,000,000 $1,000,000 $1,000,000 $2,042 $2,425 $2,810
2 $16,144 $1,000,000 $1,000,000 $1,000,000 $7,925 $9,065 $10,251
3 $24,826 $1,000,000 $1,000,000 $1,000,000 $13,750 $16,033 $18,503
4 $33,942 $1,000,000 $1,000,000 $1,000,000 $19,518 $23,346 $27,654
5 $43,514 $1,000,000 $1,000,000 $1,000,000 $25,227 $31,021 $37,802
6 $53,565 $1,000,000 $1,000,000 $1,000,000 $31,270 $39,466 $49,446
7 $64,118 $1,000,000 $1,000,000 $1,000,000 $37,257 $48,310 $62,317
8 $75,199 $1,000,000 $1,000,000 $1,000,000 $43,187 $57,571 $76,546
9 $86,834 $1,000,000 $1,000,000 $1,000,000 $49,061 $67,271 $92,284
10 $99,051 $1,000,000 $1,000,000 $1,000,000 $54,878 $77,430 $109,692
15 $169,931 $1,000,000 $1,000,000 $1,000,000 $87,447 $140,972 $234,751
20 $260,394 $1,000,000 $1,000,000 $1,000,000 $116,404 $219,256 $441,179
25 $375,851 $1,000,000 $1,000,000 $1,055,017 $143,302 $318,396 $787,326
30 $523,206 $1,000,000 $1,000,000 $1,668,633 $167,363 $443,564 $1,367,732
35 $711,272 $1,000,000 $1,000,000 $2,714,028 $186,702 $601,170 $2,339,679
40 $951,298 $1,000,000 $1,000,000 $4,244,209 $196,881 $800,097 $3,966,551
45 $1,257,639 $1,000,000 $1,108,022 $7,024,435 $186,339 $1,055,260 $6,689,938
50 $1,648,615 $1,000,000 $1,446,886 $11,780,554 $127,241 $1,377,986 $11,219,575
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,942 $6,325 $6,710
2 $11,825 $12,965 $14,151
3 $17,650 $19,933 $22,403
4 $23,418 $27,246 $31,554
5 $29,127 $34,921 $41,702
6 $34,780 $42,976 $52,956
7 $40,377 $51,430 $65,437
8 $45,917 $60,301 $79,276
9 $51,401 $69,611 $94,624
10 $56,828 $79,380 $111,642
15 $87,447 $140,972 $234,751
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 41
TABLE 2
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 2 $1 million Initial Face Amount
Current Schedule of Charges Guideline Premium Test
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- -------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,005,942 $1,006,325 $1,006,710 $2,042 $2,425 $2,810
2 $16,144 $1,011,825 $1,012,965 $1,014,151 $7,925 $9,065 $10,251
3 $24,826 $1,017,650 $1,019,933 $1,022,403 $13,750 $16,033 $18,503
4 $33,942 $1,023,417 $1,027,246 $1,031,554 $19,517 $23,346 $27,654
5 $43,514 $1,029,127 $1,034,920 $1,041,702 $25,227 $31,020 $37,802
6 $53,565 $1,034,780 $1,042,975 $1,052,956 $31,270 $39,465 $49,446
7 $64,118 $1,040,377 $1,051,429 $1,065,436 $37,257 $48,309 $62,316
8 $75,199 $1,045,916 $1,060,300 $1,079,275 $43,186 $57,570 $76,545
9 $86,834 $1,051,399 $1,069,609 $1,094,620 $49,059 $67,269 $92,280
10 $99,051 $1,056,826 $1,079,377 $1,111,637 $54,876 $77,427 $109,687
15 $169,931 $1,087,434 $1,140,949 $1,234,711 $87,434 $140,949 $234,711
20 $260,394 $1,116,352 $1,219,149 $1,440,951 $116,352 $219,149 $440,951
25 $375,851 $1,143,094 $1,317,896 $1,786,029 $143,094 $317,896 $786,029
30 $523,206 $1,166,675 $1,441,582 $2,362,680 $166,675 $441,582 $1,362,680
35 $711,272 $1,184,678 $1,594,121 $3,324,626 $184,678 $594,121 $2,324,626
40 $951,298 $1,191,423 $1,776,662 $4,925,526 $191,423 $776,662 $3,925,526
45 $1,257,639 $1,172,639 $1,980,625 $7,579,912 $172,639 $980,625 $6,579,912
50 $1,648,615 $1,097,917 $2,175,754 $11,962,190 $97,917 $1,175,754 $10,962,190
- -------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
1 $5,942 $6,325 $6,710
2 $11,825 $12,965 $14,151
3 $17,650 $19,933 $22,403
4 $23,417 $27,246 $31,554
5 $29,127 $34,920 $41,702
6 $34,780 $42,975 $52,956
7 $40,377 $51,429 $65,436
8 $45,916 $60,300 $79,275
9 $51,399 $69,609 $94,620
10 $56,826 $79,377 $111,637
15 $87,434 $140,949 $234,711
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
42 Appendix D
TABLE 3
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 3 $1 million Initial Face Amount
Current Schedule of Charges Guideline Premium Test
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,007,500 $1,007,500 $1,007,500 $2,042 $2,425 $2,810
2 $16,144 $1,015,000 $1,015,000 $1,015,000 $7,925 $9,065 $10,251
3 $24,826 $1,022,500 $1,022,500 $1,022,500 $13,750 $16,033 $18,503
4 $33,942 $1,030,000 $1,030,000 $1,030,000 $19,517 $23,346 $27,654
5 $43,514 $1,037,500 $1,037,500 $1,037,500 $25,227 $31,020 $37,802
6 $53,565 $1,045,000 $1,045,000 $1,045,000 $31,270 $39,465 $49,446
7 $64,118 $1,052,500 $1,052,500 $1,052,500 $37,256 $48,309 $62,316
8 $75,199 $1,060,000 $1,060,000 $1,060,000 $43,186 $57,570 $76,545
9 $86,834 $1,067,500 $1,067,500 $1,067,500 $49,059 $67,269 $92,281
10 $99,051 $1,075,000 $1,075,000 $1,075,000 $54,875 $77,427 $109,688
15 $169,931 $1,112,500 $1,112,500 $1,112,500 $87,430 $140,952 $234,727
20 $260,394 $1,150,000 $1,150,000 $1,150,000 $116,337 $219,173 $441,073
25 $375,851 $1,187,500 $1,187,500 $1,187,500 $143,034 $318,060 $786,891
30 $523,206 $1,225,000 $1,225,000 $1,667,635 $166,457 $442,397 $1,366,914
35 $711,272 $1,262,500 $1,262,500 $2,712,446 $183,951 $597,534 $2,338,315
40 $951,298 $1,300,000 $1,300,000 $4,241,782 $189,017 $789,473 $3,964,282
45 $1,257,639 $1,337,500 $1,337,500 $7,020,484 $164,188 $1,026,063 $6,686,175
50 $1,648,615 $1,375,000 $1,393,802 $11,774,041 $65,801 $1,327,430 $11,213,372
- -------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,942 $6,325 $6,710
2 $11,825 $12,965 $14,151
3 $17,650 $19,933 $22,403
4 $23,417 $27,246 $31,554
5 $29,127 $34,920 $41,702
6 $34,780 $42,975 $52,956
7 $40,376 $51,429 $65,436
8 $45,916 $60,300 $79,275
9 $51,399 $69,609 $94,621
10 $56,825 $79,377 $111,638
15 $87,430 $140,952 $234,727
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 43
TABLE 4
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 1 $1 million Initial Face Amount
Guaranteed Schedule of Mortality and Expense Charges and Guideline Premium Test
Current Fund Level Charges
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- ----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- -------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,000,000 $1,000,000 $1,000,000 $1,751 $2,121 $2,491
2 $16,144 $1,000,000 $1,000,000 $1,000,000 $7,323 $8,414 $9,550
3 $24,826 $1,000,000 $1,000,000 $1,000,000 $12,815 $14,990 $17,344
4 $33,942 $1,000,000 $1,000,000 $1,000,000 $18,227 $21,861 $25,952
5 $43,514 $1,000,000 $1,000,000 $1,000,000 $23,559 $29,039 $35,455
6 $53,565 $1,000,000 $1,000,000 $1,000,000 $29,200 $36,927 $46,338
7 $64,118 $1,000,000 $1,000,000 $1,000,000 $34,758 $45,146 $58,311
8 $75,199 $1,000,000 $1,000,000 $1,000,000 $40,233 $53,710 $71,487
9 $86,834 $1,000,000 $1,000,000 $1,000,000 $45,623 $62,632 $85,992
10 $99,051 $1,000,000 $1,000,000 $1,000,000 $50,925 $71,925 $101,961
15 $169,931 $1,000,000 $1,000,000 $1,000,000 $80,683 $129,862 $215,932
20 $260,394 $1,000,000 $1,000,000 $1,000,000 $105,339 $198,586 $399,484
25 $375,851 $1,000,000 $1,000,000 $1,000,000 $125,315 $281,785 $700,876
30 $523,206 $1,000,000 $1,000,000 $1,460,439 $137,189 $380,585 $1,197,081
35 $711,272 $1,000,000 $1,000,000 $2,329,056 $131,673 $493,759 $2,007,807
40 $951,298 $1,000,000 $1,000,000 $3,563,630 $87,906 $618,955 $3,330,495
45 $1,257,639 $0 $1,000,000 $5,765,882 $0 $752,923 $5,491,317
50 $1,648,615 $0 $1,000,000 $9,390,604 $0 $915,774 $8,943,432
- -------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,651 $6,021 $6,391
2 $11,223 $12,314 $13,450
3 $16,715 $18,890 $21,244
4 $22,127 $25,761 $29,852
5 $27,459 $32,939 $39,355
6 $32,710 $40,437 $49,848
7 $37,878 $48,266 $61,431
8 $42,963 $56,440 $74,217
9 $47,963 $64,972 $88,332
10 $52,875 $73,875 $103,911
15 $80,683 $129,862 $215,932
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
44 Appendix D
TABLE 5
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 2 $1 million Initial Face Amount
Guaranteed Schedule of Mortality and Expense Charges and Guideline Premium Test
Current Fund Level Charges
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,005,651 $1,006,021 $1,006,391 $1,751 $2,121 $2,491
2 $16,144 $1,011,223 $1,012,314 $1,013,450 $7,323 $8,414 $9,550
3 $24,826 $1,016,715 $1,018,889 $1,021,244 $12,815 $14,989 $17,344
4 $33,942 $1,022,126 $1,025,760 $1,029,850 $18,226 $21,860 $25,950
5 $43,514 $1,027,457 $1,032,937 $1,039,352 $23,557 $29,037 $35,452
6 $53,565 $1,032,707 $1,040,433 $1,049,843 $29,197 $36,923 $46,333
7 $64,118 $1,037,873 $1,048,259 $1,061,422 $34,753 $45,139 $58,302
8 $75,199 $1,042,955 $1,056,428 $1,074,202 $40,225 $53,698 $71,472
9 $86,834 $1,047,950 $1,064,954 $1,088,307 $45,610 $62,614 $85,967
10 $99,051 $1,052,857 $1,073,848 $1,103,871 $50,907 $71,898 $101,921
15 $169,931 $1,080,590 $1,129,701 $1,215,648 $80,590 $129,701 $215,648
20 $260,394 $1,104,997 $1,197,884 $1,397,984 $104,997 $197,884 $397,984
25 $375,851 $1,124,249 $1,279,174 $1,694,021 $124,249 $279,174 $694,021
30 $523,206 $1,134,252 $1,371,856 $2,171,886 $134,252 $371,856 $1,171,886
35 $711,272 $1,124,234 $1,465,828 $2,934,869 $124,234 $465,828 $1,934,869
40 $951,298 $1,072,136 $1,534,907 $4,138,201 $72,136 $534,907 $3,138,201
45 $1,257,639 $0 $1,510,014 $5,996,932 $0 $510,014 $4,996,932
50 $1,648,615 $0 $1,267,615 $8,825,609 $0 $267,615 $7,825,609
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,651 $6,021 $6,391
2 $11,223 $12,314 $13,450
3 $16,715 $18,889 $21,244
4 $22,126 $25,760 $29,850
5 $27,457 $32,937 $39,352
6 $32,707 $40,433 $49,843
7 $37,873 $48,259 $61,422
8 $42,955 $56,428 $74,202
9 $47,950 $64,954 $88,307
10 $52,857 $73,848 $103,871
15 $80,590 $129,701 $215,648
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 45
TABLE 6
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 3 $1 million Initial Face Amount
Guaranteed Schedule of Mortality and Expense Charges and Guideline Premium Test
Current Fund Level Charges
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,007,500 $1,007,500 $1,007,500 $1,751 $2,121 $2,491
2 $16,144 $1,015,000 $1,015,000 $1,015,000 $7,323 $8,414 $9,550
3 $24,826 $1,022,500 $1,022,500 $1,022,500 $12,814 $14,989 $17,344
4 $33,942 $1,030,000 $1,030,000 $1,030,000 $18,226 $21,860 $25,950
5 $43,514 $1,037,500 $1,037,500 $1,037,500 $23,557 $29,036 $35,452
6 $53,565 $1,045,000 $1,045,000 $1,045,000 $29,196 $36,922 $46,333
7 $64,118 $1,052,500 $1,052,500 $1,052,500 $34,751 $45,138 $58,303
8 $75,199 $1,060,000 $1,060,000 $1,060,000 $40,222 $53,697 $71,473
9 $86,834 $1,067,500 $1,067,500 $1,067,500 $45,605 $62,612 $85,970
10 $99,051 $1,075,000 $1,075,000 $1,075,000 $50,900 $71,896 $101,928
15 $169,931 $1,112,500 $1,112,500 $1,112,500 $80,554 $129,707 $215,743
20 $260,394 $1,150,000 $1,150,000 $1,150,000 $104,861 $197,988 $398,715
25 $375,851 $1,187,500 $1,187,500 $1,187,500 $123,780 $279,799 $698,204
30 $523,206 $1,225,000 $1,225,000 $1,453,424 $132,690 $374,612 $1,191,331
35 $711,272 $1,262,500 $1,262,500 $2,318,157 $118,778 $476,307 $1,998,411
40 $951,298 $1,300,000 $1,300,000 $3,547,250 $52,054 $569,365 $3,315,187
45 $1,257,639 $0 $1,337,500 $5,739,745 $0 $608,158 $5,466,424
50 $1,648,615 $0 $1,375,000 $9,348,548 $0 $474,240 $8,903,379
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,651 $6,021 $6,391
2 $11,223 $12,314 $13,450
3 $16,714 $18,889 $21,244
4 $22,126 $25,760 $29,850
5 $27,457 $32,936 $39,352
6 $32,706 $40,432 $49,843
7 $37,871 $48,258 $61,423
8 $42,952 $56,427 $74,203
9 $47,945 $64,952 $88,310
10 $52,850 $73,846 $103,878
15 $80,554 $129,707 $215,743
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
46 Appendix D
TABLE 7
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 1 $1 million Initial Face Amount
Current Schedule of Charges Cash Value Test
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,000,000 $1,000,000 $1,000,000 $2,042 $2,425 $2,810
2 $16,144 $1,000,000 $1,000,000 $1,000,000 $7,925 $9,065 $10,251
3 $24,826 $1,000,000 $1,000,000 $1,000,000 $13,750 $16,033 $18,503
4 $33,942 $1,000,000 $1,000,000 $1,000,000 $19,518 $23,346 $27,654
5 $43,514 $1,000,000 $1,000,000 $1,000,000 $25,227 $31,021 $37,802
6 $53,565 $1,000,000 $1,000,000 $1,000,000 $31,270 $39,466 $49,446
7 $64,118 $1,000,000 $1,000,000 $1,000,000 $37,257 $48,310 $62,317
8 $75,199 $1,000,000 $1,000,000 $1,000,000 $43,187 $57,571 $76,546
9 $86,834 $1,000,000 $1,000,000 $1,000,000 $49,061 $67,271 $92,284
10 $99,051 $1,000,000 $1,000,000 $1,000,000 $54,878 $77,430 $109,692
15 $169,931 $1,000,000 $1,000,000 $1,000,000 $87,447 $140,972 $234,751
20 $260,394 $1,000,000 $1,000,000 $1,389,498 $116,404 $219,256 $441,111
25 $375,851 $1,000,000 $1,000,000 $2,051,892 $143,302 $318,396 $786,166
30 $523,206 $1,000,000 $1,000,000 $2,981,266 $167,363 $443,564 $1,361,308
35 $711,272 $1,000,000 $1,111,542 $4,283,086 $186,702 $600,834 $2,315,182
40 $951,298 $1,000,000 $1,265,653 $6,177,763 $196,881 $796,008 $3,885,385
45 $1,257,639 $1,000,000 $1,447,175 $9,013,378 $186,339 $1,033,696 $6,438,127
50 $1,648,615 $1,000,000 $1,671,110 $13,358,159 $127,241 $1,315,835 $10,518,235
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,942 $6,325 $6,710
2 $11,825 $12,965 $14,151
3 $17,650 $19,933 $22,403
4 $23,418 $27,246 $31,554
5 $29,127 $34,921 $41,702
6 $34,780 $42,976 $52,956
7 $40,377 $51,430 $65,437
8 $45,917 $60,301 $79,276
9 $51,401 $69,611 $94,624
10 $56,828 $79,380 $111,642
15 $87,447 $140,972 $234,751
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 47
TABLE 8
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 2 $1 million Initial Face Amount
Current Schedule of Charges Cash Value Test
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,005,942 $1,006,325 $1,006,710 $2,042 $2,425 $2,810
2 $16,144 $1,011,825 $1,012,965 $1,014,151 $7,925 $9,065 $10,251
3 $24,826 $1,017,650 $1,019,933 $1,022,403 $13,750 $16,033 $18,503
4 $33,942 $1,023,417 $1,027,246 $1,031,554 $19,517 $23,346 $27,654
5 $43,514 $1,029,127 $1,034,920 $1,041,702 $25,227 $31,020 $37,802
6 $53,565 $1,034,780 $1,042,975 $1,052,956 $31,270 $39,465 $49,446
7 $64,118 $1,040,377 $1,051,429 $1,065,436 $37,257 $48,309 $62,316
8 $75,199 $1,045,916 $1,060,300 $1,079,275 $43,186 $57,570 $76,545
9 $86,834 $1,051,399 $1,069,609 $1,094,620 $49,059 $67,269 $92,280
10 $99,051 $1,056,826 $1,079,377 $1,111,637 $54,876 $77,427 $109,687
15 $169,931 $1,087,434 $1,140,949 $1,234,711 $87,434 $140,949 $234,711
20 $260,394 $1,116,352 $1,219,149 $1,440,951 $116,352 $219,149 $440,951
25 $375,851 $1,143,094 $1,317,896 $2,051,162 $143,094 $317,896 $785,886
30 $523,206 $1,166,675 $1,441,582 $2,980,241 $166,675 $441,582 $1,360,841
35 $711,272 $1,184,678 $1,594,121 $4,281,644 $184,678 $594,121 $2,314,402
40 $951,298 $1,191,423 $1,776,662 $6,175,708 $191,423 $776,662 $3,884,093
45 $1,257,639 $1,172,639 $1,980,625 $9,010,401 $172,639 $980,625 $6,436,001
50 $1,648,615 $1,097,917 $2,175,754 $13,353,767 $97,917 $1,175,754 $10,514,777
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,942 $6,325 $6,710
2 $11,825 $12,965 $14,151
3 $17,650 $19,933 $22,403
4 $23,417 $27,246 $31,554
5 $29,127 $34,920 $41,702
6 $34,780 $42,975 $52,956
7 $40,377 $51,429 $65,436
8 $45,916 $60,300 $79,275
9 $51,399 $69,609 $94,620
10 $56,826 $79,377 $111,637
15 $87,434 $140,949 $234,711
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
48 Appendix D
TABLE 9
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 3 $1 million Initial Face Amount
Current Schedule of Charges Cash Value Test
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,007,500 $1,007,500 $1,007,500 $2,042 $2,425 $2,810
2 $16,144 $1,015,000 $1,015,000 $1,015,000 $7,925 $9,065 $10,251
3 $24,826 $1,022,500 $1,022,500 $1,022,500 $13,750 $16,033 $18,503
4 $33,942 $1,030,000 $1,030,000 $1,030,000 $19,517 $23,346 $27,654
5 $43,514 $1,037,500 $1,037,500 $1,037,500 $25,227 $31,020 $37,802
6 $53,565 $1,045,000 $1,045,000 $1,045,000 $31,270 $39,465 $49,446
7 $64,118 $1,052,500 $1,052,500 $1,052,500 $37,256 $48,309 $62,316
8 $75,199 $1,060,000 $1,060,000 $1,060,000 $43,186 $57,570 $76,545
9 $86,834 $1,067,500 $1,067,500 $1,067,500 $49,059 $67,269 $92,281
10 $99,051 $1,075,000 $1,075,000 $1,075,000 $54,875 $77,427 $109,688
15 $169,931 $1,112,500 $1,112,500 $1,112,500 $87,430 $140,952 $234,727
20 $260,394 $1,150,000 $1,150,000 $1,389,302 $116,337 $219,173 $441,048
25 $375,851 $1,187,500 $1,187,500 $2,051,627 $143,034 $318,060 $786,064
30 $523,206 $1,225,000 $1,225,000 $2,980,906 $166,457 $442,397 $1,361,144
35 $711,272 $1,262,500 $1,262,500 $4,282,601 $183,951 $597,534 $2,314,919
40 $951,298 $1,300,000 $1,300,000 $6,177,109 $189,017 $789,473 $3,884,974
45 $1,257,639 $1,337,500 $1,434,780 $9,012,498 $164,188 $1,024,843 $6,437,499
50 $1,648,615 $1,375,000 $1,657,332 $13,356,990 $65,801 $1,304,986 $10,517,315
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,942 $6,325 $6,710
2 $11,825 $12,965 $14,151
3 $17,650 $19,933 $22,403
4 $23,417 $27,246 $31,554
5 $29,127 $34,920 $41,702
6 $34,780 $42,975 $52,956
7 $40,376 $51,429 $65,436
8 $45,916 $60,300 $79,275
9 $51,399 $69,609 $94,621
10 $56,825 $79,377 $111,638
15 $87,430 $140,952 $234,727
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 49
TABLE 10
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 1 $1 million Initial Face Amount
Guaranteed Schedule of Mortality and Expense Charges and Cash Value Test
Current Fund Level Charges
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,000,000 $1,000,000 $1,000,000 $1,751 $2,121 $2,491
2 $16,144 $1,000,000 $1,000,000 $1,000,000 $7,323 $8,414 $9,550
3 $24,826 $1,000,000 $1,000,000 $1,000,000 $12,815 $14,990 $17,344
4 $33,942 $1,000,000 $1,000,000 $1,000,000 $18,227 $21,861 $25,952
5 $43,514 $1,000,000 $1,000,000 $1,000,000 $23,559 $29,039 $35,455
6 $53,565 $1,000,000 $1,000,000 $1,000,000 $29,200 $36,927 $46,338
7 $64,118 $1,000,000 $1,000,000 $1,000,000 $34,758 $45,146 $58,311
8 $75,199 $1,000,000 $1,000,000 $1,000,000 $40,233 $53,710 $71,487
9 $86,834 $1,000,000 $1,000,000 $1,000,000 $45,623 $62,632 $85,992
10 $99,051 $1,000,000 $1,000,000 $1,000,000 $50,925 $71,925 $101,961
15 $169,931 $1,000,000 $1,000,000 $1,000,000 $80,683 $129,862 $215,932
20 $260,394 $1,000,000 $1,000,000 $1,257,628 $105,339 $198,586 $399,247
25 $375,851 $1,000,000 $1,000,000 $1,817,457 $125,315 $281,785 $696,344
30 $523,206 $1,000,000 $1,000,000 $2,565,682 $137,189 $380,585 $1,171,544
35 $711,272 $1,000,000 $1,000,000 $3,541,135 $131,673 $493,759 $1,914,127
40 $951,298 $1,000,000 $1,000,000 $4,833,658 $87,906 $618,955 $3,040,036
45 $1,257,639 $0 $1,049,748 $6,529,825 $0 $749,820 $4,664,161
50 $1,648,615 $0 $1,110,024 $8,775,423 $0 $874,035 $6,909,782
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,651 $6,021 $6,391
2 $11,223 $12,314 $13,450
3 $16,715 $18,890 $21,244
4 $22,127 $25,761 $29,852
5 $27,459 $32,939 $39,355
6 $32,710 $40,437 $49,848
7 $37,878 $48,266 $61,431
8 $42,963 $56,440 $74,217
9 $47,963 $64,972 $88,332
10 $52,875 $73,875 $103,911
15 $80,683 $129,862 $215,932
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
50 Appendix D
TABLE 11
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 2 $1 million Initial Face Amount
Guaranteed Schedule of Mortality and Expense Charges and Cash Value Test
Current Fund Level Charges
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- -----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,005,651 $1,006,021 $1,006,391 $1,751 $2,121 $2,491
2 $16,144 $1,011,223 $1,012,314 $1,013,450 $7,323 $8,414 $9,550
3 $24,826 $1,016,715 $1,018,889 $1,021,244 $12,815 $14,989 $17,344
4 $33,942 $1,022,126 $1,025,760 $1,029,850 $18,226 $21,860 $25,950
5 $43,514 $1,027,457 $1,032,937 $1,039,352 $23,557 $29,037 $35,452
6 $53,565 $1,032,707 $1,040,433 $1,049,843 $29,197 $36,923 $46,333
7 $64,118 $1,037,873 $1,048,259 $1,061,422 $34,753 $45,139 $58,302
8 $75,199 $1,042,955 $1,056,428 $1,074,202 $40,225 $53,698 $71,472
9 $86,834 $1,047,950 $1,064,954 $1,088,307 $45,610 $62,614 $85,967
10 $99,051 $1,052,857 $1,073,848 $1,103,871 $50,907 $71,898 $101,921
15 $169,931 $1,080,590 $1,129,701 $1,215,648 $80,590 $129,701 $215,648
20 $260,394 $1,104,997 $1,197,884 $1,397,984 $104,997 $197,884 $397,984
25 $375,851 $1,124,249 $1,279,174 $1,811,032 $124,249 $279,174 $693,882
30 $523,206 $1,134,252 $1,371,856 $2,556,961 $134,252 $371,856 $1,167,562
35 $711,272 $1,124,234 $1,465,828 $3,529,381 $124,234 $465,828 $1,907,773
40 $951,298 $1,072,136 $1,534,907 $4,817,846 $72,136 $534,907 $3,030,092
45 $1,257,639 $0 $1,510,014 $6,508,662 $0 $510,014 $4,649,044
50 $1,648,615 $0 $1,267,615 $8,747,157 $0 $267,615 $6,887,525
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $5,651 $6,021 $6,391
2 $11,223 $12,314 $13,450
3 $16,715 $18,889 $21,244
4 $22,126 $25,760 $29,850
5 $27,457 $32,937 $39,352
6 $32,707 $40,433 $49,843
7 $37,873 $48,259 $61,422
8 $42,955 $56,428 $74,202
9 $47,950 $64,954 $88,307
10 $52,857 $73,848 $103,871
15 $80,590 $129,701 $215,648
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 51
TABLE 12
Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
Male and Female Each Issue Age 35, Ultra Preferred Non-Tobacco $7,500 Annual Premium
Death Benefit Option 3 $1 million Initial Face Amount
Guaranteed Schedule of Mortality and Expense Charges and Cash Value Test
Current Fund Level Charges
Death Benefit Assuming Hypothetical Net Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- ----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------------------- ----------------------------------------------- ----------------------------------------------
1 $7,875 $1,007,500 $1,007,500 $1,007,500 $1,751 $2,121 $2,491
2 $16,144 $1,015,000 $1,015,000 $1,015,000 $7,323 $8,414 $9,550
3 $24,826 $1,022,500 $1,022,500 $1,022,500 $12,814 $14,989 $17,344
4 $33,942 $1,030,000 $1,030,000 $1,030,000 $18,226 $21,860 $25,950
5 $43,514 $1,037,500 $1,037,500 $1,037,500 $23,557 $29,036 $35,452
6 $53,565 $1,045,000 $1,045,000 $1,045,000 $29,196 $36,922 $46,333
7 $64,118 $1,052,500 $1,052,500 $1,052,500 $34,751 $45,138 $58,303
8 $75,199 $1,060,000 $1,060,000 $1,060,000 $40,222 $53,697 $71,473
9 $86,834 $1,067,500 $1,067,500 $1,067,500 $45,605 $62,612 $85,970
10 $99,051 $1,075,000 $1,075,000 $1,075,000 $50,900 $71,896 $101,928
15 $169,931 $1,112,500 $1,112,500 $1,112,500 $80,554 $129,707 $215,743
20 $260,394 $1,150,000 $1,150,000 $1,255,848 $104,861 $197,988 $398,682
25 $375,851 $1,187,500 $1,187,500 $1,815,086 $123,780 $279,799 $695,435
30 $523,206 $1,225,000 $1,225,000 $2,562,518 $132,690 $374,612 $1,170,100
35 $711,272 $1,262,500 $1,262,500 $3,536,962 $118,778 $476,307 $1,911,871
40 $951,298 $1,300,000 $1,300,000 $4,828,193 $52,054 $569,365 $3,036,599
45 $1,257,639 $0 $1,337,500 $6,522,769 $0 $608,158 $4,659,121
50 $1,648,615 $0 $1,375,000 $8,766,426 $0 $474,240 $6,902,697
- ------------------------- ----------------------------------------------- ----------------------------------------------
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
1 $5,651 $6,021 $6,391
2 $11,223 $12,314 $13,450
3 $16,714 $18,889 $21,244
4 $22,126 $25,760 $29,850
5 $27,457 $32,936 $39,352
6 $32,706 $40,432 $49,843
7 $37,871 $48,258 $61,423
8 $42,952 $56,427 $74,203
9 $47,945 $64,952 $88,310
10 $52,850 $73,846 $103,878
15 $80,554 $129,707 $215,743
--------------------------------------------------------------
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
52 Appendix D
Appendix E
Directors of Massachusetts Mutual Life Insurance Company
Name, Position, Business Address Principal Occupation(s) During Past Five Years
Roger G. Ackerman, Director Corning, Inc.
One Riverfront Plaza, HQE 2 Chairman and Chief Executive Officer (since 1996)
Corning, NY 14831 President and Chief Operating Officer (1990-1996)
James R. Birle, Director Resolute Partners, LLC
2 Soundview Drive Chairman (since 1997), Founder (1994)
Greenwich, CT 06836 President (1994-1997)
Blackstone Group
General Partner (1988-1994)
Gene Chao, Director Computer Projections, Inc.
733 SW Vista Avenue Chairman, President and CEO (since 1991)
Portland, OR 97205
Patricia Diaz Dennis, Director SBC Communications Inc.
175 East Houston, Room 5-A-70 Senior Vice President - Regulatory and Public Affairs (since 1998)
San Antonio, TX 78205 Senior Vice President and Assistant General Counsel (1995-1998)
Sullivan & Cromwell
Special Counsel (1993-1995)
U.S. Department of State
Asst. Secy. of State for Human Rights and Human Affrs. (1992-1993)
Anthony Downs, Director The Brookings Institution
1775 Massachusetts Ave., N.W. Senior Fellow (since 1977)
Washington, DC 20036-2188
James L. Dunlap, Director Ocean Energy, Inc.
1201 Louisiana, Suite 1400 Vice Chairman (since 1998)
Houston, TX 77002-5603 United Meridian Corporation
President and Chief Operating Officer (1996-1998)
Texaco, Inc.
Senior Vice President (1987-1996)
William B. Ellis, Director Yale University School of Forestry and Environmental Studies
31 Pound Foolish Lane Senior Fellow (since 1995)
Glastonbury, CT 06033 Northeast Utilities
Chairman of the Board (1993-1995) and Chief Executive Officer (1983-1993)
Robert M. Furek, Director Resolute Partners LLC
1 State Street, Suite 2310 Partner (since 1997)
Hartford, CT 06103 State Board of Trustees for the Hartford School System
Chairman (since 1997)
Heublein, Inc.
President and Chief Executive Officer (1987-1996)
Appendix E 53
Name, Position, Business Address Principal Occupation(s) During Past Five Years
Charles K. Gifford, Director BankBoston, N.A.
100 Federal Street Chairman and Chief Executive Officer (since 1996)
Boston, MA 02110 President (1989-1996)
BankBoston Corporation
Chairman (since 1998) and Chief Executive Officer (since 1995)
President (1989-1996)
William N. Griggs, Director Griggs & Santow, Inc.
75 Wall Street, 20th Floor Managing Director (since 1983)
New York, NY 10005
George B. Harvey, Director Pitney Bowes
One Landmark Square, Suite 1905 Chairman, President and CEO (1983-1996)
Stamford, CT 06901
Barbara B. Hauptfuhrer, Director Director of various corporations (since 1972)
1700 Old Welsh Road
Huntingdon Valley, PA 19006
Sheldon B. Lubar, Director Lubar & Co. Incorporated
700 North Water Street, Suite 1200 Chairman (since 1977)
Milwaukee, WI 53202
William B. Marx, Jr., Director Lucent Technologies
5 Peacock Lane Senior Executive Vice President (1996-1996)
Village of Golf, FL 33436-5299 AT&T Multimedia Products Group
Executive Vice President and CEO (1994-1996)
AT&T Network Systems Group
Executive Vice President and CEO (1993-1994)
Group Executive and President (1989-1993)
John F. Maypole, Director Peach State Real Estate Holding Company
55 Sandy Hook Road - North Managing Partner (since 1984)
Sarasota, FL 34242
Robert J. O'Connell, Director, MassMutual
President and Chief Executive Officer President and Chief Executive Officer (since 1999)
1295 State Street American International Group, Inc.
Springfield, MA 01111 Senior Vice President (1991-1998)
AIG Life Companies
President and Chief Executive Officer (1991-1998)
Thomas B. Wheeler, Director and MassMutual
Chairman of the Board Chairman of the Board (since 1996)
1295 State Street President (1988-1996) and Chief Executive Officer (1988-1999)
Springfield, MA 01111
54 Appendix E
Name, Position, Business Address Principal Occupation(s) During Past Five Years
Alfred M. Zeien, Director The Gillette Company
Prudential Tower Chairman and Chief Executive Officer (since 1991)
Boston, MA 02199
Executive Vice Presidents:
Lawrence V. Burkett, Jr. MassMutual
1295 State Street Executive Vice President and General Counsel (since 1993)
Springfield, MA 01111 Senior Vice President and Deputy General Counsel (1992-1993)
Peter J. Daboul MassMutual
1295 State Street Executive Vice President and Chief Information Officer (since 1997)
Springfield, MA 01111 Senior Vice President (1990-1997)
John B. Davies MassMutual
1295 State Street Executive Vice President (since 1994)
Springfield, MA 01111 Associate Executive Vice President (1994-1994)
General Agent (1982-1993)
Daniel J. Fitzgerald MassMutual
1295 State Street Executive Vice President (since 1994)
Springfield, MA 01111 Corporate Financial Operations (1994-1997)
Senior Vice President (1991-1994)
James E. Miller MassMutual
1295 State Street Executive Vice President (since 1997 and 1987-1996)
Springfield, MA 01111 UniCare Life & Health
Senior Vice President (1996-1997)
John V. Murphy MassMutual
1295 State Street Executive Vice President (since 1997)
Springfield, MA 01111 David L. Babson & Co., Inc.
Executive Vice President and Chief Operating Officer (1995-1997)
Concert Capital Management, Inc.
Chief Operating Officer (1993-1995)
Liberty Financial Companies
Senior Vice President and Chief Financial Officer (1977-1993)
Joseph M. Zubretsky MassMutual
1295 State Street Executive Vice President and Chief Financial Officer (since 1997)
Springfield, MA 01111 HealthSource
Chief Financial Officer (1996-1996)
Coopers & Lybrand
Partner (1990-1996)
Appendix E 55
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission (the "Commission") such supplementary and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
Article V of the Bylaws of MassMutual provide for indemnification of directors
and officers as follows:
Article V. Subject to limitations of law, the Company shall indemnify:
(a) each director, officer or employee;
(b) any individual who serves at the request of the Company as Secretary, a
director, board member, committee member, officer or employee of any
organization or any separate investment account; or
(c) any individual who serves in any capacity with respect to any employee
benefit plan; from and against all loss, liability and expense imposed
upon or incurred by such person in connection with any action, claim or
proceeding of any nature whatsoever, in which such person may be
involved or with which he or she may be threatened, by reason of any
alleged act, omission or otherwise while serving in any such capacity.
Indemnification shall be provided although the person no longer serves in
such capacity and shall include protection for the person's heirs and legal
representatives. Indemnities hereunder shall include, but not be limited
to, all costs and reasonable counsel fees, fines, penalties, judgments or
awards of any kind, and the amount of reasonable settlements, whether or
not payable to the Company or to any of the other entities described in the
preceding paragraph, or to the policyholders or security holders thereof.
Notwithstanding the foregoing, no indemnification shall be provided
with respect to:
(1) any matter as to which the person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the
Company or, to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests
of the participants or beneficiaries of such employee benefit
plan;
(2) any liability to any entity which is registered as an investment
company under the Federal Investment Company Act of 1940 or to
the security holders thereof, where the basis for such liability
is willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of office; and
(3) any action, claim or proceeding voluntarily initiated by any
person seeking indemnification, unless such action, claim or
proceeding had been authorized by the Board of Directors or
unless such person's indemnification is awarded by vote of the
Board of Directors.
In any matter disposed of by settlement or in the event of an
adjudication which in the opinion of the General Counsel or his
delegate does not make a sufficient determination of conduct
which could preclude or permit indemnification in accordance
with the preceding paragraphs (1), (2) and (3), the person shall
be entitled to indemnification unless, as determined by the
majority of the disinterested directors or in the opinion of
counsel (who may be an officer of the Company or outside counsel
employed by the Company), such person's conduct was such as
precludes indemnification under any of such paragraphs.
The Company may at its option indemnify for expenses incurred in
connection with any action or proceeding in advance of its final
disposition, upon receipt of a satisfactory undertaking for
repayment if it be subsequently determined that the person thus
indemnified is not entitled to indemnification under this
Article V.
Insofar as indemnification for liability arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
REPRESENTATION UNDER SECTION 26(e)(2)(A) OF
THE INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that the fees and
charges deducted under the flexible premium variable whole life insurance
policies described in this Registration Statement in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.
CONTENTS OF FILING
This Registration Statement is comprised of the following documents:
The Facing Sheet.
Cross-Reference to items required by Form N-8B-2.
The Prospectus consisting of 55 pages.
The Undertaking to File Reports.
The Undertaking pursuant to Rule 484 under the Securities Act of
1993.
Representation under Section 26(e)(2)(a) of the Investment Company
Act of 1940.
The Signatures.
Written Consents of the Following Persons:
1. To be filed: Deloitte & Touche LLP and PricewaterhouseCoopers
LLP as its independent accountants;
2. Form of Counsel's opinion as to the legality of securities
being registered;
3. Form of Opinion and consent of Craig Waddington, FSA, MAAA,
opining as to actuarial matters contained in the Registration
Statement.
99.A. The following Exhibits correspond to those required by Paragraph A of
the instructions as to Exhibits in Form N-8B-2:
1a. Resolution of Board of Directors of MassMutual establishing the
Separate Account./1/
1b. To be filed: Certificate of Secretary as to the establishment of the
SVUL II Segment of the Separate Account.
2. Not Applicable.
3a. Form of Distribution Servicing Agreement between MML Distributors, LLC
and MassMutual./3/
3b. Form of Co-Underwriting Agreement between MML Investors Services, Inc.
and MassMutual./3/
4. Not Applicable.
5.a. Form of Survivorship Flexible Premium Adjustable Variable Life
insurance policy.
b. Form of Survivorship Term Rider/10/
c. Form of Estate Protection Rider/10/
d. Form of Accelerated Death Benefit Rider/10/
e. Form of Policy Split Option Rider/10/
6a. Certificate of Incorporation of MassMutual./1/
6b. By-Laws of MassMutual./1/
7. Not Applicable.
8. Form of Participation Agreements.
a. Oppenheimer Variable Account Fund/1/
b. Variable Insurance Products Fund II/4/
c. T. Rowe Price Equity Series, Inc./5/
d. American Century Variable Portfolios, Inc./4/
e. Janus Aspen Trust/11/
f. Bankers Trust/11/
g. Goldman Sachs Trust/5/
h. Templeton Trust/11/
9. Not Applicable.
10. To be filed: Form of Application for a Survivorship Flexible Premium
Adjustable Variable Life insurance policy.
11. Form of Memorandum describing MassMutual's issuance, transfer, and
redemption procedures for the Policy./6/
99.B. Form of Opinion and Consent of Counsel as to the legality of the
securities being registered.
99.C. No financial statement will be omitted from the Prospectus pursuant to
Instruction 1(b) or (c) of Part I.
99.D. Not Applicable.
99.E. To be filed: Consents of Deloitte & Touche LLP and PricewaterhouseCoopers
LLP as independent accountants.
99.F. Form of Opinion and consent of Craig Waddington, FSA, MAAA,
as to actuarial matters pertaining to the securities being registered.
99.G.
1. Powers of Attorney/7/
2. Power of Attorney - Roger G. Ackerman/8/
3. Powers of Attorney - Robert J. O'Connell and Thomas B. Wheeler/9/
27 Not Applicable
__________
/1/ Incorporated by reference to Initial Registration Statement of the Separate
Account filed with the Commission as an exhibit on February 28,1997.
(Registration No. 333-22557)
/2/ Incorporated by reference to Registration Statement asan exhibit filed with
the Commission on December 5, 1997.
/3/ Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement No. 33-89798 as an exhibit filed with the Commission on May 1, 1997.
/4/ Incorporated by reference to the Pre-Effective Amendment No. 2 to
Registration Statement No. 333-41657 filed with the Commission as an exhibit on
May 26, 1998.
/5/ Incorporated by reference to the Initial Registration Statement No. 333-
65887 filed with the Commission as an exhibit on October 20, 1998.
/6/ Incorporated by reference to the Pre-Effective Amendment No. 1 to
Registration Statement No. 333-41667 filed with the Commission as an exhibit on
March 18, 1998.
/7/ Incorporated by reference to Registration Statement No. 333-22557 filed with
the Commission as an exhibit on February 28, 1997.
/8/ Incorporated by reference to the Pre-Effective Amendment No. 1 to
Registration Statement No. 333-45039 on Form N-4 filed with the Commission as an
exhibit on June 4, 1998.
/9/ Incorporated by reference to the Pre-Effective Amendment No. 1 to
Registration Statement No. 333-65887 filed with the Commission on Form S-6 as an
exhibit on January 28, 1999.
/10/Incorporated by reference to the initial Registration Statement to SVULII-
C.M. Life filed with the Commission as an exhibit on October 5, 1999.
/11/Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement No. 333-80991 filed with the Commission on September 20, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
caused this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, all in the city of Springfield and the Commonwealth
of Massachusetts, on the 4th day of October, 1999.
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Robert J. O'Connell*
-----------------------------------------------
Robert J. O'Connell, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe on October 4, 1999, as Attorney-in-Fact pursuant to
- --------------------
*Richard M. Howe powers of attorney filed herewith.
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the duties indicated.
Signature Title Date
--------- ----- ----
/s/ Robert J. O'Connell * Chief Executive Officer and October 4, 1999
- ---------------------------- Chairman of the Board
Robert J. O'Connell
/s/ Joseph M. Zubretsky* Executive Vice President, October 4, 1999
- ----------------------------- Chief Financial Officer &
Joseph M. Zubretsky Chief Accounting Officer
- -----------------------------
/s/ Roger G. Ackerman* Director October 4, 1999
- -----------------------------
Roger G. Ackerman
/s/ James R. Birle* Director October 4, 1999
- -----------------------------
James R. Birle
/s/ Gene Chao* Director October 4, 1999
- -----------------------------
Gene Chao, Ph.D.
/s/ Patricia Diaz Dennis* Director October 4, 1999
- -----------------------------
Patricia Diaz Dennis
/s/ Anthony Downs* Director October 4, 1999
- -----------------------------
Anthony Downs
/s/ James L. Dunlap* Director October 4, 1999
- -----------------------------
James L. Dunlap
/s/ William B. Ellis* Director October 4, 1999
- -----------------------------
William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director October 4, 1999
- -----------------------------
Robert M. Furek
/s/ Charles K. Gifford* Director October 4, 1999
- -----------------------------
Charles K. Gifford
/s/ William N. Griggs* Director October 4, 1999
- -----------------------------
William N. Griggs
/s/ George B. Harvey* Director October 4, 1999
- -----------------------------
George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director October 4, 1999
- -----------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director October 4, 1999
- -----------------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director October 4, 1999
- -----------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director October 4, 1999
- -----------------------------
John F. Maypole
/s/ Thomas B. Wheeler* Director & Chairman of the October 4, 1999
- ----------------------------- Board of Directors
Thomas B. Wheeler
/s/ Alfred M. Zeien* Director October 4, 1999
- -----------------------------
Alfred M. Zeien
/s/ Richard M. Howe on October 4, 1999, as Attorney-in-Fact
- --------------------------- pursuant to powers of attorney filed herewith.
*Richard M. Howe
EXHIBIT LIST
99.A.5.a Form of Survivorship Flexible Premium Adjustable Variable Life
Policy.
99.B. Form of Opinion and Consent of Counsel as to the legality of the
securities being registered.
99.F Form of Opinion and consent of Craig Waddington, FSA, MAAA, as to
actuarial matters pertaining to the securities being registered.