-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxDctkx5JNm0GH8QqmBpRBj7QjZhLjt6Q9KElIJdEbW+fRF59MgWHcDjQyx/THG6 E9PTZbhTl8e8BHuWGka80A== 0000950109-97-002308.txt : 19970320 0000950109-97-002308.hdr.sgml : 19970320 ACCESSION NUMBER: 0000950109-97-002308 CONFORMED SUBMISSION TYPE: S-6EL24 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19970319 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I CENTRAL INDEX KEY: 0000705189 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-6EL24 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23579 FILM NUMBER: 97559124 BUSINESS ADDRESS: STREET 1: 1295 STATE ST CITY: SPRINGFIELD STATE: MA ZIP: 01111 BUSINESS PHONE: 4137888411 MAIL ADDRESS: STREET 1: 1295 STATE STREET CITY: SPRINGFIELD STATE: MA ZIP: 01111 S-6EL24 1 FORM S-6EL24 FOR MML BAYSTATE As Filed with the Securities and Exchange Commission on March 19, 1997 Registration No. 33-[______] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I ---------------------------------------------- (Exact Name of Registrant) MML BAY STATE LIFE INSURANCE COMPANY ------------------------------------ 1295 State Street Springfield, Massachusetts 01111 (Address of Principal Administrative Office) THOMAS FINNEGAN, CORPORATE SECRETARY ------------------------------------ 1295 State Street Springfield, Massachusetts 01111 (Name and Address of Agent for Service of Process) FLEXIBLE PREMIUM GROUP VARIABLE LIFE APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as possible after the effective date of this Registration Statement. Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant hereby declares that an indefinite amount of its securities is being registered under the Securities Act of 1933. 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. 1 RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus - ----------- --------------------- Form N-8B-2 - ----------- 1 Cover Page; Glossary; The Separate Account 2 Cover Page; What is MML Bay State; The Separate Account 3 Investment of the Separate Account 4 Sales and Other Agreements 5 The Separate Account 6 The Separate Account 7 Not Applicable 8 Not Applicable 9 Legal Proceedings 10 Cover Page; Basic Questions and Answers About Us and Our Policy; Initial Minimum Premium Requirements; Death Benefits Under the Policy; Free Look Provision; Account Value and Cash Surrender Value; Policy Loan Privilege; The Separate Account; Charges Under the Policy; Modal Term Premiums; Sales and Other Agreements; When We Pay Proceeds; Payment Options; Our Rights; Your Voting Rights; Basic Questions and Answers About Us and Our Policy 11 The Separate Account 12 The Separate Account; Sales and Other Agreements 13 The Separate Account; Charges Under the Policy 14 Basic Questions and Answers About Us and Our Policy; The Separate Account; Sales and Other Agreements
2 RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus - ----------- --------------------- Form N-8B-2 - ----------- 15 Basic Questions and Answers About Us and Our Policy; General Provisions of the Policy 16 The Separate Account; Investment Return 17 The Separate Account; Account Value and Cash Surrender Value; Withdrawal Rights and Payment Options 18 The Separate Account 19 Records and Reports 20 Not Applicable 21 What is the loan privilege and how does a loan affect the Policy's Death Benefit and Cash Surrender Value; Policy Loan Privilege 22 Not Applicable 23 Bonding Arrangement 24 Limits on Our Right to Challenge the Policy; Suicide; Misstatement of Age or Sex; Assignment; Beneficiary; Our Rights; The Separate Account; Optional Benefits Obtainable by Rider 25 Basic Questions and Answers About Us and Our Policy 26 Not Applicable 27 Basic Questions and Answers About Us and Our Policy 28 Directors and Executive Officers of MML Bay State 29 Basic Questions and Answers About Us and Our Policy 30 Not Applicable
3 RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus - ----------- --------------------- Form N-8B-2 - ----------- 31 Not Applicable 32 Not Applicable 33 Not Applicable 34 Not Applicable 35 Basic Questions and Answers About Us and Our Policy 36 Not Applicable 37 Not Applicable Sales and Other Agreements 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; Investment Return; Charges for Federal Income Tax; General Provisions of the Policy 45 Not Applicable 46 The Separate Account; Investment Return 47 The Separate Account 48 The Separate Account; Investment Return 49 Not Applicable
4 RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus - ----------- --------------------- Form N-8B-2 - ----------- 50 The Separate Account 51 Cover Page; Basic Questions and Answers About Us and Our Policy 52 The Separate Account; Your Voting Rights; Our Rights 53 Federal Income Tax Considerations 54 Not Applicable 55 Not Applicable 56 Not Applicable 57 Not Applicable 58 Not Applicable 59 Financial Statements
5 MML BAY STATE LIFE INSURANCE COMPANY VARIABLE RIDER TO GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE This prospectus describes a variable rider issued in connection with certificates issued to individuals participating under group flexible premium adjustable life insurance policies issued by MML Bay State Life Insurance Company ("MML Bay State"). The group policies allow individual owners to elect certificates offering participation in MML Bay State's fixed account and to elect a rider to the certificate offering additional participation in a separate account of MML Bay State. The certificates issued to individuals who also elect the variable rider are referred to herein as "Policies" or "Policy." The Policy provides lifetime insurance protection and has flexibility with respect to premium payments. Payments are based upon the Selected Face Amounts chosen in the Enrollment Form or Application. Policyowners have several investment alternatives from which to choose. An individual Policyowner may generally allocate the premium for his or her Policy among a Guaranteed Principal Account ("GPA") and the sixteen Separate Account divisions of a designated segment (the "GVUL Segment") of MML Bay State Variable Life Separate Account I (the "Separate Account") after certain deductions have been made. (For details see "Deductions From Premiums.") At any one time, only eight divisions of the Separate Account plus the GPA are available to a Policyowner. The GVUL Segment of the Separate Account is divided into sixteen divisions (the "Divisions"). One division (the "MML Equity Index Division") invests in one fund of the MML Series Investment Fund (the "MML Trust"); nine divisions, (the "Oppenheimer Divisions"), invest in nine funds of Oppenheimer Variable Account Funds (the "Oppenheimer Trust"); and six divisions, (the "Panorama Divisions"), invest in six series of the Panorama Series Fund, Inc. (the "Panorama Fund"). The Death Benefit may, and Cash Surrender Value of a Policy most likely will, vary up or down depending on the investment performance of the Divisions of the Separate Account. While there is no guaranteed minimum Cash Surrender Value for a Policy invested in the Separate Account, a Policy's Death Benefit will never be less than its Selected Face Amount. The Cash Surrender Value can increase, decrease, or remain level each year based upon the Selected Face Amount and Death Benefit Option chosen by the Policyowner, subject to certain rules established by MML Bay State. Furthermore, the Policy will not lapse provided there is sufficient Account Value available to pay applicable monthly charges. (For details see "Account Value Charges" and "Separate Account Charges") The Divisions have distinct investment portfolios. The MML EQUITY INDEX DIVISION invests in shares of MML Equity Index Fund, which invests substantially all its assets, to the extent practicable, in the stocks that compose the Standard & Poor's 500 Composite Stock Price Index. The OPPENHEIMER MONEY DIVISION invests in shares of Oppenheimer Money Fund which invests primarily in "money market" securities consistent with low capital risk and maintenance of liquidity. The OPPENHEIMER BOND DIVISION invests in shares of Oppenheimer Bond Fund which invests primarily in high yield fixed-income securities. The OPPENHEIMER STRATEGIC BOND DIVISION invests in shares of Oppenheimer Strategic Bond Fund which invests primarily in: (i) foreign government and corporate debt securities; (ii) U.S. government securities; and (iii) lower-rated high yield, high-risk debt securities. The OPPENHEIMER HIGH INCOME DIVISION invests in shares of Oppenheimer High Income Fund which invests primarily in lower-rated, high yield, high risk income securities. The OPPENHEIMER GROWTH & INCOME DIVISION invests in shares of Oppenheimer Growth & Income Fund which invests primarily in equity and debt securities. The OPPENHEIMER MULTIPLE STRATEGIES DIVISION invests in shares of Oppenheimer Multiple Strategies Fund which invests primarily in common stocks and other equity securities, bonds, other debt securities and "money market securities." The OPPENHEIMER GROWTH DIVISION invests in shares of Oppenheimer Growth Fund which invests primarily in securities of well-known companies. The OPPENHEIMER CAPITAL APPRECIATION DIVISION invests in shares of Oppenheimer Capital Appreciation 6 Fund which invests primarily in securities of growth-type companies. The OPPENHEIMER GLOBAL SECURITIES DIVISION invests in shares of Oppenheimer Global Securities Fund which invests primarily in securities of foreign issuers, growth type companies, cyclical industries and special situations which are believed will appreciate in value. The PANORAMA TOTAL RETURN DIVISION invests in shares of the Panorama Total Return Portfolio which invests primarily in stocks, corporate bonds, U.S. Government securities, and money market instruments. The PANORAMA GROWTH DIVISION invests in shares of the Panorama Growth Portfolio which invests primarily in common stocks with low price-earnings ratios and better than anticipated earnings. The PANORAMA INTERNATIONAL EQUITY DIVISION invests in shares of the Panorama International Equity Portfolio which invests primarily in equity securities of companies based outside of the United States. The PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION invests in shares of the Panorama LifeSpan Capital Appreciation Portfolio which invests in a strategically allocated portfolio consisting primarily of equity securities. The PANORAMA LIFESPAN BALANCED DIVISION invests in shares of the Panorama LifeSpan Balanced Portfolio which invests in a strategically allocated portfolio of equity securities and fixed income securities with a slightly stronger focus on equity securities. The PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION invests in shares of the Panorama LifeSpan Diversified Income Portfolio which invests in a strategically allocated portfolio with a focus on fixed income securities. (Collectively, these sixteen funds are referred to as the "Funds.") The shares of the underlying Funds purchased by the Divisions are held by MML Bay State as custodian of the Separate Account. (For details regarding the charges against the Separate Account, see "Separate Account Charges.") All Policies are serviced through MML Bay State's Principal Administrative Office which is located in Springfield, Massachusetts. The mailing address is MML Bay State Life Insurance Company, Springfield, Massachusetts 01111. The telephone number is (413) 788-8411. SUBJECT TO COMPLETION - MARCH 19, 1997 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUSES OF THE MML EQUITY INDEX FUND, OPPENHEIMER VARIABLE ACCOUNT FUNDS, AND PANORAMA SERIES FUND, INC. THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE. 7 THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR A POLICY'S BENEFICIARY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR TO OR COMPARABLE TO A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN. REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY NOT BE TO YOUR ADVANTAGE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN OFFER TO ACQUIRE, ANY INTEREST OR PARTICIPATION IN THE GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH VARIABLE RIDER OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. 8
TABLE OF CONTENTS PAGE - ----------------- ---- Definitions Of Terms Basic Questions And Answers About Us And Our Policy What is MML Bay State? What variable life insurance policy are We offering? Availability Initial Minimum Premium Requirements Underwriting What is the Account Value of the Policy? What are the Divisions of the Separate Account? What is the Guaranteed Principal Account ("GPA")? Is the level of the Death Benefit guaranteed? Is the Death Benefit subject to income taxes? Does the Policy have a Cash Surrender Value? What is a modified endowment contract? Can this Policy become a modified endowment contract? What about Premiums? When are Initial Premiums allocated to the Guaranteed Principal Account or the Separate Account? How can the Net Premium and the Account Value of the Policy be allocated among the Guaranteed Principal Account and the Separate Account Divisions? How long will the Policy remain in force? Are there charges against the Policy? What is the loan privilege and how does a loan affect the Policy's Death Benefit and Cash Surrender Value? Do I have a right to cancel? Charges Under The Policy Deductions from Premiums Sales Load State Premium Tax Charge Deferred Acquisition Cost ("DAC") Tax Charge Account Value Charges Administrative Charge Charge for Cost of Insurance Protection Separate Account Charges Charges for Mortality and Expense Risks Charges for Federal Income Taxes The Separate Account Investment of the Separate Account Investment Objectives Rates of Return General Provisions Of The Policy Premiums
9
TABLE OF CONTENTS PAGE - ----------------- ---- Planned Policy Premiums - Modal Term Premiums Minimum and Maximum Premium Payments Termination Grace Period Death Benefit Under The Policy Account Value And Cash Surrender Value Account Value Transfers Automated Account Re-Balancing Investment Return Cash Surrender Value Withdrawals Policy Loan Privilege Source of Loan If Loans Exceed the Policy Account Value Interest Repayment Interest on Loaned Value Effect of Loan Free Look Provision Exchange Privilege Your Voting Rights Our Rights Directors And Principal Officers Of MML Bay State The Guaranteed Principal Account Federal Income Tax Considerations MML Bay State - Tax Status Policy Proceeds, Premiums, and Loans Modified Endowment Contracts Diversification Standards Additional Provisions Of The Policy Paid-up Policy Date Reinstatement Option Payment Options Fixed Amount Payment Option Fixed Time Payment Option Interest Payment Option Lifetime Payment Option
10
TABLE OF CONTENTS PAGE - ----------------- ---- Joint Lifetime Payment Option Joint Lifetime Payment Option with Reduced Payments Withdrawal Rights under Payment Options Beneficiary Changing the Policyowner or Beneficiary Right to Substitute Insured Assignment Limits on Our Right to Challenge the Policy Misstatement of Age or Sex Suicide When We Pay Proceeds Optional Benefits Obtainable By Rider Disability Waiver Rider Accelerated Benefits Rider Accidental Death Benefits Rider Accidental Death and Dismemberment Records And Reports Sales And Other Agreements Commissions Schedule Bonding Arrangement Legal Proceedings Experts Financial Statements Appendix A Appendix B Appendix C
11 DEFINITION OF TERMS ACCOUNT VALUE: The sum of the Variable Account Value and the Fixed Account - ------------- Value of the Policy. APPLICATION: The form used to apply for an increase in the Selected Face Amount - ----------- of the Policy after the Policyowner ceases to be associated with an Employer. Enrollment Forms are used to apply for the initial Selected Face Amount and any subsequent increases when the Policyowner remains associated with the Employer. A supplement to the Application is used to apply for the variable rider. BENEFICIARY: The person or persons that the Policyowner specifies to Us in - ----------- writing to receive insurance proceeds after the Insured dies. CASH SURRENDER VALUE: The amount payable to a Policyowner upon Surrender of the - -------------------- Policy. It is equal to the Account Value less any Policy Debt. CERTIFICATE: A document issued by Us under a group flexible premium adjustable - ----------- life insurance contract to Certificate owners, setting forth or summarizing the Certificate owner's rights and benefits. DEATH BENEFIT: The amount payable to the named Beneficiary when the Insured - ------------- dies. A choice of Death Benefits is available under the Policy (referred to as "Option A" and "Option B"). The Death Benefit under Option A equals the greater of the Selected Face Amount or the Minimum Face Amount in effect on the date of death, with possible additions and deductions. The Death Benefit under Option B equals the greater of the Selected Face Amount plus the Account Value or the Minimum Face Amount in effect on the date of death, with possible additions and deductions. Possible additions include the portion of the Monthly Deduction attributable to death benefit coverage after the Insured's death. Possible deductions include Policy Debt and unpaid Monthly Deductions. DIVISIONS: The subaccounts of the Separate Account, each of which invests in - --------- shares of the MML Series Investment Fund (the "MML Trust"), the Oppenheimer Variable Account Funds (the "Oppenheimer Trust"), or the Panorama Series Fund, Inc. (the "Panorama Fund"). EMPLOYEE: A person who is associated with an Employer and the spouse of such - -------- person. EMPLOYER: The employer, association, sponsoring organization or trust which has - -------- executed a Participation Agreement electing participation in a Group Contract. ENROLLMENT FORM: A document used by potential Certificate owners to apply for - --------------- the Certificates and to apply for an increase in the Selected Face Amount of the Certificate when the Certificate owner is associated with an Employer. FIXED ACCOUNT VALUE: The Account Value which is allocated to the GPA. - ------------------- FREE LOOK PERIOD: The period during which a Certificate owner may return the - ---------------- Certificate. It must be within 10 days of receipt of the Certificate (unless a different period is mandated under applicable state law). If You have added the variable rider to the Certificate prior to the expiration of Your Certificate's Free Look Period, amounts will be held in the Guaranteed Principal Account until the period's expiration. GROUP CONTRACT: A group flexible premium adjustable life insurance contract in - -------------- which the Employer elects to participate and which is issued by MML Bay State. 12 GUARANTEED PRINCIPAL ACCOUNT ("GPA"): A fixed account to which a Policyowner - ------------------------------------ may allocate Net Premium or Account Value, which guarantees both the principal and a minimum interest rate. The GPA is part of Our General Account and its investment performance has no bearing upon the investment performance of the Separate Account. INSURED: Person whose life the Policy insures. - ------- ISSUE AGE: The Insured's Age at his or her last birthday as of the date the - --------- Certificate is issued. ISSUE DATE: The date shown on the Policy schedule page. It is the start date - ---------- of the suicide and contestability periods. It is also the date from which the Certificate is in force if the first premium has been paid. MINIMUM FACE AMOUNT: An amount equal to Account Value times the applicable - ------------------- Minimum Face Amount percentage. This percentage depends upon the Insured's age. The Minimum Face Amount in any event may not be less than $50,000. MODAL TERM: A period selected by the Employer for which Modal Term Premiums - ---------- will be paid in advance by the Employer. This period may be monthly, quarterly, semi-annual or annual. Your Modal Term is specified in Your Policy schedule page. MODAL TERM PREMIUM: The estimated premium amount sufficient to pay the Premium - ------------------ Deduction and Monthly Deduction(s) under the Policy during one Modal Term. For example, if a Policy has a monthly Modal Term, the Modal Term Premium would be one estimated Monthly Deduction plus one estimated Premium Deduction. If a Policy maintains a yearly Modal Term, the Modal Term Premium would be twelve estimated Monthly Deductions plus one estimated Premium Deduction. The Monthly Deduction necessary under any Policy varies by initial Selected Face Amount, issue age, underwriting classification, and rider(s) selected. MONTHLY CALCULATION DATE: The monthly date on which the Monthly Deductions - ------------------------ under the Policy are generally deducted from the Account Value. The first Monthly Calculation Date will be the Policy Date, and subsequent Monthly Deductions will be on the same date of each succeeding calendar month. Monthly Deductions from Your Policy are made on the Monthly Calculation Date. However, if the Monthly Calculation Date does not fall on a Valuation Date, the Monthly Deduction will occur on the next succeeding Valuation Date. Monthly Deductions will occur on a date other than the Monthly Calculation Date when; 1) We receive the initial premium for Your Certificate; and 2) We receive a premium amount sufficient to prevent termination of the Policy in accordance with the Grace Period and Termination provisions of the Policy. (See "Grace Period" and "Termination"). All Policies issued to the same group are generally aggregated for purposes of maintaining the same monthly date. The Policies are Certificates to which variable account riders have been added. Therefore, the monthly calculation date and policy date remain the same in Your Certificate even after You have elected the variable account rider. MONTHLY DEDUCTION: The deductions from the Account Value under the Policy which - ----------------- are generally deducted on the Monthly Calculation Date. The deductions are equal to the sum of the charge for cost of insurance protection, plus the Administrative Charge, plus a charge for the cost of any additional benefits provided by rider. NET PREMIUM: Premium paid less sales load, state premium tax charges and - ----------- deferred acquisition cost tax charges. 13 PAID-UP POLICY DATE: The Policy Anniversary Date succeeding the Insured's 95th - ------------------- birthday. PARTICIPATION AGREEMENT: An agreement executed by the Employer requesting - ----------------------- participation in a Group Contract issued by MML Bay State. POLICY: The Certificate, as amended by the variable rider, offered by MML Bay - ------ State and described in this Prospectus. POLICY ANNIVERSARY: The anniversary of the Policy Date. - ------------------ POLICY DATE: The date shown on the Policy schedule page used as the starting - ----------- point for determining Policy Anniversary Dates, Policy Years and Monthly Calculation Dates. The Policies are Certificates to which variable account riders have been added. Therefore, the policy dates, anniversary dates, policy years, and monthly calculation dates remain the same in Your Policy even after You have elected the variable account rider. POLICY DEBT: The amount of obligation from a Policyowner to MML Bay State from - ----------- outstanding loans made to the Policyowner under the Policy. This amount includes any loan interest accrued to date. POLICY YEAR: The twelve month period commencing with the Policy Date, and each - ----------- successive twelve month period thereafter. POLICYOWNER: The owner of a Policy, as designated in the Enrollment Form or - ----------- Application, or as subsequently changed. PREMIUM: The payment that may be paid to Us to purchase life insurance and to - ------- increase the Account Value of the Policy. PREMIUM DEDUCTION: The deductions We make from premiums prior to the allocation - ----------------- of such premiums to the GPA or the selected Divisions. The deductions are equal to the sum of the charges for sales load, state premium tax, and deferred acquisition ("DAC") tax. PREMIUM TAX: The amount of premium tax, if any, charged by a state or other - ----------- governmental authority. PRINCIPAL ADMINISTRATIVE OFFICE: The Principal Administrative Office of MML Bay - ------------------------------- State is located at 1295 State Street in Springfield, Massachusetts. SELECTED FACE AMOUNT: The amount of insurance coverage chosen by the - -------------------- Policyowner. SEPARATE ACCOUNT: The segregated asset account called "MML Bay State Variable - ---------------- Life Separate Account I" established by MML Bay State under the laws of Missouri and maintained under the laws of Connecticut and registered as a unit investment trust under the Investment Company Act of 1940, as amended. The Separate Account will be used to receive and invest premiums for this Policy and for other variable life insurance policies MML Bay State issues. For each class of policy there will be a designated segment of the Separate Account. SURRENDER: A surrender by the Policyowner of all rights under the Policy while - --------- the Policy is in force in exchange for the entire Account Value minus any Policy Debt under the Policy. 14 VALUATION DATE: Any date on which the net asset value of the shares of the - -------------- Funds is determined. Generally, this will be any date on which the New York Stock Exchange (or its successor) is open for trading. VALUATION PERIOD: The period of time from the end of one Valuation Date to the - ---------------- end of the next Valuation Date. VALUATION TIME: The time the New York Stock Exchange (or its successor) closes - -------------- on a Valuation Date (currently 4:00 p.m. New York time). All actions which are to be performed on a Valuation Date will be performed as of the Valuation Time. VARIABLE ACCOUNT VALUES: Account Values which are allocated to any of the - ----------------------- Divisions of the GVUL Segment of the Separate Account. WE, US, OR OUR: Refers to MML Bay State Life Insurance Company. - -------------- WITHDRAWAL: A withdrawal of Account Value by the Policyowner. - ---------- YOU OR YOURS: Refers to the Policyowner. - ------------ 15 BASIC QUESTIONS AND ANSWERS ABOUT US AND OUR POLICY WHAT IS MML BAY STATE? MML Bay State Life Insurance Company ("MML Bay State" or - ---------------------- the "Company") is a life insurance company incorporated under the laws of the State of Connecticut. The Company was previously incorporated under the laws of Missouri from 1894 to 1997. In June 1997, MML Bay State re-domesticated from Missouri to Connecticut and became a Connecticut corporation. It is currently licensed to transact life, accident, and health insurance business in the District of Columbia and all states except New York. In addition to the Policy described in this Prospectus, MML Bay State offers other life insurance products and variable annuity contracts. MML Bay State is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company ("MassMutual"), a mutual life insurance company chartered in Massachusetts in 1851. MassMutual's home office is located in Springfield, Massachusetts. It is authorized to do business in all states and the District of Columbia. MassMutual serves as investment adviser to the MML Trust. On February 29, 1996, Connecticut Mutual Life Insurance Company ("Connecticut Mutual") merged with and into MassMutual. As a result, the separate existence of Connecticut Mutual ceased and MassMutual continued its corporate existence under its current name. As of December 31, 1996 MassMutual had estimated statutory assets in excess of $55 billion, and estimated total assets under management in excess of $130 billion. WHAT VARIABLE LIFE INSURANCE POLICY ARE WE OFFERING? In this Prospectus We are - ---------------------------------------------------- offering a variable account rider to a Certificate (the "Policy") which provides the Policyowner the opportunity to allocate Account Value to the Separate Account. The Policy is evidence of individual insurance containing a variable accumulation option. We issue the Policy to provide for a Death Benefit and Cash Surrender Value, as well as loan privileges and flexible premiums. The Policyowner may select the timing and amount of premium payments. The Policy is considered "variable" because, unlike the fixed benefits of a traditional whole life policy, the Death Benefit may, and Cash Surrender Value most likely will, vary to the extent that the Account Value under the Policy is allocated to the Division(s). Certain provisions of the Policy as described herein may be somewhat different in any particular state because of specific state requirements. The Policy evidences a legal contract between the Employer, Policyowner and MML Bay State. The entire contract consists of the Group Contract, the Enrollment Form, the Application, the Policy and any amendments, supplements, or riders added thereto. In the event of a conflict between the contract, as evidenced by the aforementioned documents, and this prospectus, the terms of the contract shall apply. AVAILABILITY. The variable rider may only be elected by Certificate owners. - ------------- The Certificates are only available to individuals who are members of a group acceptable to MML Bay State where the group sponsor such as an employer, association, sponsoring organization or trust executes a Participation Agreement requesting participation in a Group Contract issued by MML Bay State. Each individual in a group accepted by MML Bay State is aggregated for purposes of determining Issue Dates, Policy Dates, underwriting classification, and sales load percentages. The Group Contract and the Participation Agreement specify the rights and privileges of the group sponsor ("Employer"). The Policy is evidence of coverage under the Group Contract and Individuals may exercise all rights and privileges under the Policy through the Employer. After termination of the employment or other relationship, an individual who has been issued the Policy may exercise all rights and privileges directly with MML Bay State. INITIAL MINIMUM PREMIUM REQUIREMENTS. The minimum initial premium for the - ------------------------------------- variable rider to Your Certificate is a $500 lump sum premium payment. Your election of the variable rider activates the minimum premium requirement. 16 UNDERWRITING. The Company does not require underwriting prior to issuance of - ------------- the variable rider. However, before issuing any Certificate We will require satisfactory evidence of insurability, except under a guaranteed issue underwriting approach. (For details see "Death Benefit Under The Policy") WHAT IS THE ACCOUNT VALUE OF THE POLICY? The Account Value is determined by the - ---------------------------------------- amount and frequency of premium payments, the investment experience of the Divisions chosen by the Policyowner (the Variable Account Value), the interest earned on Account Value allocated to the GPA (the Fixed Account Value), and any Withdrawals or charges imposed in connection with the Policy. The Policyowner bears the investment risk of any reduction in value of the underlying assets of the Divisions but also may benefit from any appreciation in value. (For details see "Account Value.") WHAT ARE THE DIVISIONS OF THE SEPARATE ACCOUNT? The Separate Account has sixteen - ----------------------------------------------- Divisions: the MML Equity Index Division, the Oppenheimer Money Division, the Oppenheimer Bond Division, the Oppenheimer Strategic Bond Division, the Oppenheimer High Income Division, the Oppenheimer Growth & Income Division, the Oppenheimer Multiple Strategies Division, the Oppenheimer Growth Division, the Oppenheimer Capital Appreciation Division, the Oppenheimer Global Division, the Panorama Total Return Division, the Panorama Growth Division, the Panorama International Equity Division, the Panorama LifeSpan Capital Appreciation Division, the Panorama LifeSpan Balanced Division, and the Panorama LifeSpan Diversified Income Division. Each Division invests only in shares of a single investment company or a single series of an investment company. The Divisions are intended to provide money to pay benefits under the Policy but do not guarantee a minimum interest rate or guarantee against asset depreciation. (For details see "The Separate Account.") WHAT IS THE GUARANTEED PRINCIPAL ACCOUNT ("GPA")? As an alternative to the - ------------------------------------------------- Separate Account, the Policyowner may allocate Net Premium or transfer Account Value to the GPA. Amounts so allocated or transferred become part of MML Bay State's general account assets. The Policyowner is not entitled to share in the investment experience of those assets. Rather, MML Bay State guarantees a rate of return on the allocated amount equal to 3%. Although MML Bay State is not obligated to credit interest at a rate higher than this minimum, it may declare a higher rate applicable for such periods as it deems appropriate. (For details see "The Guaranteed Principal Account.") IS THE LEVEL OF THE DEATH BENEFIT GUARANTEED? There are two Death Benefit - --------------------------------------------- options - Death Benefit Option A and Death Benefit Option B. The Death Benefit equals the greater of the Policy's Selected Face Amount for the Policy Year of death (plus the Account Value on the date of death if Death Benefit Option B is elected) or the Minimum Face Amount in effect on the date of death of the Insured. Death Benefit proceeds under either Option will be reduced by any outstanding Policy Debt and unpaid Monthly Deductions and increased by the portion of the Monthly Deduction attributable to death benefit coverage after the Insured's death. So long as the Policy remains in force, the Death Benefit You have selected will be available. (For details see "Death Benefit Under The Policy.") IS THE DEATH BENEFIT SUBJECT TO INCOME TAXES? A Death Benefit paid under our - --------------------------------------------- Policies is usually fully excludable from the gross income of the Beneficiary for federal income tax purposes. (For details see "Federal Income Tax Considerations" - "Policy Proceeds, Premiums and Loans.") DOES THE POLICY HAVE A CASH SURRENDER VALUE? The Policyowner may surrender the - -------------------------------------------- Policy at any time and receive its Account Value less any Policy Debt. There is no surrender charge on full surrenders. Partial withdrawals are allowed subject to certain restrictions and are subject to a withdrawal charge of the lesser of 2% of the Account Value or $25.00 which is deducted from each Withdrawal. (For details see "Withdrawals.") The Cash Surrender Value of a Policy fluctuates with the investment performance of the Divisions in which the Policy has Account Value, and with the interest rate on the amount held in the GPA. It 17 may increase or decrease daily. For federal income tax purposes, the Policyowner usually is not taxed on increases in the Cash Surrender Value until the Policy is surrendered. In connection with certain Withdrawals of Account Value and loans on the Policy, however, the Policyowner may be taxed on all or a part of the amount distributed. (For details see "Cash Surrender Value" and "Federal Income Tax Considerations" - "Policy Proceeds, Premiums and Loans.") WHAT IS A MODIFIED ENDOWMENT CONTRACT? A modified endowment contract (as - -------------------------------------- defined by the Internal Revenue Code) is a life insurance policy under which the premiums paid during the first seven contract years exceed the cumulative premiums payable under a policy providing for guaranteed benefits upon the payment of seven level annual premiums. Certain changes to a life insurance policy can subject it to re-testing for a new seven-year period. During an insured's lifetime, distributions from a modified endowment contract, including collateral assignments, loans, and withdrawals, are taxable to the extent of any income in the contract and may also incur a penalty tax if the Policyowner is not 59-1/2. (For details see "Modified Endowment Contracts.") CAN THIS POLICY BECOME A MODIFIED ENDOWMENT CONTRACT? Since this Policy permits - ----------------------------------------------------- flexible premium payments, it may become a modified endowment contract. The Company has the systems capacity to test a Policy at issue to determine whether it will be classified as a modified endowment contract ("MEC"). This test examines the Policy for MEC status at the time of issue. The Company has further safeguards in place to monitor whether a Policy may become a modified endowment contract after issue. (For details see "Federal Income Tax Considerations" - "Modified Endowment Contracts.") WHAT ABOUT PREMIUMS? The minimum initial premium for the variable rider to the - -------------------- Certificate is $500 which must be paid by You in a lump sum. Since the Policy is a "flexible premium policy" You may choose to pay more or less than the planned premium. Your Employer is not required to pay a minimum initial premium for Your Policy. However, the Employer must pay the estimated premium amount sufficient to pay the Premium Deduction and Monthly Deduction(s) under Your Policy for the term selected by Your Employer. The term selected by Your Employer can be one month, one quarter, or semi-annual or annual and is called a Modal Term. Your Modal Term is specified in Your Policy's schedule page. The premium paid for the Modal Term is called a Modal Term Premium. The Modal Term Premium for a Policy is based upon its cost of insurance rates, Sales Load, State Premium Tax Charge, DAC Tax Charge, and the Administrative Charge. The method of calculating the Modal Term Premium is shown in Appendix C. The planned Employer paid premium is the Modal Term Premium for Your Policy. Once the Policy is in force, the Modal Term selected by the Employer becomes the basis for the Policy's premium billing. We will forward billing statements to the Employer for each Modal Term. The Employer may change the Modal Term at any time upon written request; however, it may not be changed to a term of less than one month. Once the Policyowner leaves his or her association with the Employer, the Policyowner may choose to continue the Policy. If the Policyowner chooses to continue the Policy, all of the rights and obligations previously held by the Employer will be vested in the Policyowner. In this event, MML Bay State will discontinue billing for Your Modal Term premium. (For details see "General Provisions Of The Policy" - "Premiums.") WHEN ARE INITIAL PREMIUMS ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT OR THE - ------------------------------------------------------------------------------ SEPARATE ACCOUNT? If Your Certificate has an unexpired Free Look Period at the - ----------------- time You elect the variable account rider, the initial Net Premium (i.e., premium paid less the Premium Deduction) will be initially allocated to the Guaranteed Principal Account during the Free Look Period (see "Free Look Provision"). At the end of the Free Look 18 Period, the Net Premium paid by You is allocated to the GPA and/or Divisions according to Your instructions in the Application and subject to MML Bay State's then current allocation rules. Billed Modal Term Premiums are always initially allocated to the GPA. HOW CAN THE NET PREMIUM AND THE ACCOUNT VALUE OF THE POLICY BE ALLOCATED AMONG - ------------------------------------------------------------------------------ THE GUARANTEED PRINCIPAL ACCOUNT AND THE DIVISIONS? Premiums paid by You under - --- ----------------------------------------------- the Policy may be allocated to the Divisions (maximum of eight at one time) and the GPA. You choose the percentages of Your premiums to be allocated to the Divisions and/or the GPA when You elect the variable rider to Your Certificate. A Policyowner may choose any whole-number percentages as long as the total is 100%. The allocation of future Net Premiums may be changed at any time without charge. Billed Modal Term Premiums payable by Your Employer are always allocated to the GPA. Transfers from the GPA are subject to certain restrictions. (For details see "Transfers"). The Account Value of the Policy may be transferred between the GPA and/or the Divisions by written request. Account Value may be transferred by dollar amount or by whole-number percentage, subject to restrictions. Only eight Divisions plus the GPA are available to a Policyowner at any one time. To allocate Net Premiums or to transfer Account Value to a ninth Division, the Policyowner must transfer 100% of the Account Value from one or more of the eight Divisions to which allocations are currently made. Transfers from the GPA are also subject to certain restrictions. (For details see "The Separate Account" and "Account Value and Cash Surrender Value - Account Value.") Automated Account Re- Balancing and Automated Account Value Transfer is also available. (For details see "Automated Account Re-Balancing" and "Automated Account Value Transfer.") HOW LONG WILL THE POLICY REMAIN IN FORCE? The Policy does not automatically - ----------------------------------------- terminate for failure of the Employer or You to pay planned Policy premiums or Modal Term Premiums. Conversely, payment of these amounts does not guarantee the Policy will remain in force. The Policy terminates only when the Account Value less any Policy Debt is insufficient to pay the Monthly Deduction, and a grace period expires without sufficient payment. (For details see "Termination and Grace Period.") ARE THERE CHARGES AGAINST THE POLICY? Certain charges are made against the - ------------------------------------- Policy. Before allocation of any premium to the Account Value, a percentage of each premium paid is deducted for expenses related to the sale and distribution of the Policies. These charges are called sales loads and the percentages may vary depending on group enrollment procedures selected by the Employer, total group premium paid by the Employer, the size of the Employer group, and other factors. This charge is specified on the schedule page to your Policy and is computed as a percentage of premiums paid by either You or the Employer. The charge is guaranteed not to exceed 5% of premiums. Once the charge is set, it will never change for any of the Policies issued to individuals under the same group. There are two additional deductions from gross premiums: (1) for state premium taxes; and (2) for Deferred Acquisition Cost ("DAC") tax expense. Each premium, net of these charges, is allocated to the GPA or the Divisions and becomes a part of the Account Value. (For details see "Deductions From Premium.") Certain monthly charges are generally deducted directly from the Policy's Account Value on each Monthly Calculation Date. These Monthly Deductions are equal to the sum of a charge for cost of insurance protection, the Administrative Charge, and a charge for the cost of any additional benefits provided by rider. Some deductions are made on a daily basis against the assets of the Divisions. A daily charge calculated at a current annual rate of 0.75% of the value of the assets of each Division is charged for mortality and expense risks. In no event will this rate exceed 1.00%. Similarly, tax assessments are calculated daily. Currently, We are not making any charges for income taxes, but We may make charges in the future against the Divisions for federal income taxes attributable to them. 19 Withdrawals of Account Value are permitted subject to certain restrictions. A charge equal to the lesser of $25 or 2% of the amount withdrawn is imposed for each Withdrawal. (For details see "Charges Under The Policy" and "Federal Income Tax Considerations.") WHAT IS THE LOAN PRIVILEGE AND HOW DOES A LOAN AFFECT THE POLICY'S DEATH BENEFIT - -------------------------------------------------------------------------------- AND CASH SURRENDER VALUE? While the Policy is in force, a loan may be made on - ------------------------- the Policy, in a maximum amount equal to; 1) 90% of Your Account Value at the time of the loan; less 2) any outstanding Policy Debt before the new loan; less 3) interest on the loan being made and on other outstanding loan(s) to Your next Policy Anniversary Date; less 4) an amount equal to one plus the number of Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most recent Monthly Deduction. (The maximum loan amount may be different if required by state law.) (For details see "Policy Loan Privilege.") DO I HAVE A RIGHT TO CANCEL? Under the Free Look Provision, the owner of a - ---------------------------- Certificate has a limited right to return the Certificate and receive a refund. This right expires ten days after You receive the Certificate (or a longer period if required by state law). The Certificate may be returned to our Principal Administrative Office, to any of our agency offices, or to the agent who sold You the Certificate. Your Policy is a Certificate to which a variable account rider has been added. Therefore, Your election of the rider does not affect the duration of the Certificate's Free Look Period. (For details see "Free Look Provision.") CHARGES UNDER THE POLICY Certain charges are deducted to compensate MML Bay State for providing the insurance benefits under the Policy, for administering the Policy, for assuming certain risks, and for incurring certain expenses in distributing the Policy. DEDUCTIONS FROM PREMIUMS Prior to the allocation of the premium payment to the GPA or the selected Divisions, a deduction as a percentage of premium is made for the sales load, state premium taxes, and the DAC tax expense ("Premium Deduction"). SALES LOAD. The sales load component of the premium varies for each Employer - ---------- group depending on group enrollment procedures selected by the Employer, total group premium paid by the Employer, the size of the Employer group, and other factors. The sales load is guaranteed not to exceed 5% of premiums. All Policies within an Employer group will have the same sales load expressed as a percentage of premiums paid. The charge applies to premiums paid under the Policy by either You or Your Employer. Once the charge is set, it will never change for any of the Policies issued to individuals under the same group. The sales load percentage appears on your Policy schedule page. There are no back- end surrender charges or contingent deferred sales loads applicable to the Policies. The amount of the sales load in a Policy Year is not necessarily related to our actual sales expenses for that particular year. To the extent that sales expenses are not covered by the sales load, they will be recovered from MML Bay State surplus, including any amounts derived from the mortality and expense risk charge or the cost of insurance charge. (For a discussion of the commissions paid under the Policy, see "Sales And Other Agreements - Commission Schedule.") The sales load will not be imposed upon proceeds received under an exchange of group universal life policies or certificates previously issued by MML Bay State Life Insurance Company for the Policies described in this prospectus. 20 STATE PREMIUM TAX CHARGE. Various states apply premium taxes at various rates. - ------------------------ We currently deduct a percentage equal to the applicable state rate of each premium to cover premium taxes assessed against MML Bay State by the various states. The current state premium tax charge ranges from 1.75% to 4% of each premium. This charge may increase or decrease to reflect either any change in the tax or changes of residence. The Policyowner should notify MML Bay State of any change of residence. Any change in this charge would be effective immediately. DEFERRED ACQUISITION COST ("DAC") TAX CHARGE. We currently deduct 0.25% of each - -------------------------------------------- premium to cover a federal premium tax assessed against MML Bay State. This charge relates to MML Bay State's federal income tax burden, under Internal Revenue Code Section 848, resulting from the receipt of premiums. This charge may be increased or decreased by Us. ACCOUNT VALUE CHARGES A monthly Administrative Charge and a cost of insurance charge are generally deducted from the Fixed Account Value on each Monthly Calculation Date. If the Fixed Account Value is less than the Administrative Charge and cost of insurance charge, then the deficiency is deducted from the Variable Account Value. ADMINISTRATIVE CHARGE. A monthly fee is deducted to compensate MML Bay State - --------------------- for costs incurred in providing certain administrative services including premium collection, record keeping, processing claims, and communicating with Policyowners. Currently, the charge is $5.25 per month for each Policy. While this charge may increase or decrease, the maximum monthly Administrative Charge is $9 per month. (The maximum charge may be different if required by state law.) We deduct this charge from Your Policy's Fixed Account Value each month. If there are insufficient Fixed Account Values to pay the charge, We will deduct the deficiency from Your Policy's Variable Account Value pro rata according to Your Variable Account Value in the Divisions. CHARGE FOR COST OF INSURANCE PROTECTION. A charge for the cost of insurance - --------------------------------------- protection (also called a Mortality Charge in the Policy) is generally deducted on each Monthly Calculation Date and is based on the Insured's age and group rating. We deduct this charge from Your Policy's Fixed Account Value. If there are insufficient Fixed Account Values to pay the charge, We will deduct the deficiency from Your Policy's Variable Account Value pro rata according to Your Variable Account Value in the Divisions. The charge varies monthly because it is determined by multiplying the applicable cost of insurance rates by the amount at risk each Policy month. The maximum monthly cost of insurance charge for each $1,000 of insurance protection provided is shown in the Table of Maximum Monthly Mortality Charges in the Policy. MML Bay State may charge less than these maximum charges. Any change in these charges will apply to all Policies in the same group and class. SEPARATE ACCOUNT CHARGES CHARGES FOR MORTALITY AND EXPENSE RISKS. We charge the Divisions for the - --------------------------------------- mortality and expense risks We assume. We deduct a daily charge at a current effective annual rate of 0.75% of the value of each Division's assets that come from the Policy. While this charge may increase or decrease, the maximum charge is 1.00% annually. The charges are deducted daily and paid quarterly against the Separate Account divisions. The mortality risk We assume is that the group of lives insured under our Policies may, on average, live for shorter periods of time than We estimated. The expense risk We assume is that our costs of issuing and administering Policies may be more than We estimated. 21 If all the money We collect from this charge is not needed to cover Death Benefits and expenses, it will be our gain and will be used for any proper purpose, including payment of sales commissions. Conversely, even if the money We collect is insufficient, We will provide for all Death Benefits and expenses. CHARGES FOR FEDERAL INCOME TAXES. We do not currently make any charge against - -------------------------------- the Divisions for federal income taxes attributable to them. We may make such a charge eventually, however, in order to provide for the future federal income tax liability of the Divisions. For more information on charges for federal income taxes, see "Federal Income Tax Considerations" - "MML Bay State" - "Tax Status." THE SEPARATE ACCOUNT The Separate Account was established on June 9, 1982 as a separate investment account of MML Bay State by MML Bay State's Board of Directors in accordance with the provisions of Section 376.309 of the Missouri Revised Statutes. However, when MML Bay State re-domesticated to the State of Connecticut in June 1997, the Separate Account became subject to the insurance laws and regulations of Connecticut. The Separate Account is registered under the Investment Company Act of 1940, as amended, as a unit investment trust. Registration does not involve supervision of the management or investment practices or policies of either the Separate Account or of MML Bay State. Under Connecticut law, however, both MML Bay State and the Separate Account are subject to regulation by the Insurance Department of the state of Connecticut. Designated segments of the Separate Account will be used to receive and invest premiums for other variable life insurance policies issued by MML Bay State. Such a segment, the GVUL Segment, has been established for the Policy. Although the assets of the Separate Account are assets of MML Bay State, that portion of the Separate Account assets equal to the reserves and other liabilities of the Separate Account attributable to the Policies may not be used to satisfy any obligations that may arise out of any other business We may conduct. They may, however, become subject to liabilities arising from other variable life insurance policies which the Separate Account funds. In addition, We may from time to time, at our discretion, transfer to our general account those assets which exceed the reserves and other liabilities of the Separate Account. Such transfers will not adversely affect the Separate Account. Income, realized gains or losses, and unrealized gains or losses from each Division are credited to or charged against that Division without regard to any of our other income, gains, or losses. MML Bay State may accumulate in the Separate Account the charge for expense and mortality risks, the Monthly Deduction assessed against the Policy and investment results applicable to those assets that are in excess of net assets supporting the Policies. INVESTMENT OF THE SEPARATE ACCOUNT. The designated segment of the Separate - ---------------------------------- Account has sixteen Divisions attributable to the Policy. Each Division invests in shares of either the MML Trust, the Oppenheimer Trust, or the Panorama Fund. The Divisions of the Separate Account are: THE MML EQUITY INDEX DIVISION - Amounts credited to this Division are invested in shares of MML Equity Index Fund, or its successor. THE OPPENHEIMER MONEY DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Money Fund, or its successor. 22 THE OPPENHEIMER BOND DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Bond Fund, or its successor. THE OPPENHEIMER STRATEGIC BOND DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Strategic Bond Fund, or its successor. THE OPPENHEIMER HIGH INCOME DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer High Income Fund, or its successor. THE OPPENHEIMER GROWTH & INCOME DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Growth & Income Fund, or its successor. THE OPPENHEIMER MULTIPLE STRATEGIES DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Multiple Strategies Fund, or its successor. THE OPPENHEIMER GROWTH DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Growth Fund, or its successor. THE OPPENHEIMER CAPITAL APPRECIATION DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Capital Appreciation Fund, or its successor. THE OPPENHEIMER GLOBAL SECURITIES DIVISION - Amounts credited to this Division are invested in shares of Oppenheimer Global Securities Fund, or its successor. THE PANORAMA TOTAL RETURN DIVISION - Amounts credited to this Division are invested in shares of the Panorama Total Return Portfolio, or its successor. THE PANORAMA GROWTH DIVISION - Amounts credited to this Division are invested in shares of the Panorama Growth Portfolio, or its successor. THE PANORAMA INTERNATIONAL EQUITY DIVISION - Amounts credited to this Division are invested in shares of the Panorama International Equity Portfolio, or its successor. THE PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION - Amounts credited to this Division are invested in shares of the Panorama LifeSpan Capital Appreciation Portfolio, or its successor. THE PANORAMA LIFESPAN BALANCED DIVISION - Amounts credited to this Division are invested in shares of the Panorama LifeSpan Balanced Portfolio, or its successor. THE PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION - Amounts credited to this Division are invested in shares of the Panorama LifeSpan Diversified Income Portfolio, or its successor. The shares of the underlying Fund purchased by each Division will be held by MML Bay State as custodian of the Separate Account. Although there are currently sixteen Divisions available to a Policyowner, a Policyowner may allocate Account Value to no more than eight Divisions at any one time. To allocate Net Premium or to transfer Account Value to a ninth Division which does not have Account Value allocated to it, a Policyowner must transfer 100% of the Account Value from one or more of the eight "active" Divisions to which allocations are currently made. 23 MML Equity Index Fund (the "MML Fund") is a separate series of shares of MML Series Investment Fund (the "MML Trust"), an open-end diversified management investment company. Massachusetts Mutual Life Insurance Company ("MassMutual"), the parent company of MML Bay State, acts as investment manager to each of the MML Funds which are part of the MML Trust, including the MML Equity Index Fund. MassMutual has entered into an investment sub-advisery agreement with Mellon Equity Associates ("Mellon Equity") providing for Mellon Equity to manage the investment and reinvestment of assets with respect to the management of the MML Equity Index Fund. Mellon Equity is an indirect subsidiary of Mellon Bank Corporation and is located in Pittsburgh, Pennsylvania. As of December 31, 1996, Mellon Equity and its affiliates had over [$X] of assets under management. MassMutual and Mellon Equity are registered as investment advisers under the Investment Advisers Act of 1940. OppenheimerFunds, Inc. ("OFI") acts as investment manager to the Oppenheimer Variable Account Funds (the "Oppenheimer Trust") and the Panorama Series Fund, Inc. (the "Panorama Fund"). The Oppenheimer Money Fund, Oppenheimer Bond Fund, Oppenheimer Strategic Bond Fund, Oppenheimer High Income Fund, Oppenheimer Growth & Income Fund, Oppenheimer Multiple Strategies Fund, Oppenheimer Growth Fund, Oppenheimer Capital Appreciation Fund, and Oppenheimer Global Fund are part of the Oppenheimer Trust, an open-end, diversified, management investment company, which is available to act as the investment vehicle for separate accounts for variable insurance policies offered by insurance companies. The Panorama Total Return Portfolio, Panorama Growth Portfolio, Panorama International Equity Portfolio, Panorama LifeSpan Capital Appreciation Portfolio, Panorama LifeSpan Balanced Portfolio, and Panorama LifeSpan Diversified Income Portfolio are part of the Panorama Series Fund, Inc., an open-end, diversified, management investment company, which is available to act as the investment vehicle for separate accounts for variable insurance policies offered by insurance companies. OFI has entered into investment sub-advisery agreements with three sub-advisers to assist in the selection of portfolio investments for the Panorama Fund's International Equity Portfolio, LifeSpan Diversified Income Portfolio, LifeSpan Balanced Portfolio, and LifeSpan Capital Appreciation Portfolio. Babson-Stewart Ivory International ("Babson-Stewart") located in Cambridge, Massachusetts is the sub-adviser to the International Equity Portfolio and the international stock components of the LifeSpan Balanced Portfolio and the LifeSpan Capital Appreciation Portfolio. Babson-Stewart is a partnership formed in 1987 between David L. Babson & Company, Inc., an indirect wholly-owned subsidiary of MassMutual, and Stewart Ivory & Company, Ltd., located in Edinburgh, Scotland. BEA Associates located in New York, New York is the sub-adviser to the high yield bond component of the LifeSpan Diversified Income Portfolio, the LifeSpan Balanced Portfolio, and the LifeSpan Capital Appreciation Portfolio. Pilgrim, Baxter & Associates ("Pilgrim Baxter") is the sub-adviser to the small cap component of the LifeSpan Balanced Portfolio and the LifeSpan Capital Appreciation Portfolio. With respect to the Oppenheimer Trust Funds and those Panorama Fund portfolios which do not utilize sub-advisers, OFI defines the composition of each respective fund and portfolio, and furnishes advice and recommendations with respect to the investments, investment policies and purchase and sale of securities. OFI, Babson-Stewart, BEA Associates, and Pilgrim Baxter are registered as investment advisers under the Investment Advisers Act of 1940. The MML Trust, the Oppenheimer Trust, and the Panorama Fund are open-end, diversified management investment companies registered under the 1940 Act. The MML Trust consists of five MML Funds each of which has its own investment objectives and policies. The Oppenheimer Trust consists of nine Oppenheimer Funds, each of which has its own investment objectives and policies. The Panorama Fund consists of seven portfolios, each of which has its own investment objectives and policies. MassMutual maintains the MML Trust for the purpose of providing vehicles for the investment of assets held in various separate investment accounts, including the Separate Account, established by MML Bay State or by MassMutual or any of its affiliate life insurance companies. The Oppenheimer Trust and Panorama Fund were established for the purpose of providing investment vehicles for investment only by variable life insurance contracts and variable 24 annuity contracts. Shares of the MML Funds are not offered to the general public, but solely to separate investment accounts established by MassMutual and life insurance company affiliates of MassMutual, including MML Bay State. Shares of the Oppenheimer Trust and Panorama Fund are not offered to the general public, but solely to insurance company separate accounts affiliated and unaffiliated with MML Bay State which fund variable annuities and variable life insurance contracts. INVESTMENT OBJECTIVES The investment objective of MML Equity Index Fund is to provide 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(C)" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed for use. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's or The McGraw-Hill Companies, Inc.) The investment objective of the Oppenheimer Money Fund is to maximize current income from investments in "money market" securities consistent with low capital risk and maintenance of liquidity. The investment objective of the Oppenheimer Bond Fund is to seek a high level of current income from investment in high yield fixed-income securities rated "Baa" or better by Moody's or "BBB" or better by Standard & Poor's. Secondarily, the Fund seeks capital growth when consistent with its primary objective. The investment objective of the Oppenheimer Strategic Bond Fund is to seek a high level of current income principally derived from interest income from investments in U.S. government securities, high yield fixed-income securities, and foreign fixed income securities and to seek to enhance such income by writing covered call options on debt securities. The investment objective of the Oppenheimer High Income Fund is to earn a high level of current income by investing primarily in a diversified portfolio of high yield, fixed-income securities, including long-term debt obligations and preferred stock issues believed by OFI, in its capacity as investment manager of the Fund, not to involve undue risk. This Fund's investment policy is to assume certain risks (described more fully in the attached prospectus for the Oppenheimer Trust) in seeking high yield, which is ordinarily associated with high risk securities, commonly known as "junk bonds," in the lower rating categories of the established securities ratings services, and unrated securities. The investment objective of the Oppenheimer Growth & Income Fund is to seek a high total return (which includes growth in the value of its shares as well as current income) from equity and debt securities. From time to time this Fund may focus on small to medium capitalization common stocks, bonds and convertible securities. The investment objective of the Oppenheimer Multiple Strategies Fund is to seek a total investment return (which includes current income and capital appreciation in the value of its shares) from investments in common stocks and other equity securities, bonds and other debt securities, and "money market" securities. The investment objective of the Oppenheimer Growth Fund is to seek to achieve capital appreciation by investing in securities of well-known established companies (companies which have a history of earnings and dividends). The type of securities in which this Fund invests will be primarily common stocks, as well as securities having the investment characteristics of common stocks, such as convertible preferred stock and convertible bonds. The investment objective of the Oppenheimer Capital Appreciation Fund is capital appreciation. The type of securities in which this Fund invests will be primarily common stocks, as well as securities having the 25 investment characteristics of common stocks, such as convertible preferred stock and convertible bonds. In seeking this objective the Fund will emphasize investments in securities of "growth-type" companies. Such companies are believed to have relatively favorable long-term prospects for an increased demand for the particular company's products or services. The investment objective of the Oppenheimer Global Securities Fund is to seek long-term capital appreciation through investing a substantial portion of its invested assets in securities of foreign issuers, growth-type companies and special investment opportunities (anticipated acquisitions, mergers or other unusual developments) which are considered by OFI, in its capacity as investment manager of the Funds, to have appreciation possibilities. The type of securities in which this Fund invests will be primarily common stocks, as well as securities having the investment characteristics of common stocks, such as convertible preferred stock, convertible bonds and American Depository Receipts. Current income is not an investment objective of the Oppenheimer Global Securities Fund. The investment objective of the Panorama Total Return Portfolio is to seek to maximize total investment return (including both capital appreciation and income) principally by allocating its asset among stocks, corporate bonds, U.S. Government securities and money market instruments according to changing market conditions. The investment objective of the Panorama Growth Portfolio is to seek long-term growth of capital by investing primarily in common stocks with low price- earnings ratios and better-than-anticipated earnings. Realization of current income is a secondary consideration. The investment objective of the Panorama International Equity Portfolio is to seek long-term growth of capital by investing primarily in equity securities of companies wherever located, the primary stock market of which is outside the United States. The investment objective of the Panorama LifeSpan Capital Appreciation Portfolio is to seek long-term capital appreciation by investing in a strategically allocated portfolio of equities and fixed income securities consisting primarily of stocks. Current income is not a primary consideration. The investment objective of the Panorama LifeSpan Balanced Portfolio is to seek a blend of capital appreciation and income by investing in a strategically allocated portfolio of stocks and bonds with a slightly stronger emphasis on stocks. The investment objective of the Panorama LifeSpan Diversified Income Portfolio is to seek high current income, with opportunities for capital appreciation by investing in a strategically allocated portfolio of equities and fixed income securities consisting primarily of bonds. The Separate Account purchases and redeems shares of the Funds at their net asset value which is determined at the time of the receipt of the purchase order or redemption request without the imposition of any sales or redemption charge. Boston Safe Deposit and Trust Company, with its home office located at One Boston Place, Boston, Massachusetts 02108 acts as custodian for the MML Equity Index Fund. The Bank of New York, with its home office located at One Wall Street, New York, NY 10015, acts as custodian for each of the Oppenheimer Funds. State Street Bank and Trust Company, with its home office located at 225 Franklin Street, Boston, Massachusetts, 02110, acts as custodian for the Panorama Fund and each of its Portfolios. MassMutual serves as investment manager of the MML Equity Index Fund pursuant to an investment management agreement which provides for the Fund to pay MassMutual a quarterly fee at the annual rate of 0.40% of the first $100 million of net assets, 0.38% of the next $150 million, and 0.36% of net assets in excess of $250 million. MassMutual has entered into a sub-advisery agreement with Mellon Equity Associates ("Mellon Equity"), an indirect wholly owned subsidiary of Mellon Bank Corporation, whereby 26 Mellon Equity manages the investment and reinvestment of the assets of the MML Equity Index Fund as sub-adviser to the Fund. MassMutual has agreed to bear the expenses of each of the MML Funds, including the Equity Index Fund, (other than the management fee, interest, taxes, brokerage commissions and extraordinary expenses) in excess of .11% of average daily net asset value through April 30, 1998. OFI serves as investment manager of each of the Oppenheimer Funds pursuant to Investment Management Agreements, each of which provides for the Oppenheimer Fund to pay OFI a monthly management fee computed separately on the net assets of each Fund as of the close of business each day. The management fee rates are as follows: (i) for Money Fund: 0.450% of the first $500 million of net assets, 0.425% of the next $500 million, 0.400% of the next $500 million, and 0.375% of net assets over $1.5 billion; (ii) for Capital Appreciation Fund, Growth Fund, Growth & Income Fund, Multiple Strategies Fund, and Global Securities Fund: 0.75% of the first $200 million of net assets, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, and 0.60% of net assets over $800 million; and (iii) for High Income Fund, Bond Fund, and Strategic Bond Fund: 0.75% of the first $200 million of net assets, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $200 million, and 0.50% of net assets over $1 billion. OFI also serves as investment manager of each of the Portfolios of the Panorama Fund pursuant to Investment Management Agreements, each of which provides for the Portfolio to pay OFI a monthly management fee computed separately on the net assets of each Fund as of the close of business each day. The management fee rates are as follows: (i) for the Total Return Portfolio: 0.625% of the first $600 million of net assets, 0.45% of net assets over $600 million; and (ii) for the Growth Portfolio: 0.625% of the first $300 million of net assets, 0.500% of the next $100 million, and 0.450% of net assets over $400 million; and (iii) for the International Equity Portfolio: 1.00% of the first $250 million of net assets and 0.90% of net assets over $250 million; and (iv) for the LifeSpan Capital Appreciation Portfolio and LifeSpan Balanced Portfolio: 0.85% of the first $250 million of net assets and 0.75% of net assets in excess of $250 million, and (v) for the LifeSpan Diversified Income Portfolio: 0.75% of the first $250 million of net assets and 0.65% of net assets in excess of $250 million. OFI, located at Two World Trade Center, New York, NY 10048-0203, has operated as an investment adviser since April 30, 1959. It and its affiliates currently advise U.S. investment companies with assets aggregating over $62 billion as of December 31, 1996, and having more than 3 million shareholder accounts. OFI is owned by Oppenheimer Acquisition Corp., a holding company owned in part by senior management of OFI, and ultimately controlled by MassMutual. Babson-Stewart Ivory International ("Babson-Stewart") is the sub-adviser to the Panorama Fund's International Equity Portfolio and the international stock components of the LifeSpan Balanced Portfolio and the LifeSpan Capital Appreciation Portfolio. BEA Associates is the sub-adviser to the high yield bond component of the Panorama Fund's LifeSpan Diversified Income Portfolio, the LifeSpan Balanced Portfolio, and the LifeSpan Capital Appreciation Portfolio. Pilgrim, Baxter & Associates ("Pilgrim Baxter") is the sub-adviser to the small cap component of the Panorama Fund's LifeSpan Balanced Portfolio and the LifeSpan Capital Appreciation Portfolio. Additional and more detailed information concerning the MML Funds, the Oppenheimer Funds, and the Panorama Fund's Portfolios, including information about the other expenses of such Funds and Portfolios, may be found in the accompanying Prospectuses for the MML Trust, the Oppenheimer Trust, and the Panorama Fund. 27 The assets of certain variable annuity separate accounts for which MML Bay State or an affiliate is the depositor are invested in shares of the MML Funds. Because these separate accounts are invested in the same underlying MML Funds it is possible that material conflicts could arise between Policyowners and owners of the variable annuity contracts. Possible conflicts could arise if: (i) state insurance regulators should disapprove or require changes in investment policies, investment advisers or principal underwriters or if MML Bay State should be permitted to act contrary to actions approved by holders of the Policies under rules of the Securities and Exchange Commission; (ii) adverse tax treatment of the Policies or the variable annuity contracts would result from utilizing the same underlying MML Funds; (iii) different investment strategies would be more suitable for the variable annuity contracts than for the Policies; or (iv) state insurance laws or regulations or other applicable laws would prohibit the funding of both the Separate Account and other investment accounts by the same MML Funds. The Board of Trustees of the MML Trust will follow monitoring procedures which have been developed to determine whether material conflicts have arisen. Such Board will have a majority of Trustees who are not interested persons of the MML Trust or MML Bay State and determinations whether or not a material conflict exists will be made by a majority of such disinterested Trustees. If a material irreconcilable conflict exists, MML Bay State will take such action at its own expense as may be required to cause the Separate Account to be invested solely in shares of mutual funds which offer their shares exclusively to variable life insurance separate accounts unless, in certain cases, the holders of both the Policies and the variable annuity contracts vote not to effect such segregation. The Oppenheimer Trust and the Panorama Fund were established for use as an investment vehicle by variable contract separate accounts such as the Separate Account. Accordingly, it is possible that a material irreconcilable conflict may develop between the interests of Policyowners and other separate accounts investing in the Oppenheimer Trust or Panorama Fund. The Board of Trustees of the Oppenheimer Trust (the "Trustees") and the Board of Directors of the Panorama Fund (the "Directors") will monitor their respective investment company for the existence of any such conflicts. If it is determined that a conflict exists, the Trustees or the Directors, as the case may be, will notify MML Bay State, and appropriate action will be taken to eliminate such irreconcilable conflicts. Such steps may include: (i) withdrawing the assets allocable to some or all of the separate accounts from the particular Oppenheimer Fund or Panorama Fund Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Oppenheimer Fund or Panorama Fund Portfolio; (ii) submitting the question whether such segregation should be implemented to a vote of all affected Policyowners; and (iii) establishing a new registered management investment company or managed separate account. RATES OF RETURN. 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 and fees and direct operation expenses). Table 1 show figures for periods ended December 31, 1996, for the Funds. Table 2 shows December 31 annualized figures for the Funds. These rates of return do not reflect the mortality and expense risk charges assessed against the Separate Account. Also they do not reflect the Premium Deduction or Monthly Deduction assessed against the Policies (For details see "Charges Under the Policy" - "Deductions from Premiums" - "Account Value Charges"). Therefore these rates are not illustrative of how actual investment performance will affect the benefits under the Policy (see, however, "Account Value and Cash Surrender Value" - "Investment Return"). The rates of return shown are not necessarily indicative of future performance. They may be considered in assessing the competence and performance of MassMutual, OFI, Mellon Equity, Babson-Stewart, BEA, and Pilgrim Baxter as investment advisers to the Funds. Appendix B illustrates the performance information pertaining to a hypothetical Policy. These figures do reflect the Premium Deduction or Monthly Deduction assessed against the Policies. 28 TABLE 1 EFFECTIVE ANNUAL RATES OF RETURN AS OF DECEMBER 31, 1996
Fund Since 20 15 10 5 3 1 Inception Years Years Years Years Years Year - -------------------------------------------------------------------------------------------------- MML Equity Index Oppenheimer Money (04/03/85) Oppenheimer Bond (04/03/85) Oppenheimer Strategic Bond (05/03/93) Oppenheimer High Income (04/30/86) Oppenheimer Growth & Income (07/05/95) Oppenheimer Multiple Strategies (02/09/87) Oppenheimer Growth (04/03/85) Oppenheimer Capital Appreciation (08/15/86) Oppenheimer Global Securities (11/20/90) Panorama Total Return (09/30/82) Panorama Growth (01/21/82) Panorama International Equity (05/13/92) Panorama LifeSpan Capital Appreciation (09/01/95) Panorama LifeSpan Balanced (09/01/95) Panorama LifeSpan Diversified Income (09/01/95)
29 TABLE 2 ONE YEAR TOTAL RETURNS
For the year ended 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983 1982 1981 - --------------------------------------------------------------------------------------------------------------------------- MML Equity Index Oppenheimer Money Oppenheimer Bond Oppenheimer Strategic Bond Oppenheimer High Income Oppenheimer Growth & Income Oppenheimer Multiple Strategies Oppenheimer Growth Oppenheimer Capital Appreciation Oppenheimer Global Securities Panorama Total Return Panorama Growth Panorama International Equity Panorama LifeSpan Capital Appreciation Panorama LifeSpan Balanced Panorama LifeSpan Diversified Income For the year ended 1980 1979 1978 1977 1976 1975 1974 - --------------------------------------------------------------------- MML Equity Index Oppenheimer Money Oppenheimer Bond Oppenheimer Strategic Bond Oppenheimer High Income Oppenheimer Growth & Income Oppenheimer Multiple Strategies Oppenheimer Growth Oppenheimer Capital Appreciation Oppenheimer Global Securities Panorama Total Return Panorama Growth Panorama International Equity Panorama LifeSpan Capital Appreciation Panorama LifeSpan Balanced Panorama LifeSpan Diversified Income
30 GENERAL PROVISIONS OF THE POLICY PREMIUMS. The minimum initial premium payable by You when electing the variable - -------- rider to the Certificate is $500. This amount must be paid in one lump sum. A Policy is a Certificate to which a variable rider has been added. Your Employer pays the estimated premium amount sufficient to pay the Premium Deduction and Monthly Deduction(s) under the Policy during a selected term. This estimated premium amount is called a Modal Term Premium. The term selected by Your Employer can be one month, one quarter, a six month period or one year and is called a Modal Term. The Modal Term Premium for a Policy is based upon cost of insurance rates plus the Sales Load, State Premium Tax Charge, DAC Tax Charge, the Monthly Administrative Charge, and any applicable rider charges. The method of calculating the Modal Term Premium is shown in Appendix C. The planned Employer paid premium is the Modal Term Premium for Your Policy. Subject to the minimum and maximum premium limitations described below, You and Your Employer may make unscheduled premium payments at any time and in any amount. PLANNED POLICY PREMIUMS - MODAL TERM PREMIUMS. The Modal Term selected by the - --------------------------------------------- Employer in the Participation Agreement forms the basis for the billing cycle for your Policy. If the Employer selects a monthly Modal Term, then We will send Your Employer a monthly premium invoice for your Policy. If the Employer selects a yearly Modal Term, then We will send Your Employer an annual premium invoice. The Employer may change the selected Modal Term at any time by written request to Us. Your Modal Term is specified in Your Policy's schedule page. If You become disassociated with the Employer, You may elect to continue the Policy on Your own. If You choose to continue the Policy, You will become vested in all Policy rights previously held by Your Employer. In this event, MML Bay State will discontinue billing for Your Modal Term premium. The Modal Term Premium for the Policy may be subject to minimum and maximum amounts depending on the Selected Face Amount of the Policy, the Insured's age, and the Employer group. There is no penalty if the Modal Term Premium is not paid, nor does payment of this amount guarantee coverage for any period of time. Instead, the duration of the Policy depends upon the Policy's Account Value. Even if Modal Term Premiums are paid, the Policy terminates when the Account Value becomes insufficient to pay certain monthly charges and a grace period expires without sufficient payment. (For details see "Termination.") MINIMUM AND MAXIMUM PREMIUM PAYMENTS. While the Policy is in force, premiums - ------------------------------------ may be paid at any time before the death of the Insured subject to certain restrictions. There are no minimum or maximum premium payments under the Policy. However, We have the right to refund all or a portion of a premium paid in any year if it will increase the amount of insurance which requires a charge under the Policy. Premium payments should be sent to our Principal Administrative Office or to the address indicated for payment on any billing notice. TERMINATION. This Policy does not terminate for failure to pay premiums since - ------------ payments, other than the initial premium for the variable account rider, are not specifically required. Rather, if on a Monthly Calculation Date, the Account Value less any Policy Debt is insufficient to cover the Monthly Deduction, the Policy enters a 61-day grace period. GRACE PERIOD. We allow 61 days to pay any premium necessary to cover the - ------------ overdue Monthly Deduction. An Employer (or the Policyowner if the Policyowner has disassociated from the Employer) will receive a notice from Us which sets forth this amount. During the grace period, the Policy remains in force. If the 31 payment is not made by the later of the 61 days or 30 days after We have mailed the written notice, the Policy termination is without value. DEATH BENEFIT UNDER THE POLICY The Death Benefit is the amount payable to the named Beneficiary(ies) when the Insured dies. We pay the Beneficiary the Death Benefit amount determined as of the date of death upon receipt of proof of death in good order. All or part of the benefit can be paid in cash or applied under one or more of our payment options as described under "Additional Provisions Of The Policy" - "Payment Options." A potential Certificate owner indicates the selected initial Face Amount in the Enrollment Form. Increases in the Selected Face Amount may be requested by the Policyowner by sending Us a new Enrollment Form, or if the Policyowner is no longer associated with the Employer, an Application. Under Death Benefit Option A, the Death Benefit is the greater of the Selected Face Amount in effect on the date of death or the Minimum Face Amount in effect on the date of death, with possible additions or deductions. Under Death Benefit Option B, the Death Benefit is the greater of the sum of the Selected Face Amount in effect on the date of death plus the Account value on the date of death, or the Minimum Face Amount in effect on the date of death, with possible additions or deductions. The Minimum Face Amount is equal to Account Value times the Minimum Face Amount Percentage. The percentages depend upon the Insured's age. The percentages are set forth in the Table Of Minimum Face Amount Percentages in the Policy. Added to the greater of the Selected Face Amount or Minimum Face Amount is that part of any Monthly Deduction applicable for the period beyond the date of death. Any Policy Debt outstanding on the date of death and any Monthly Deduction unpaid as of the date of death are deducted from the Death Benefit. We pay interest on the Death Benefit from the date of death to the date the Death Benefit is paid or a payment option becomes effective. The interest rate equals the rate determined under the Interest Payment Option as described in "Additional Provisions Of The Policy" - "Payment Options" (or a higher rate if required by state law.) The Selected Face Amount may be increased upon request by the Policyowner, subject to MML Bay State's then current guidelines regarding guaranteed issue, simplified issue, and regular underwriting. Guaranteed issue is only available to Employees of an Employer group. For those Policyowners subject to simplified or regular underwriting, We will require adequate evidence of insurability prior to approving an increase in the Selected Face Amount. A request for a decrease in the Selected Face Amount will be honored by Us once each Policy Year provided the Policy maintains a minimum Death Benefit of $50,000. Decreases in the Selected Face Amount may have tax consequences. (For details see "Federal Income Tax Considerations" - "Policy Proceeds, Premiums, and Loans") Any requested increase in the Selected Face Amount will be effective on the Monthly Calculation Date which is on, or next follows, the later of: (i) the date 15 days after a written request for such change has been received and approved by Us; or (ii) the requested effective date of the change. Any requested decrease in the Selected Face Amount will be effective on the Monthly Calculation Date which is on, or next follows, the later of: (i) the date 15 days after a written request for such change has been received and approved by Us; (ii) the one year period following the effective date of the previously requested decrease; or (iii) the requested effective date of the change. The Policyowner may change Death Benefit Option by written request subject to Our current guidelines regarding proof of insurability. There is no charge for a change in Death Benefit Option. The effective date of any such change will be on the Policyowner's Policy Anniversary following the date the written request is received by Us in good order, or if We receive the written request within the 15 day period prior to a Policy Anniversary, the change will be effective on the second Policy Anniversary following the date of the request. MML Bay State will honor a request for a later effective date provided the date coincides with the Policyowner's Policy Anniversary. 32 Any increase for Policyowners no longer associated with the Employer must be at least $5,000. Under Death Benefit Option A, the Death Benefit is unaffected by investment experience unless the Death Benefit is based on the Minimum Face Amount. Under Option B, the Death Benefit may be increased or decreased by investment experience. (No increase will be allowed after the Policy Anniversary Date succeeding the Insured's 75th birthday.) Example: The following example shows how the Death Benefit may vary as a result of investment performance and Death Benefit Option in effect on the date of death.
Policy A Policy B --------- --------- (a) Selected Face Amount: $100,000 $100,000 (b) Account Value on Date of Death $ 30,000 $ 50,000 (c) Minimum Face Amount Percentage on Date of Death: 280% 280% (d) Minimum Face Amount $ 84,000 $140,000 (b x c): Death Benefit if Option A in effect (greater of a or d) $100,000 $140,000 Death Benefit if Option B in effect (greater of (i) a + b or (ii) d): $130,000 $150,000
(Examples assume no additions to or deductions from the Selected Face Amount or Minimum Face Amount are applicable.) ACCOUNT VALUE AND CASH SURRENDER VALUE ACCOUNT VALUE. The Account Value of the Policy is equal to the Variable Account - ------------- Value plus the Fixed Account Value. The Account Value of the Policy is held in one or more Divisions and the GPA. Initially, this value equals the net amount of the first premium paid (combined Employer and Policyowner premium) under the Policy. If Your Policy has an unexpired Free Look Period, this amount will be allocated to the Guaranteed Principal Account until the expiration of the Free Look Period. Thereafter, Account Value attributable to Net Premiums paid by You will be allocated to the GPA and/or Divisions according to Your instructions. Billed Modal Term Premiums payable by the Employer are always allocated to the GPA. Transactions with respect to the Account Value are effected by the purchase and sale of accumulation units. Purchases and sales are made at the unit value as of the Valuation Time on the Valuation Date if the premium or transaction request for such purchase or sale is received by Us before the Valuation Time. Otherwise, purchases and sales will be made as of the next following Valuation Date or a later date requested by the Policyowner. Unit values are determined on each Valuation Date. 33 TRANSFERS. All or part of the Account Value may be transferred among Divisions - --------- by written request. Transfers between Divisions may be by dollar amount or by whole-number percentage. There is no limit on the number of transfers a Policyowner may make. MML Bay State does not currently charge a fee for transfers in excess of six (6) during any one Policy Year. However, the Company reserves the right to charge a fee not to exceed $10 per transfer if there are more than six transfers in a Policy Year. Policyowners, however, may transfer all funds in the Separate Account to the GPA at any time regardless of the number of transfers previously made. Transfers from the GPA to the Separate Account may be made only once during each Policy Year. Each such transfer may not exceed (at the time of the transfer) the lesser of (i) 25% of Your Policy's Fixed Account Value (excluding Policy Debt), or (ii) Fixed Account Value (excluding Policy Debt) less an amount equal to one plus the number of Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most recent Monthly Deduction. However, restriction (i) does not apply if in each of the previous three Policy Years, 25% of the Account Value in the GPA has been transferred and there have been no premium payments or transfers (except as a result of a policy loan) to the GPA. All transfers made on one Valuation Date are considered one transfer. AUTOMATED ACCOUNT RE-BALANCING. Automated Account Re-Balancing permits the - ------------------------------ Policyowner to specify specific whole-number percentages of a Policyowner's Account Value to be maintained in any combination of Divisions and the GPA. Once We have received a written request in proper form for Automated Account Re- Balancing, We will make transfers once a quarter to and from the Divisions and the GPA to re-adjust a Policyowner's Account Value to the percentages specified. This enables the Policyowner to maintain a specific portfolio allocation. Quarterly re-balancing is based upon the Policy Year instead of a calendar year. The Automated Account Re-Balancing is considered one transfer per Policy Year. Automated Account Re-Balancing can be started, changed or canceled at any time. Re-balancing will only be made on a quarterly basis on the Monthly Calculation Date. The effective date of the first automated re-balancing will be the first Monthly Calculation Date after the request is received by the Principal Administrative Office. If the request is received before the end of the Free Look Period, the effective date of the first re-balancing will be coincident with the end of this Period. Automated Account Re-Balancing is subject to the restrictions on transfers from the GPA to the Separate Account. (For details see "Transfers.") Policyowners who utilize Automated Account Re-Balancing may not simultaneously utilize Automated Account Value Transfers. AUTOMATED ACCOUNT VALUE TRANSFER. Automated Account Value Transfer permits the - -------------------------------- Policyowner to specify transfers of a specific dollar amount or a whole-number percentage of a Division's Account Value to be transferred monthly from that Division to any combination of Divisions and the GPA. Automated Account Value Transfers are not available from more than one Division or from the GPA. This process is considered one transfer per Policy Year. The main objective of Automated Account Value Transfer is to shield the Policyowner's investment from short term price fluctuations. Theoretically, a lower than average cost per unit may or may not be achieved over the long term. This plan of investing allows investors to take advantage of market fluctuations but does not assure a profit or protect against a loss in declining markets. Automated Account Value Transfer can be started, changed or canceled at any time. Transfers will only be made on a monthly basis on the Monthly Calculation Date. The effective date of the first automated transfer will be the first Monthly Calculation Date after the request is received by the Principal Administrative Office. If the request is received before the end of the Free Look Period, the effective date of the first automated transfer will be coincident with the end of this Period. 34 Transfers will occur automatically. The Policyowner will specify the specific dollar amounts or whole-number percentages to be transferred and the Division from which the transfers will be made, the Division(s) and/or GPA to which the automated transfer is to be made and the number of months during which transfers will continue. If the value of the Division from which transfers are being made falls below the total transfer amount, the remaining value in that Division will be transferred to the designated receiving Division(s) and/or GPA and no more automated transfers will be processed. Automated Account Value Transfer is subject to the restrictions on transfers from the GPA to the Separate Account. For details see "Transfers." Policyowners who utilize Automated Account Value Transfers may not simultaneously utilize Automated Account Re-Balancing. INVESTMENT RETURN. The investment return of a Policy is based on: - ----------------- 1. The Account Value held in each Division for that Policy; and 2. The investment experience of each Division as measured by its actual net rate of return; and 3. The interest rate credited on Account Values held in the GPA. The investment experience of a Division reflects increases or decreases in the net asset value of the shares of the underlying Fund, any dividend or capital gains distributions declared by the Fund, and any charges against the assets of the Division. This investment experience is determined each day on which the net asset value of the underlying Fund is determined - that is, on each Valuation Date. The actual net rate of return for a Division measures the investment experience from the end of one Valuation Date to the end of the next Valuation Date. CASH SURRENDER VALUE. The Policy may be surrendered for its full Cash Surrender - -------------------- Value at any time while the Insured is living. Unless a later effective date is selected, surrender is effective on the date We receive the Policy and a written request in proper form at our Principal Administrative Office. The Policy and a written request for surrender are deemed received on the date on which they are received by mail at MML Bay State's Principal Administrative Office. If, however, the date on which they are received is not a Valuation Date, or if they are received other than through the mail after a Valuation Time, they are deemed received on the next Valuation Date. The full Cash Surrender Value is the Account Value less any outstanding Policy Debt. WITHDRAWALS. Subject to certain conditions, after the Policy has been in force - ------------ for six months a Policyowner can make a Withdrawal from the Policy on any Monthly Calculation Date by sending a written request to Our Principal Administrative Office. The minimum amount of a Withdrawal is $500 (before deducting the withdrawal charge); the maximum amount is the Cash Surrender Value minus an amount equal to one plus the number of Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most recent Monthly Deduction. The amount of the Withdrawal is deducted from the Policy's Account Value at the end of the Valuation Period applicable to the Monthly Calculation Date on which the Withdrawal is made. The Policyowner must specify the GPA or the Division(s) from which the Withdrawal is to be made. The withdrawal amount attributable to a Division or the GPA may not exceed the non-loaned Account Value of that Division or GPA. A Withdrawal from the GPA may not exceed an amount equal to one plus the number of Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most recent Monthly Deduction. A withdrawal charge equal to the lesser of 2.0% of the Withdrawal or $25.00, is deducted from each Withdrawal. The Account Value will automatically be reduced by the amount of the Withdrawal. The Selected Face Amount of the Policy will be reduced as needed to prevent an increase in the amount of insurance which requires a charge, unless satisfactory evidence of insurability is provided to MML Bay State. Withdrawals may have tax consequences. (For details see "FEDERAL INCOME TAX CONSIDERATIONS" - "Policy Proceeds," "Premiums and Loans.") 35 POLICY LOAN PRIVILEGE The Policy provides a loan privilege which becomes effective six months after the Policy Date. After such effective date, loans can be made on the Policy at any time while the Insured is living. The maximum loan is an amount equal to; 1) 90% of Your Account Value at the time of the loan; less 2) any outstanding Policy Debt before the new loan; less 3) interest on the loan being made and on other outstanding loan(s) to Your next Policy Anniversary Date; less 4) an amount equal to one plus the number of Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most recent Monthly Deduction. The Policy must be properly assigned as collateral for the loan. (The maximum loan amount may be different if required by state law.) SOURCE OF LOAN. The loan amount requested is taken from the Divisions and the - -------------- GPA (excluding Policy Debt plus an amount equal to one plus the number of Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most recent Monthly Deduction) in proportion to the non-loaned Account Value of each on the date of the loan. Shares taken from the Divisions are liquidated and the resulting dollar amounts are transferred to the GPA. We may delay the granting of any loan attributable to the GPA for up to six months. We may also delay the granting of any loan attributable to the Separate Account during any period that the New York Stock Exchange (or its successor) is closed except for normal weekend and holiday closings, or trading is restricted, or the Securities and Exchange Commission (or its successor) determines that an emergency exists, or the Securities and Exchange Commission (or its successor) permits Us to delay payment for the protection of our policy owners. IF LOANS EXCEED THE POLICY ACCOUNT VALUE. Policy Debt (which includes accrued - ---------------------------------------- interest) must not equal or exceed the Account Value under the Policy. If this limit is reached, We may terminate the Policy. To terminate for this reason We will notify the Employer (or Policyowner if no longer associated with the Employer) in writing. This notice states the amount necessary to bring the Policy Debt back within the limit. If We do not receive a payment within 31 days after the date We mailed the notice, the Policy terminates without value at the end of those 31 days. Termination of a policy under these circumstances could cause the Policyowner to recognize gross income in the amount of any excess of the Policy Debt over the sum of the Policyowner's previously unrecovered premium payments. INTEREST. The Employer elects either a fixed loan interest rate or, where - -------- permitted, an adjustable loan interest rate to apply to the Policies. All Certificates issued to the same group will have the same fixed or variable loan interest rate. The fixed loan interest rate is 6% per year. When an adjustable rate has been selected, MML Bay State sets the rate each year that will apply for the next Policy Year. The maximum rate is based on the monthly average of the composite yield on seasoned corporate bonds as published by Moody's Investors Service or, if it is no longer published, a substantially similar average. The maximum rate is the published monthly average for the calendar month ending two months before the Policy Year begins, or 5%, whichever is higher. If the maximum limit is not at least 1/2% higher than the rate in effect for the previous year, We will not increase the rate. If the maximum limit is at least 1/2% lower than the rate in effect for the previous year, We will decrease the rate. Interest accrues daily and becomes part of the Policy Debt as it accrues. It is due on each Policy Anniversary. If not paid when due, the interest will be added to the loan and, as part of the loan, will bear interest at the same rate. Any interest capitalized on a Policy Anniversary will be treated the same as a new loan and will be taken from the Divisions and the GPA in proportion to the non- loaned Account Value in each. The inclusion of unpaid interest to outstanding Policy Debt may result in tax consequences upon surrender or lapse of the 36 Policy. (For details see "FEDERAL INCOME TAX CONSIDERATIONS - Policy Proceeds, Premiums and Loans.") REPAYMENT. All or part of any Policy Debt may be repaid at any time while the - --------- Insured is living and while the Policy is in force. Any repayment results in the transfer of values equal to the repayment from the loaned portion of the GPA to the non-loaned portion of the GPA and the applicable Division(s). The transfer is made in proportion to the non-loaned value in each Division at the time of repayment. If the loan is not repaid, We deduct the amount due from any amount payable from a full surrender or upon the death of the Insured. INTEREST ON LOANED VALUE. The amount equal to any outstanding Policy loans is - ------------------------ held in the GPA and is credited with interest at a rate which is the greater of 3% and the Policy loan rate less a MML Bay State declared charge (currently 0.75%, guaranteed not to exceed a maximum of 1.25%) for expenses and taxes. EFFECT OF LOAN. A Policy loan affects the Policy since the Death Benefit and - -------------- Cash Surrender Value under a Policy are reduced by the amount of the loan. Repayment of the loan increases the Death Benefit and Cash Surrender Value under the Policy by the amount of the repayment. As long as a loan is outstanding, a portion of the Policy's Account Value equal to the loan is held in the GPA. This amount is not affected by the Separate Account's investment performance. The Account Value is also affected because the portion of the Account Value equal to the Policy loan is credited with an interest rate declared by MML Bay State rather than a rate of return reflecting the investment performance of the Separate Account. If the Policy is surrendered with outstanding Policy Debt, tax consequences may result. (For details see "FEDERAL INCOME TAX CONSIDERATIONS - Policy Proceeds, Premiums and Loans.") FREE LOOK PROVISION The Certificate owner may cancel the Certificate within 10 days (or longer if required by state law) after the owner has received the Certificate. The election of the variable account rider does not increase or decrease the duration of this Free Look Period. If the Certificate owner chooses to cancel the Certificate within the Free Look Period, the owner should mail or deliver the Certificate and Certificate delivery receipt (if applicable) either to MML Bay State or to the agent who sold the Certificate or to one of our agency offices. If the Certificate is canceled in this fashion, a refund will be made to the owner. The refund equals either: 1) the Account Value plus any Premium Deduction(s) and Monthly Deduction(s) reduced by any amounts borrowed or withdrawn; or, where required by state law, 2) all premiums paid, reduced by any amounts borrowed or withdrawn. During the Free Look Period, the initial Net Premium We receive under Certificates to which a variable rider has been added will be allocated to the Guaranteed Principal Account. If You elect the variable account rider after the Free Look Period applicable to Your Policy has expired, the Net Premiums You pay will be allocated among the Guaranteed Principal Account and the Divisions of the Separate Account in accordance with Your instructions. EXCHANGE PRIVILEGE The Policyowner may transfer the entire Account Value held in the Separate Account to the GPA at any time. The transfer will take effect when We receive a written request, signed by the Policyowner. YOUR VOTING RIGHTS As long as the Separate Account continues to operate as a unit investment trust under the Investment Company Act of 1940, as amended, the Policyowner is entitled to give instructions as to how shares of the Funds held in the Separate Account (or other securities held in lieu of such shares) deemed attributable to the Policy shall be 37 voted at meetings of shareholders of the Funds or the Trusts. Those persons entitled to give voting instructions are determined as of the record date for the meeting. The number of shares of the Funds held in the Separate Account deemed attributable to the Policy during the lifetime of the Insured are determined by dividing the Policy's Account Value held in each Division, if any, by the net asset value of one share in the underlying Fund in which the assets of the Division are invested. Fractional votes are counted. Policyowners receive proxy material and a form with which such instructions may be given. Shares of the Funds held by the Separate Account, and attributable to the Policies, to which no effective instructions have been received are voted for or against any proposition in the same proportion as the shares as to which instructions have been received. We reserve the right to vote shares of the Funds not attributable to the Policies in Our discretion to the extent allowed by applicable law. OUR RIGHTS We reserve the right to take certain actions in connection with our operations and the operations of the Separate Account. These actions will be taken in accordance with applicable laws (including obtaining any required approval of the Securities and Exchange Commission). If necessary, We will seek approval by Policyowners. Specifically, We reserve the right to: . Create new segments of the Separate Account; . Create new Separate Accounts; . Combine any two or more Separate Accounts; . Make available additional Divisions investing in additional investment companies; . Substitute or merge two or more Divisions or Separate Accounts; . Eliminate one or more Divisions; . Invest the assets of the Separate Account in securities other than shares of the Funds as a substitute for such shares already purchased or as the securities to be purchased in the future; . Operate the Separate Account as a management investment company under the Investment Company Act of 1940, as amended, or in any other form permitted by law; and . De-register the Separate Account under the Investment Company Act of 1940, as amended, in the event such registration is no longer required. MML Bay State also reserves the right to change the name of the Separate Account. We have reserved all rights to the name MML Bay State and MML Bay State Life Insurance Company or any part of it. We may allow the Separate Account and other entities to use our name or part of it, but We may also withdraw this right. 38 DIRECTORS AND PRINCIPAL OFFICERS OF MML BAY STATE The directors and principal officers of MML Bay State, their positions and their other business affiliations and business experience for the past five years are listed below.
- -------------------------------------------------------------------------------- NAME AND POSITION AGE AS OF PRINCIPAL OCCUPATION(S ) DURING 12/31/96 PAST FIVE YEARS - -------------------------------------------------------------------------------- Paul D. Adornato, Director 58 Director (since 1987) and and Senior Vice Senior Vice President-Operations President-Operations, MML Bay State, since 1996; Senior Vice President, MassMutual, since 1986 - -------------------------------------------------------------------------------- Lawrence V. Burkett, Jr., 51 Director, President and Chief Director, President and Executive Officer, MML Bay Chief Executive Officer State, since 1996; Executive Vice President and General Counsel, MassMutual, since 1993; Senior Vice President and Deputy General Counsel, 1992-1993 - -------------------------------------------------------------------------------- John B. Davies, Director 47 Director, MML Bay State, since 1996; Executive Vice President, MassMutual, since 1994; Associate Executive Vice President, 1994-1994; General Agent, 1982-1993 - -------------------------------------------------------------------------------- Anne Melissa Dowling, 38 Director and Senior Vice Director and Senior Vice President-Large Corporate President-Large Corporate Marketing, MML Bay State, since Marketing 1996; Senior Vice President, MassMutual, since 1996; Chief Investment Officer, Connecticut Mutual Life Insurance Company, 1994-1996; Senior Vice President-International, Travelers Insurance Co., 1987-1993 - -------------------------------------------------------------------------------- Daniel J. Fitzgerald, 48 Director, MML Bay State, since Director 1994; Executive Vice President, Corporate Financial Operations, MassMutual, since 1994; Senior Vice President, 1991-1994 - -------------------------------------------------------------------------------- Maureen R. Ford, Director 41 Director and Senior Vice and Senior Vice President-Annuity Marketing, President-Annuity MML Bay State, since 1996; Marketing Senior Vice President, MassMutual, since 1996; Marketing Officer, Connecticut Mutual Life Insurance Company, 1989-1996 - -------------------------------------------------------------------------------- Isadore Jermyn, Director 46 Director (since 1990) and and Senior Vice President Senior Vice President and and Actuary Actuary, MML Bay State, since 1996; Senior Vice President and Actuary, MassMutual, since 1995; Vice President and Actuary, 1980-1995 - -------------------------------------------------------------------------------- Stuart H. Reese, Director 41 Director (since 1994) and and Senior Vice Senior Vice President-Investments President-Investments, MML Bay State, since 1996; Senior Vice President, MassMutual, since 1993; Investment Manager, Aetna Life and Casualty and Affiliates, 1979-1993 - -------------------------------------------------------------------------------- Thomas J. Finnegan, Jr., Director 61 Director (since 1997) and and Secretary Secretary Since 1990, MML Bay State,; Vice President, Secretary and Associate General Counsel, MassMutual, since 1984 - -------------------------------------------------------------------------------- PRINCIPAL OFFICERS (OTHER THAN THOSE WHO ARE ALSO DIRECTORS): - -------------------------------------------------------------------------------- Ann Iseley 40 Treasurer, MML Bay State, since 1996; Vice President and Treasurer, MassMutual, since 1996; Chief Financial and Operations Officer, Connecticut Mutual Financial Services, 1994-1996; Controller, The Mack Company, 1993-1994; Vice President-Finance, Mutual of New York, 1988-1993 - --------------------------------------------------------------------------------
THE GUARANTEED PRINCIPAL ACCOUNT 39 Because of the exemptive and exclusionary provisions, interests in MML Bay State's general account (which include interests in the Guaranteed Principal Account) are not registered under the Securities Act of 1933 and the general account is not registered as an investment company under the Investment Company Act of 1940, as amended. Accordingly, neither the general account nor any interests therein are subject to the provisions of these Acts, and MML Bay State has been advised that the staff of the Securities and Exchange Commission has not reviewed the disclosures in the Prospectus relating to the general account. Disclosures regarding the general account may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. A Policyowner may allocate or transfer all or part of the Net Premium to the GPA, and such amounts shall become part of MML Bay State's general account assets. The allocation or transfer of amounts to the GPA does not entitle a Policyowner to share in the investment experience of those assets. Instead, MML Bay State guarantees that those amounts allocated to the GPA which are in excess of any Policy loans will accrue interest daily at a minimum effective annual rate equal to 3%. For amounts equal to any Policy loans, the guaranteed rate is the greater of: (a) 3%; and (b) the Policy loan rate less a MML Bay State declared charge for expenses and taxes. This charge is currently 0.75% and will not exceed 1.25%. Although MML Bay State is not obligated to credit interest at a rate higher than this minimum, it may declare a higher rate applicable for such periods as it deems appropriate. Upon request, MML Bay State will inform Policyowners of the then applicable rate. Since MML Bay State takes into account the need to provide for its expenses and guarantees, the crediting rate declared by MML Bay State shall be net of charges it imposes against the earnings of the GPA. FEDERAL INCOME TAX CONSIDERATIONS The ultimate effect of federal income taxes on values under this Policy and upon the economic benefit to the Policyowner or Beneficiary depends on MML Bay State's tax status and upon the tax status of the individual concerned. The discussion contained herein is general in nature and is not an exhaustive discussion of all tax questions that might arise under the Policies, and is not intended as tax advice. Moreover, no representation is made as to the likelihood of continuation of current federal income tax laws and Treasury Regulations or of the current interpretations of the Internal Revenue Service. MML Bay State reserves the right to make changes in the Policy to assure that it continues to qualify as life insurance for tax purposes. For complete information on federal and state tax considerations, a qualified tax adviser should be consulted. No attempt is made to consider any applicable state or other tax laws. MML BAY STATE - TAX STATUS. MML Bay State is taxed as a life insurance company - -------------------------- under Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The Separate Account is not a separate entity from MML Bay State and its operations form a part of MML Bay State. Investment income and realized capital gains on the assets of the Separate Account are reinvested and taken into account in determining Account Values. The investment income and realized capital gains are automatically applied to increase book reserves associated with the Policies. Under existing federal income tax law, the Separate Account's investment income, including net capital gains, is not taxed to MML Bay State to the extent applied to increase reserves associated with the Policies. The reserve items taken into account at the close of the taxable year for purposes of determining net increases or net decreases must be adjusted for tax purposes by subtracting any amount attributable to appreciation in the value of assets or by adding any amount attributable to depreciation. MML Bay State's basis in the assets underlying the Separate Account's Policies will be adjusted for appreciation or depreciation, to the extent the reserves are adjusted. Thus, corporate level gains and losses, and the tax effect thereof, are eliminated. Due to MML Bay State's current tax status, no charge is made to the Separate Account for MML Bay State's federal income taxes that may be attributable to the Separate Account. Periodically, MML Bay State reviews 40 the question of a charge to the Separate Account for MML Bay State's federal income taxes. A charge may be made for any federal income taxes incurred by MML Bay State that are attributable to the Separate Account. Depending on the method of calculating interest on Policy values allocated to the Guaranteed Principal Account (see preceding section), a charge may be imposed for the Policy's share of MML Bay State's federal income taxes attributable to that account. Under current state laws, MML Bay State may incur state and local taxes (in addition to premium taxes). At present, these taxes are not significant. If there is a material change in state or local tax laws, MML Bay State reserves the right to charge the Separate Account for such taxes, if any, attributable to the Separate Account. POLICY PROCEEDS, PREMIUMS, AND LOANS. MML Bay State believes that the Policy - ------------------------------------ meets the statutory definition of life insurance under Code Section 7702 and hence receives the same tax treatment as that accorded to fixed benefit life insurance. Thus, the Death Benefit under the Policy is generally excludable from the gross income of the Beneficiary under Section 101(a)(1) of the Code. As an exception to this general rule, where a Policy has been transferred for value, only the portion of the Death Benefit which is equal to the total consideration paid for the Policy may be excluded from gross income. The Policyowner is not deemed to be in constructive receipt of the cash values, including increments thereon, under the Policy until a full surrender or Withdrawal is made. Upon a full surrender of a Policy for its Cash Surrender Value the Policyowner may recognize ordinary income for federal tax purposes. Ordinary income is computed to be the amount by which the Account Value, unreduced by any outstanding Policy Debt (which may include unpaid interest), exceeds the premiums paid but not previously recovered and any other consideration paid for the Policy. Decreases in Selected Face Amount and Withdrawals may be taxable depending on the circumstances. Code Section 7702(f)(7) provides that where a reduction of future benefits occurs during the first 15 years after a Policy is issued and where there is a cash distribution associated with that reduction, the Policyowner may be taxed on all or part of the amount distributed. After 15 years, such cash distributions are not subject to federal income tax, except to the extent they exceed the total amount of premiums paid but not previously recovered. Where the provisions of Code Section 7702(f) do not cause a taxable event, a Withdrawal is taxable only to the extent that it exceeds the Policyowner's as yet unrecovered premium contributions. MML Bay State suggests that a Policyowner consult with his or her tax adviser in advance of a proposed decrease in Selected Face Amount or Withdrawal as to the portion, if any, which would be subject to federal income tax. A change of Policyowner or the Insured or an exchange or assignment of the Policy may have tax consequences depending on the circumstances. MML Bay State also believes that under current law any loan received under the Policy will be treated as Policy Debt of a Policyowner, and that no part of any loan under a Policy will constitute income to the Policyowner. Under the "personal" interest limitation provisions of the Code, interest on Policy loans used for personal purposes, which otherwise meet the requirements of Code Section 264, will no longer be tax deductible. Other rules may apply to allow all or part of the interest expense as a deduction if the loan proceeds are used for "trade or business" or "investment" purposes. See a tax advisor for further guidance. If the Policy is owned by a business or corporation, the Code may impose additional restrictions. The Act limits the interest deduction available for loans against a business-owned Policy. It imposes an indirect tax upon the inside build-up of gain in corporate-owned life insurance policies by way of the corporate alternative minimum tax, for those corporations subject to the alternative minimum tax. The corporate alternative minimum tax could also apply to a portion of the amount by which Death Benefits received exceed the Policy's date of death cash value. 41 Federal estate and state and local estate, inheritance, and other tax consequences of ownership or receipt of Policy proceeds depend on the circumstances of each Policyowner or Beneficiary. For complete information on the impact of changes with respect to the Policy and federal and state tax considerations, a qualified tax advisor should be consulted. MML Bay State makes no guarantee regarding the future tax treatment of any Policy. MODIFIED ENDOWMENT CONTRACTS. Contrary to the rules described above, loans, - ---------------------------- collateral assignments, withdrawals, and other amounts distributed under a "modified endowment contract" are taxable to the extent of any accumulated income in the Policy. In general, the amount which may be subject to tax is the excess of the Account Value (both loaned and unloaned) over the previously unrecovered premiums paid. Death benefits paid under a modified endowment contract, however, are not taxed any differently from death benefits payable under other life insurance contracts. A Policy is a modified endowment contract if it satisfies the definition of life insurance set out in the Internal Revenue Code, but fails the additional "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 under a policy providing for guaranteed benefits upon the payment of seven level annual premiums. A Policy which would otherwise satisfy the 7-pay test will still be taxed as a modified endowment contract if it is received in exchange for a modified endowment contract. Certain changes will require a Policy to be re-tested to determine whether it has become a modified endowment contract. For example, a reduction in death benefits during the first seven contract years will cause the Policy to be re- tested as if it had originally been issued with the reduced death benefit. If the premiums actually paid into the Policy exceed the limits under the 7-pay test for a policy with the reduced death benefit, the Policy will become a modified endowment contract. This change is effective retroactively to the contract year in which the actual premiums paid exceed the new 7-pay limits. In addition, a "material change" occurring at any time while the Policy is in force will require the policy to be re-tested to determine whether it continues to meet the 7-pay test. A material change starts a new 7-pay test period. The term "material change" includes many increases in death benefits. A material change does not include an increase in death benefits which is attributable to the payment of premiums necessary to fund the lowest level of death benefits payable during the first seven contract years, or which is attributable to the crediting of interest with respect to such premiums. Since the Policy provides for flexible premium payments, We will carefully monitor the Policy to determine whether increases in death benefits or additional premium payments cause either the start of a new seven-year test period or the taxation of distributions and loans. All additional premium payments will be considered. If any amount is taxable as a distribution of income under a modified endowment contract, it will also be subject to a 10% penalty tax. Limited exceptions from the additional penalty tax are available for individual Policyowners. The penalty tax will not apply to distributions: (i) that are made on or after the date the taxpayer attains age 591/2; or (ii) that are attributable to the taxpayer's becoming disabled; or (iii) that are part of a series of substantially equal periodic payments (made not less frequently than annually) made for the life or life expectancy of the taxpayer. For complete information with respect to modified endowment contract status, particularly where a Policy is owned by other than an individual Policyowner, a qualified tax advisor should be consulted. 42 Once a Policy fails the 7-pay test, loans, collateral assignments, withdrawals, and other distributions occurring in the year of failure and thereafter become subject to the rules for modified endowment contracts. In addition, a recapture provision applies to loans and all other distributions received in anticipation of failing the 7-pay test. Any distribution or loan made within two years prior to failing the 7-pay test is considered to have been made in anticipation of the failure. Under certain circumstances, a loan or other distribution under a modified endowment contract 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 modified endowment contract, the law requires the aggregation of all modified endowment contracts issued to the same Policyowner by an insurer and its affiliates within the same calendar year. Therefore, loans and distributions from any one such Policy are taxable to the extent of the income accumulated in all the contracts required to be aggregated. DIVERSIFICATION STANDARDS. To comply with final regulations under Code Section - ------------------------- 817(h) ("Final Regulations"), each Fund or Portfolio of the MML Trust, Oppenheimer Trust, and Panorama Fund is required to diversify its investments. The Final Regulations generally require that on the last day of each quarter of a calendar year no more than 55% of the value of a Trust's assets is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments, and no more than 90% is represented by any four investments. A "look-through" rule applies to treat a pro-rata portion of each asset of the Trust as an asset of the Separate Account. All securities of the same issuer are treated as a single investment. Each Government agency or instrumentality, however, is treated as a separate issuer. With respect to variable life insurance contracts, the general diversification requirements are modified if any of the assets of the Separate Account are direct obligations of the United States Treasury. In this case, there is no limit on the investment that may be made in United States Treasury Securities, and for purposes of determining whether assets other than United States Treasury Securities are adequately diversified, the generally applicable percentage limitations are increased based on the value of the Separate Account's investment in United States Treasury Securities. Notwithstanding this modification of the general diversification requirements, the Funds of the Trusts will be structured to comply with the general diversification standards because they serve as an investment vehicle for certain variable annuity contracts which must comply with the general standards. In connection with the issuance of the temporary regulations prior to the Final Regulations, the Treasury announced that such temporary regulations did not provide guidance concerning the extent to which Policyowners may direct their investments to particular divisions of a separate account. Regulations in this regard were not issued in connection with the Final Regulations, however. It is not clear, at this time, what future regulations might provide. It is possible that if future regulations are issued, the Policy may need to be modified to comply with such regulations. For these reasons, MML Bay State reserves the right to modify the Policy, as necessary, to prevent the Policyowner from being considered the owner of the assets of the Separate Account. MML Bay State intends to comply with the Final Regulations to assure that the Policy continues to qualify as life insurance for federal income tax purposes. ADDITIONAL PROVISIONS OF THE POLICY PAID-UP POLICY DATE. The Paid-up Policy Date is the Policy Anniversary Date - ------------------- after the Insured's 95th birthday. On this Date and at all times thereafter, the Selected Face Amount will equal the Account Value, and the Death Benefit Option will be Death Benefit Option A. As of this Date, the charge for cost of insurance will be equal to $0 and premium payments will no longer be accepted. The Policy does not lapse 43 after the Paid-up Policy Date. The payment of planned Policy premiums does not guarantee that the Policy will continue in force to the Paid-up Policy Date. REINSTATEMENT OPTION. For a period of five (5) years after termination, a - -------------------- Policyowner can request that We reinstate the Policy during the Insured's lifetime. We will not reinstate the Policy if it has been returned for its Cash Surrender Value. Note that a termination or reinstatement may cause the Policy to become a modified endowment contract. Before We will reinstate the Policy, We must receive the following: . A premium payment equal to the amount necessary to produce an Account Value equal to 3 times the Monthly Deduction for the Policy on the Monthly Calculation Date on or next following the date of reinstatement; . Evidence of insurability satisfactory to us; and . Where necessary, a signed acknowledgment that the Policy has become a modified endowment contract. If We do reinstate the Policy, the Selected Face Amounts for the reinstated Policy will be the same as it would have been if the Policy had not terminated. PAYMENT OPTIONS. All or part of the Death Benefit or Cash Surrender Value may - --------------- be taken in cash or as a series of level payments. Proceeds applied will no longer be affected by the investment experience of the Divisions or the GPA. To receive payments, the proceeds to be applied must be at least $2,000. If the payments under any option are less than $20 each, We reserve the right to make payments at less frequent intervals or to make a lump sum payment in satisfaction of Our obligation. Payment options are as described below. FIXED AMOUNT PAYMENT OPTION. Each monthly payment is for an agreed fixed amount - --------------------------- not less than $10 for each $1,000 applied under the option. Interest of at least 3% per year is credited each month on the unpaid balance and added to it. Payments continue until the amount We hold runs out. FIXED TIME PAYMENT OPTION. Equal monthly payments are made for any period - ------------------------- selected, up to 30 years. The amount of each payment depends on the total amount applied, the period selected and the interest rate We credit to the unpaid balance. This interest rate will not be less than 3% per year. INTEREST PAYMENT OPTION. We hold amounts applied under this option and pay - ----------------------- interest on the unpaid balance of at least 3% per year. LIFETIME PAYMENT OPTION. Equal monthly payments are based on the life of a - ----------------------- named person. Payments continue for the lifetime of that person. Three variations are available: Payments for life only; Payments guaranteed for five, ten or twenty years; or Payments guaranteed for the amount applied. 44 JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the lives of - ----------------------------- two named persons. While both named persons are living, one payment is made each month. When one of the named persons dies, the same payment continues for the lifetime of the other. Two variations are available: . Payments guaranteed for 10 years; and . Payment for two lives only. No specific number of payments is guaranteed. Under this option there may be one payment if the two named persons die prior to the second payment. JOINT LIFETIME PAYMENT OPTION WITH REDUCED PAYMENTS. Monthly payments are based - --------------------------------------------------- on the lives of two named persons. While both named persons are living, one payment will be made each month. When one dies, payments are reduced by one- third and will continue for the lifetime of the other. WITHDRAWAL RIGHTS UNDER PAYMENT OPTIONS. If provided in the payment option - --------------------------------------- election, all or part of the unpaid balance may be withdrawn or applied under any other option. Payments which are based on a named person's life may not be withdrawn. BENEFICIARY. A Beneficiary is any person named on our records to receive - ----------- insurance proceeds after the Insured dies. A Policyowner names the Beneficiary when he or she or it applies for the Policy. There may be different classes of beneficiaries, such as primary and secondary. These classes set the order of payment. There may be more than one Beneficiary in a class. Any Beneficiary may be named an irrevocable beneficiary. An irrevocable beneficiary is one whose consent is needed to change that Beneficiary. The consent of any irrevocable beneficiary is needed to exercise any Policy right except the right to: . Change the frequency of premium payments. . Change the premium payment plan. . Reinstate the Policy after termination. If no Beneficiary is living when the Insured dies, unless provided otherwise, the Death Benefit is paid to the Policyowner or, if deceased, the Policyowner's estate. CHANGING THE POLICYOWNER OR BENEFICIARY. The Policyowner or any Beneficiary may - --------------------------------------- be changed during the Insured's lifetime by writing to our Principal Administrative Office. The change takes effect as of the date of the request, even if the Insured dies before We receive it. Each change is subject to any payment We made or other action by MML Bay State prior to receipt of the request. ASSIGNMENT. The Policy may be assigned as collateral for a loan or other - ---------- obligation, subject to any outstanding Policy Debt. We will not effectuate the assignment unless We receive a signed copy of it at our Principal Administrative Office and We consent to the assignment. We are not responsible for the validity of any assignment. Any amounts due to an assignee of the Policy which is assigned will be paid in one sum. LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY. We must bring any legal action to - ------------------------------------------- contest the validity of a Certificate within two years from its Issue Date or an increase in the Selected Face Amount. After that We cannot contest its validity, except for failure to pay premiums. 45 MISSTATEMENT OF AGE. If the Insured's date of birth as given in the Enrollment - ------------------- Form is not correct, an adjustment will be made. If the adjustment is made when the Insured dies, the Death Benefit will reflect the amount provided by the most recent mortality charge according to the correct age. If the adjustment is made before the Insured dies, then future Monthly Deductions will be based on the correct age. SUICIDE. If the Insured commits suicide within two years (or different period - -------- if required by state law) from the Issue Date or an increase in the Selected Face Amount and while the Policy is in force, We pay a limited Death Benefit in one sum to the Beneficiary. The limited Death Benefit is the amount of premiums paid for the Policy, less any Policy Debt or amounts withdrawn. WHEN WE PAY PROCEEDS. If the Policy has not terminated, payment of the Cash - -------------------- Surrender Value, loan proceeds or the Death Benefit are made normally within 7 days after We receive any required documents at our Principal Administrative Office. We can delay payment of the Cash Surrender Value or any Withdrawal from the Separate Account, loan proceeds attributable to the Separate Account, or the Death Benefit during any period that: It is not reasonably practicable to determine the amount because the New York Stock Exchange (or its successor) is closed, except for normal weekend or holiday closings, or trading is restricted; or the Securities and Exchange Commission (or its successor) determines that an emergency exists; or the Securities and Exchange Commission (or its successor) permits Us to delay payment for the protection of our policy owners; or We are permitted by state law to delay such payment. We may delay paying any Cash Surrender Value or loan proceeds based on the GPA for up to 6 months from the date the request was received at our Principal Administrative Office. We can delay payment of the entire Death Benefit if payment is contested. We investigate all death claims arising within the two- year contestable period. Upon receiving the information from a completed investigation, We generally make a determination within five working days as to whether the claim should be authorized for payment. Payments are made promptly after authorization. If payment is delayed for 10 working days or more from the effective date of surrender or Withdrawal, We add interest at the same rate as is paid under the Interest Payment Option for the same period of time (but not less than required by state law). The minimum amount of such interest is $25. OPTIONAL BENEFITS OBTAINABLE BY RIDER This Section is intended to provide only a very brief overview of additional insurance benefits available by rider. For more information, contact your agent. The following supplemental benefits are available for issue under the Policies for an additional charge. DISABILITY WAIVER RIDER. With this rider We will waive the Monthly Deduction on - ----------------------- each Monthly Calculation Date for at least two years in the event of the Insured's total disability which begins before age 65 and such total disability continues for at least at least 6 months. The waiver will continue up to the Insured's attained age 65, but in any event will never be less than two years. ACCELERATED BENEFITS RIDER. This rider permits part of the proceeds of the - -------------------------- Policy to be available before death if the Insured becomes terminally ill. MML Bay State will require proof, satisfactory to Us, that the Insured is 46 terminally ill and is not expected to live longer than 12 months prior to activation of the rider. In return for the advanced payment, a lien is established against the Policy, equal to the amount of the accelerated benefit. No interest is charged against the lien. ACCIDENTAL DEATH AND DISMEMBERMENT RIDER. With this rider We will pay a benefit - ---------------------------------------- equal to a percentage of the Accidental Death and Dismemberment Rider Face Amount specified in the following table if the Insured dies or becomes dismembered due to accidental causes prior to attaining age 65.
- --------------------------------------------------------------------------- Loss of Life Percent of Rider Face ------------ --------------------- Amount Payable -------------- - --------------------------------------------------------------------------- Life 100 - --------------------------------------------------------------------------- Both Limbs 100 - --------------------------------------------------------------------------- Both Arms 100 - --------------------------------------------------------------------------- Sight of Both Eyes 100 - --------------------------------------------------------------------------- One Limb and Sight of One Eye 100 - --------------------------------------------------------------------------- One Arm and Sight of One Eye 100 - --------------------------------------------------------------------------- One Limb or One Arm 50 - --------------------------------------------------------------------------- Vision of One Eye 50 - ---------------------------------------------------------------------------
RECORDS AND REPORTS MML Bay State maintains all records and accounts relating to the Separate Account and the GPA. Each year within 30 days after the Policy Anniversary, We will mail to the Policyowner a report showing the Account Value at the beginning of the previous Policy Year, all premiums paid since that time, all additions to and deductions from Account Value during the year, and the Account Value, Death Benefit, Cash Surrender Value and Policy Debt as of the latest Policy Anniversary. This report contains any additional information required by any applicable law or regulation. SALES AND OTHER AGREEMENTS MML Distributors, LLC ("MML Distributors"), 1414 Main Street, Springfield, MA 01144-1013, is the principal underwriter of the Policy pursuant to an Underwriting and Servicing Agreement to which MML Distributors, MML Bay State and the Separate Account are parties. MML Investors Services, Inc. ("MMLISI"), also located at 1414 Main Street, Springfield, MA 01144-1013, serves as the co- underwriter of the Policies. Both MML Distributors and MMLISI are registered with the Securities and Exchange Commission (the "SEC") as broker-dealers under the Securities Exchange Act of 1934 and are members of the National Association of Securities Dealers, Inc. (the "NASD"). MML Distributors may enter into selling agreements with other broker-dealers which are registered with the SEC and are members of the NASD ("selling brokers"). We sell the Policies through agents who are licensed by state insurance officials to sell the Policies. These agents are also registered representatives of selling brokers or of MMLISI. When a supplement to the Application requesting one of the Policies is completed, it is submitted to us. We or the selling broker perform suitability review and, in some cases, We perform insurance underwriting. We determine whether to accept or reject the application for the Policy and the Insured's risk classification. If the application is not accepted, We will refund any premium that has been paid. 47 Both MML Distributors and MMLISI receive compensation for their activities as underwriters of the policies of the Separate Account. MML Distributors does business under different variations of its name; including the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma, South Dakota and Washington; and the name MML Distributors, Limited Liability Company in the states of Maine, Ohio and West Virginia. COMMISSIONS SCHEDULE. Agents or selling brokers receive commissions as a - -------------------- percentage of the premium paid. General Agents may also receive a percentage of the agent's first year commission. Commissions paid will not exceed 24% of Modal Term Premiums, plus 3% of premiums paid in excess of the Modal Term Premium, plus 0.20% of the Policy's average annual Variable Account Value. Agents may receive commissions at lower rates on Policies sold to replace existing insurance issued by MML Bay State or any of its subsidiaries. BONDING ARRANGEMENT. Three insurance company blanket bonds are maintained - ------------------- providing $50,000,000 coverage for officers and employees of MML Bay State (subject to a $350,000 deductible) and $50,000,000 coverage for MML Bay State's general agents and agents (also subject to a $350,000 deductible). LEGAL PROCEEDINGS We are currently not involved in any material legal proceedings that adversely impact the Policy. EXPERTS The financial statements of MML Bay State included in this Prospectus have been included herein in reliance on the reports of Coopers & Lybrand L.L.P., Springfield, Massachusetts 01101, independent accountants, given on the authority of that firm as experts in accounting and auditing. FINANCIAL STATEMENTS SEPARATE ACCOUNT FINANCIAL STATEMENTS No financial statements of the GVUL Segment of the Separate Account have been included herein because as of the date of this prospectus, the GVUL Segment had not commenced operation. MML BAY STATE FINANCIAL STATEMENTS The financial statements of MML Bay State included herein should be considered only as bearing upon the ability of MML Bay State to meet its obligations under the Policy. [FINANCIALS OF MML BAY STATE WILL BE PROVIDED BY PRE-EFFECTIVE AMENDMENT] APPENDIX A Illustrations of Death Benefits (Option A), Cash Surrender Values and Accumulated Premiums The following tables illustrate the way in which a Policy operates. They show how the Death Benefit Option A and cash 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 48 unrealized), equivalent to constant gross annual rates of 0%, 6% and 12%. The tables are based on annual premiums of $[___] for a unisex and unismoke person age 35. These tables will assist in the comparison of death benefits and cash surrender values for the Policy with those under other variable life policies which may be issued by MML Bay State or other companies. The death benefits and cash surrender values for a Policy would be different from the amount 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. They would also differ if any Policy loan were made during the period of time illustrated. They would also be different depending upon the allocation of investment value to each Division, if the rates of return for all the Funds averaged 0%, 6% or 12% but varied above or below that average for particular Funds. 49 The death benefits and cash surrender values shown in illustration A reflect the following current charges: 1. Administrative Charge, equal to a monthly $5.25 per Policy. 2. Cost of Insurance Protection, based on the current guaranteed issue rates being charged by the Company. 3. Mortality and Expense Risk Charge, which is equal to .75% on an annual basis, of the net asset value of the Fund shares held by the Separate Account. 4. MML Trust, Oppenheimer Trust, and Panorama Fund level expenses of [__]% on an annual basis, of the net asset value of the MML Trust, Oppenheimer Trust, and Panorama Fund shares held by the Separate Account. The death benefits and cash surrender values shown in illustration B reflect these guaranteed maximum charges: 1. Administrative Charge, equal to $9.00 per month. 2. Cost of Insurance Charge, based on 125% of the 1980 CSO Mortality Table. 3. Mortality and Expense Risk Charge, which is equal to 1.00% on an annual basis, of the net asset value of the Fund shares held by the Separate Account. 4. MML Trust, Oppenheimer Trust, and Panorama Series Fund Inc. level expenses of [__] on an annual basis, of the net asset value of the MML Trust, Oppenheimer Trust and Panorama Fund shares held by the Separate Account. (This unweighted average reflects current Fund level expenses.) Cash surrender values shown in the tables reflect the deduction of the applicable sales loads and premium taxes for a Policy with a Modal Term Premium paid of $X. Taking into account the Mortality and Expense Risk Charge and the Fund level expenses, the effect is that for gross annual rates of return of 0%, 6% and 12%, the actual net annual rate of return on a current basis would be - X%, X%, and X%, respectively, and on a guaranteed basis would be -X%, X%, and X%, respectively. MassMutual has agreed to bear expenses of the MML Trust (other than the management fee, interest, taxes, brokerage commissions and extraordinary expenses) in excess of .11% of average daily net asset value of each MML Fund through April 30, 1998. During 1996, no expenses were required to be reimbursed pursuant to this undertaking. Currently no charge is made against the Separate Account for federal income taxes but MML Bay State reserves the right to charge the Separate Account for federal income taxes attributable to the Separate Account if such taxes are imposed in the future. The tables are based on the assumptions that the Policyowner has requested a level Selected Face Amount, that no Policy loans, or additional premium payments have been made, and no transaction charges have been incurred, and that the entire Account Value under the Policy is allocated to the Funds. The second column of each table shows the amounts which would accumulate if an amount equal to the annual premium were invested to earn interest after taxes, of 5% per year, compounded annually. 50 ILLUSTRATION A FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH VARIABLE RIDER Unisex, Issue Age 35, Unismoker $100,000 Selected Face Amount All Years $X Annual Premium Using Current Schedule of Charges
DEATH BENEFIT (OPTION 1) CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF INVESTMENT RETURN OF PREMIUMS ACCUMULATED AT 5% INTEREST END OF POLICY PER YEAR 0% 6% 12% 0% 6% 12% YEAR 1 $ $ $ $ $ $ $ 2 3 4 5 6 7 8 9 10 15 20 25 30 (Age 65) 35 40 45 50
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nisex, Issue Age 35, Unismoker $100,000 Selected Face Amount All Years $X Annual Premium Using Guaranteed Schedule of Charges
DEATH BENEFIT (OPTION 1) CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF INVESTMENT RETURN OF PREMIUMS ACCUMULATED AT 5% INTEREST END OF POLICY PER YEAR 0% 6% 12% 0% 6% 12% YEAR 1 $ $ $ $ $ $ $ 2 3 4 5 6 7 8 9 10 15 20 25 30 (Age 65) 35 40 45 50
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his table illustrates the performance information of a hypothetical Policy's Fund Value* assuming the following:
The Policy was in force Current expenses and A Selected Face Amount of for the period mortality charges**; $250,000; Death Benefit illustrated; The Insured is age 50, Option 1. 100% allocation to the nonsmoker; respective Fund for each period illustrated; An annual premium of $3,000 for 15 years; Fund 1 5 10 Since Inception Year Years Years - -------------------------------------------------------------------------------- MML Equity Index Oppenheimer Money*** (04/03/85) Oppenheimer Bond (04/03/85) Oppenheimer Strategic Bond (05/03/93) Oppenheimer High Income (04/30/86) Oppenheimer Growth & Income (07/05/95) Oppenheimer Multiple Strategies (02/09/87) Oppenheimer Growth (04/03/85) Oppenheimer Capital Appreciation (08/15/86) Oppenheimer Global Securities (11/20/90) Panorama Total Return (09/30/82) Panorama Growth (01/21/82) Panorama International Equity (05/13/92) Panorama LifeSpan Capital Appreciation (09/01/95) Panorama LifeSpan Balanced (09/01/95) Panorama LifeSpan Diversified Income (09/01/95)
* The performance information is based on the Policy's Fund Value since there are no surrender charges and we assume no Policy Debt. ** Historical investment results and current charges are used to determine values; if guaranteed charges were used the results would be lower. *** Although the Oppenheimer Money Fund commenced operations on 4/3/85, the information necessary to calculate the Total Returns is available only for the year 1987 and subsequent periods. 53 APPENDIX C ---------- MODAL TERM PREMIUM CALCULATION The Modal Term Premium is an estimate of the premium that will be sufficient to cover the Premium Deduction and the Monthly Deduction for the Modal Term. It equals the Monthly Deduction(s) during the Modal Term divided by 1 less the Premium Deduction discounted at a rate no lower than the monthly equivalent of the minimum annual interest rate for the Guaranteed Principal Account. Example: a. Modal Term: 3 Months b. Premium Deduction: 0.75% c. Annual Interest Rate Used For Discounting Monthly Deduction(s): 5% d. Monthly Deduction In Month 1: $100 e. Monthly Deduction In Month 2: $110 f. Monthly Deduction In Month 3: $120 g. Sum of Monthly Charges Discounted At Monthly Equivalent Of 5%: $328.58 h. Modal Term Premium (g. divided by 1 less Premium Deduction): $331.06 ------- 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 The Bylaws of MML Bay State provide for indemnification of directors and officers as follows: MML Bay State directors and officers are indemnified under its by-laws. No indemnification is provided with respect to any liability to any entity which is registered as an investment company under the Investment Company Act of 1940 or to the security holders thereof, where the basis for such liability is willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of MML Bay State pursuant to the foregoing provisions, or otherwise, MML Bay State has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by MML Bay State of expenses incurred or paid by a director, officer or controlling person of MML Bay State 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, MML Bay State will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. REPRESENTATION UNDER SECTION 26(E)(2)(A) OF THE INVESTMENT COMPANY ACT OF 1940 MML Bay State Life Insurance Company hereby represents that fees and charges deducted under the Variable Account Rider to the Group Universal Life Insurance Policy Certificate described in this Registration Statement and deducted under the Rider, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by MML Bay State Life Insurance Company. 55 CONTENTS OF THE REGISTRATION STATEMENT This registration statement comprises the following papers and documents: The facing sheet. Cross-reference to items required by Form N-8B-2. The prospectus consists of 54 pages. The undertaking to file reports. The undertaking pursuant to Rule 484 under the Securities Act of 1933. Representation under Section 26(e)(2)(a) of the Investment Company Act of 1940. The signatures. Written consents of the following persons: 1. Coopers & Lybrand, L.L.C. [to be filed] 2. Actuarial consent [to be filed] 3. Counsel opining as to the legality of securities being registered [to be filed] 4. Opinion opining as to actuarial matters contained in the Registration Statement by C. Dale Games, Vice President [to be filed] The following exhibits: 1. Exhibit 1 (Exhibits required by paragraph A of the instructions to Form N-8B-2) (1) (a) Resolution of the Board of Directors of MML Bay State Life Insurance Company authorizing the establishment of the Separate Account. (b) Resolution of the Board of Directors of MML Bay State Life Insurance Company authorizing the establishment of the GVUL Segment of MML Bay State Variable Life Separate Account I. (2) Not Applicable. (3) (a) Form of Distribution Servicing Agreement between MML Distributors, LLC, and MML Bay State. (b) Form of Co-Underwriting Agreement between MML Investors Services, Inc. and MML Bay State. 56 (c) Form of Broker Dealer Selling Agreement. (4) Not Applicable. (5) Form of Group Flexible Premium Adjustable Life Insurance Certificate To Age 95 with Variable Rider. (6) Organizational documents of the Company. (a) Certificate of Incorporation of MML Bay State [to be filed]. (b) By-Laws of MML Bay State [to be filed]. (7) Not Applicable. (8) (a) Form of Participation Agreement with Oppenheimer Variable Account Funds. (b) Form of Participation Agreement with Panorama Series Fund, Inc. (9) Not Applicable. (10) (a) Form of Enrollment Form [to be filed]. (b) Form of Application [to be filed]. (c) Form of Variable Account Rider is included in Exhibit 1 above. 2. Opinion and Consent of Counsel as to the legality of the securities being registered. [to be filed] 3. No financial statement will be omitted from the Prospectus pursuant to Instruction 1(b) or (c) of Part I. 4. Not Applicable. 5. Opinion and consent of C. Dale Games opining as to actuarial matters pertaining to the securities being registered. [to be filed]. 6. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act of 1940. [to be filed]. 7. Consent of Independent Accountants. [to be filed]. 8. Powers of Attorney. 57 27. Financial Data Schedule. [to be filed after GVUL Segment of Separate Account commences operation]. 58 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, MML Bay State Variable Life Separate Account I 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 19th day of March, 1997. MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I MML BAY STATE LIFE INSURANCE COMPANY (Depositor) By: /s/ Lawrence V. Burkett, Jr.* ---------------------------- Lawrence V. Burkett, Jr., President and Chief Executive Officer MML Bay State Life Insurance Company /s/ Richard Howe __________________ *Richard M. Howe - On March 19, 1997, as Attorney-in-Fact pursuant to powers of attorney filed herewith. 59 As required by the Securities Act of 1933, this Registration Statement has been 0signed by the following person in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Lawrence V. Burkett, Jr.* President, Chief Executive Officer March 19, 1997 - --------------------------- Lawrence V. Burkett, Jr. and Director /s/ Ann Iseley* Treasurer March 19, 1997 - --------------------------- Ann Iseley (Chief Financial Officer) /s/ John Miller, Jr.* Second Vice President March 19, 1997 - --------------------------- John Miller, Jr. and Comptroller (Chief Accounting Officer) /s/ Daniel J. Fitzgerald* Director March 19, 1997 - --------------------------- Daniel J. Fitzgerald /s/ Isadore Jermyn* Senior Vice President, Actuary March 19, 1997 - --------------------------- Isadore Jermyn and Director /s/ Paul D. Adornato* Senior Vice President - Operations March 19, 1997 - --------------------------- Paul D. Adornato and Director /s/ John B. Davies* Director March 19, 1997 - --------------------------- John B. Davies /s/ Anne Melissa Dowling* Senior Vice President - Large March 19, 1997 - --------------------------- Anne Melissa Dowling Corporate Marketing and Director /s/ Maureen R. Ford* Senior Vice President - Annuity March 19, 1997 - --------------------------- Maureen R. Ford Marketing and Director /s/ Stuart H. Reese* Senior Vice President - Investments March 19, 1997 - --------------------------- Stuart H. Reese and Director /s/ Thomas J. Finnegan, Jr.* Secretary March 19, 1997 - --------------------------- Thomas J. Finnegan, Jr. and Director - ---------------------------------------------------------------------------------------
/s/ Richard Howe - ---------------- *Richard M. Howe - On March 19, 1997, as Attorney-in-Fact pursuant to powers of attorney filed herewith. 60 EXHIBIT LIST 1(1)(a) Resolution establishing MML Bay State Variable Life Separate Account I. 1(1)(b) Resolution establishing the GVUL Segment of MML Bay State Variable Life Separate Account I. 1(3)(a) Form of Distribution Servicing Agreement between MML Distributors, LLC, and MML Bay State. 1(3)(b) Form of Co-Underwriting Agreement between MML Investors Services, Inc. and MML Bay State. 1(3)(c) Form of Broker Dealer Selling Agreement. 1(5) Form of Group Flexible Premium Adjustable Life Insurance Certificate To Age 95 with Variable Rider. 1(8)(a) Form of Participation Agreement with Oppenheimer Variable Account Funds. 1(8)(b) Form of Participation Agreement with Panorama Series Fund, Inc. 8 Powers of Attorney 61 EX-99.1.1A 2 RESOLUTION Exhibit 1.Doc EXHIBIT 1(1)(A) Resolution establishing MML Bay State Variable Life Separate Account I June 9, 1982 VOTED: That the Company establish a separate investment account, to be known as "MML Bay State Variable Life Separate Account I" or such other name as shall be determined by the President (referred to herein as "Separate Account I") in accordance with the provisions of Section 376.309 of Chapter 376 of the Missouri Statutes for the purpose of investing payments to be received under variable life insurance contracts to be issued by the Company (the "Contracts"); that the assets of Separate Account I be invested in shares of MML Equity Investment Company, Inc., MML Money Market Investment Company, Inc., and MML Managed Bond Investment Company, Inc. or, in lieu thereof or in addition thereto, in the shares of any other investment company registered under the Investment Company Act of 1940, at the net asset value of such shares; and that all necessary steps be taken to comply with applicable federal and state laws in order that the Contracts may be sold in all jurisdictions in which the Company is authorized to do a variable life insurance business. EX-99.1.1B 3 RESOLUTION EST THE GVUL SEGMENT EXHIBIT 1(1)(B) Resolution establishing the GVUL Segment of MML Bay State Variable Life Separate Account I March 17, 1997 VOTED: That in connection with the development of a new group variable universal life insurance product (the "GVUL Policy"), the Company establish a segment of MML Bay State Variable Life Separate Account I (the "Separate Account") in order to invest contributions received under the GVUL Policy; that the appropriate officers of the Company be, and each acting singly hereby is, authorized to execute all documents or take any other action which said officer deems necessary or advisable in order to permit the sale of the GVUL Policy, including the filing of registration statements or amendments thereto with the United States Securities and Exchange Commission or other appropriate regulatory authorities; and that the chief executive officer be, and he hereby is, authorized to establish additional segments of the Separate Account or further divide any segment of the Separate Account into additional divisions, as such officer in his discretion deems necessary or appropriate. EX-99.1.3A 4 UNDERWRITING AND SERVICING AGREEMENT EXHIBIT 1(3)(A) Form of Distribution Servicing Agreement between MML Distributors, LLC, and MML Bay State Life Insurance Company. UNDERWRITING AND SERVICING AGREEMENT This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by and between MML Distributors, LLC ("MML Distributors") and MML Bay State Life Insurance Company ("Bay State"), on its own behalf and on behalf of MML Bay State Variable Life Separate Account I (the "Separate Account"), a separate account of Bay State, as follows: WHEREAS, the Separate Account was established under authority of resolutions of the Board of Directors of Bay State in order to set aside and invest assets attributable to certain variable life insurance contracts (the "Contracts") issued by Bay State; and WHEREAS, Bay State has registered the Separate Account under the Investment Company Act of 1940, as amended, (the "1940 Act") and has registered the Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and WHEREAS, Bay State will continue the effectiveness of the registrations of the Separate Account under the 1940 Act and the Contracts under the 1933 Act; and WHEREAS, Bay State intends for the Contracts to be sold by agents and brokers who are required to be registered representatives of a broker-dealer that is registered with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 ("1934 Act") and a member of the National Association of Securities Dealers, Inc. (the "NASD"); and WHEREAS, Bay State desires to engage MML Distributors, a broker-dealer registered with the SEC under the 1934 Act and a member of the NASD, to act as the principal underwriter ("Underwriter") of the Contracts, and to otherwise perform certain duties and functions that are necessary and proper for the distribution of the Contracts as required under applicable federal and state securities laws and NASD regulations, and MML Distributors desires to act as Underwriter for the sale of the Contracts and to assume such responsibilities; NOW, THEREFORE, the parties hereto agree as follows: 1. UNDERWRITER. Bay State hereby appoints MML Distributors as, and MML Distributors agrees to serve as, Underwriter of the Contracts during the term of this Agreement for purposes of federal and state securities laws. Bay State reserves the right, however, to refuse at any time or times to sell any Contracts hereunder for any reason, and Bay State maintains ultimate responsibility for the sales of the Contracts. MML Distributors shall use reasonable efforts to sell the Contracts but does not agree hereby to sell any specific number of Contracts and shall be free to act as underwriter of other securities. MML Distributors agrees to offer the Contracts for sale in accordance with the prospectus then in effect for the Contracts. 2. SERVICES. MML Distributors agrees, on behalf of Bay State and the Separate Account, and in its capacity as Underwriter, to undertake at its own expense except as otherwise provided herein, to provide certain sales, administrative and supervisory services relative to the Contracts as described below, and otherwise to perform all duties that are necessary and proper for the distribution of the Contracts as required under applicable federal and state securities laws and NASD regulations. 3. SELLING GROUP. MML Distributors may enter into sales agreements for the sale of the Contracts with independent broker-dealer firms ("Independent Brokers") whose registered representatives have been or shall be licensed and appointed as life insurance agents of Bay State. All such agreements shall be in a form agreed to by Bay State. All such agreements shall provide that the Independent Brokers must assume full responsibility for continued compliance by itself and its associated persons with the NASD Rules of Fair Practice (the "Rules") and all applicable federal and state securities and insurance laws. All associated persons of such Independent Brokers soliciting applications for the Contracts shall be duly and appropriately licensed and appointed for the sale of the Contracts under the Rules and applicable federal and state securities and insurance laws. 4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or indirectly in the operations of MML Distributors and Bay State in connection with the offer or sale of the Contracts shall be considered a "person associated" with MML Distributors as defined in Section 3(a)(18) of the 1934 Act. MML Distributors shall have full responsibility for the securities activities of each such person as contemplated by Section 15 of the 1934 Act. MML Distributors shall be fully responsible for carrying out all compliance, supervisory and other obligations hereunder with respect to the activities of its registered representatives as required by the Rules and applicable federal and state securities laws. Without limiting the generality of the foregoing, MML Distributors agrees that it shall be fully responsible for: (a) ensuring that no representative of MML Distributors shall offer or sell the Contracts until such person is appropriately licensed, registered, or otherwise qualified to offer and sell such Contracts under the federal securities laws and any applicable securities laws of each state or other jurisdiction in which such Contracts may be lawfully sold, in which Bay State is licensed to sell the Contracts, and in which such person shall offer or sell the Contracts; and (b) training and supervising Bay State's agents and brokers who are also registered representatives of MML Distributors for purposes of complying on a continuous basis with the Rules and with federal and state securities laws applicable in connection with the offering and sale of the Contracts. In this connection, MML Distributors shall: (i) jointly conduct with Bay State such training (including the preparation and utilization of training materials) as in the opinion of MML Distributors and Bay State is necessary to accomplish the purposes of this Agreement; (ii) establish and implement reasonable written procedures for supervision of sales practices of registered representatives of MML Distributors who sell the Contracts; (iii) provide a sufficient number of registered principals and an adequately staffed compliance department to carry out the responsibilities as set forth herein; (iv) take reasonable steps to ensure that Bay State agents and brokers who are also registered representatives of MML Distributors recommend the purchase of the Contracts only upon reasonable grounds to believe that the purchase of the Contracts is suitable for such applicant; and (v) impose disciplinary measures on agents of Bay State who are also registered representatives of MML Distributors as required. The parties hereto recognize that any registered representative of MML Distributors or Independent Broker selling the Contracts as contemplated by this Agreement shall also be acting as an insurance agent of Bay State or as an insurance broker, and that the rights of MML Distributors and Independent Broker to supervise such persons shall be limited to the extent specifically described herein or required under applicable federal or state securities laws or NASD regulations. 5. REGISTRATION AND QUALIFICATION OF CONTRACTS. Bay State has prepared or caused to be prepared a registration statement describing the Contracts, together with exhibits thereto (hereinafter referred to as the "Registration Statement"). The Registration Statement includes a prospectus (the "Prospectus") for the Contracts. Bay State agrees to execute such papers and to do such acts and things as shall from time-to-time be reasonably requested by MML Distributors for the purpose of qualifying and maintaining qualification of the Contracts for sale under applicable state law and for maintaining the registration of the Separate Account and interests therein under the 1933 Act and the 1940 Act, to the end that there will be available for sale from time-to-time such amounts of the Contracts as MML Distributors may reasonably request. Bay State shall advise MML Distributors promptly of any action of the SEC or any authorities of any state or territory, of which it is aware, affecting registration or qualification of the Separate Account, or rights to offer the Contracts for sale. If any event shall occur as a result of which it is necessary to amend or supplement the Registration Statement in order to make the statements therein, in light of the circumstances under which they were or are made, true, complete or not misleading, Bay State will forthwith prepare and furnish to MML Distributors, without charge, amendments or supplements to the Registration Statement sufficient to make the statements made in the Registration Statement as so amended or supplemented true, complete and not misleading in light of the circumstances under which they were made. 6. REPRESENTATIONS OF BAY STATE. Bay State represents and warrants to MML Distributors and to the Independent Brokers as follows: (a) Bay State is an insurance company duly organized under the laws of the state of Missouri and is in good standing and is authorized to conduct business under the laws of each state in which the Contracts are sold, that the Separate Account was legally and validly established as a segregated asset account under the Insurance Code of Missouri, and that the Separate Account has been properly registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as segregated investment accounts for the Contracts. (b) All persons that will be engaging in the offer or sale of the Contracts will be authorized insurance agents of Bay State. (c) The Registration Statement does not and will not contain any misstatements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were or are made, not materially misleading. (d) Bay State shall make available to MML Distributors copies of all financial statements that MML Distributors reasonably requests for use in connection with the offer and sale of the Contracts. (e) No federal or state agency or bureau has issued an order preventing or suspending the offer of the Contracts or the use of the Registration Statement, or of any part thereof, with respect to the sale of the Contracts. (f) The offer and sale of the Contracts is not subject to registration, or if necessary, is registered, under the Blue Sky laws of the states in which the Contracts will be offered and sold. (g) The Contracts are qualified for offer and sale under the applicable state insurance laws in those states in which the Contracts shall be offered for sale. In each state where such qualification is effected, Bay State shall file and make such statements or reports as are or may be required by the laws of such state. (h) This Agreement has been duly authorized, executed and delivered by Bay State and constitutes the valid and legally binding obligation of Bay State. Neither the execution and delivery of this Agreement by Bay State nor the consummation of the transactions contemplated herein will result in a breach or violation of any provision of the state insurance laws applicable to Bay State, any judicial or administrative orders in which it is named or any material agreement or instrument to which it is a party or by which it is bound. 7. REPRESENTATIONS OF MML DISTRIBUTORS. MML Distributors represents and warrants to Bay State as follows: (a) MML Distributors is duly registered as a broker-dealer under the 1934 Act and is a member in good standing of the NASD and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the applicable securities laws of every state or other jurisdiction in which the Contracts are available for sale. (b) This Agreement has been duly authorized, executed and delivered by MML Distributors and constitutes the valid and legally binding obligation of MML Distributors. Neither the execution and delivery of this Agreement by MML Distributors nor the consummation of the transactions contemplated herein will result in a breach or violation of any provision of the federal or state securities laws or the Rules, applicable to MML Distributors, or any judicial or administrative orders in which it is named or any material agreement or instrument to which it is a party or by which it is bound. (c) MML Distributors shall comply with the Rules and the securities laws of any jurisdiction in which it sells, directly or indirectly, any Contracts. 8. EXPENSES. MML Distributors shall be responsible for all expenses incurred in connection with its provision of services and the performance of its obligations hereunder, except as otherwise provided herein. Bay State shall be responsible for all expenses of printing and distributing the Prospectuses, and all other expenses of preparing, printing and distributing all other sales literature or material for use in connection with offering the Contracts for sale. 9. SALES LITERATURE AND ADVERTISING. MML Distributors will use and distribute only the Prospectus, statements of additional information, or other applicable and authorized sales literature then in effect in selling the Contracts. MML Distributors is not authorized to give any information or to make any representations concerning the Contracts other than those contained in the current Registration Statement filed with the SEC or in such sales literature as may be authorized by Bay State. MML Distributors agrees to make timely filings with the SEC, the NASD, and such other regulatory authorities as may be required of any sales literature or advertising materials relating to the Contracts and intended for distribution to prospective investors. Bay State shall review and approve all advertising and sales literature concerning the Contracts utilized by MML Distributors. MML Distributors also agrees to furnish to Bay State copies of all agreements and plans it intends to use in connection with any sales of the Contracts. 10. APPLICATIONS. All applications for Contracts shall be made on application forms supplied by Bay State, and shall be remitted by MML Distributors or Independent Brokers promptly, together with such forms and any other required documentation, directly to Bay State at the address indicated on such application or to such other address as Bay State may, from time to time, designate in writing. All applications are subject to acceptance or rejection by Bay State at its sole discretion. 11. PAYMENTS. All money payable in connection with any of the Contracts, whether as premiums, purchase payments or otherwise, and whether paid by, or on behalf of any applicant or Contract owner, is the property of Bay State and shall be transmitted immediately in accordance with the administrative procedures of Bay State without any deduction or offset for any reason, including by example but not limitation, any deduction or offset for compensation claimed by MML Distributors. Checks or money orders as payment on any Contract shall be drawn to the order of "MML Bay State Life Insurance Company." No cash payments shall be accepted by MML Distributors in connection with the Contracts. Unless otherwise agreed to by Bay State in writing, neither MML Distributors nor any of Bay State's agents nor any broker shall have an interest in any surrender charges, deductions or other fees payable to Bay State as set forth herein. 12. INSURANCE LICENSES. Bay State shall apply for and maintain the proper insurance licenses and appointments for each of the agents and brokers selling the Contracts in all states or jurisdictions in which the Contracts are offered for sale by such person. Bay State reserves the right to refuse to appoint any proposed agent or broker, and to terminate an agent or broker once appointed. Bay State agrees to be responsible for all licensing or other fees required under pertinent state insurance laws to properly authorize agents or brokers for the sale of the Contracts; however, the foregoing shall not limit Bay State's right to collect such amount from any person or entity other than MML Distributors. 13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers and agents in connection with the sale of Contracts shall be paid by Bay State, on behalf of MML Distributors, to the persons entitled thereto in accordance with the applicable agreement between each such broker or agent and Bay State or a general agent thereof. MML Distributors shall assist Bay State in the payment of such amounts as Bay State shall reasonably request, provided that MML Distributors shall not be required to perform any acts that would subject it to registration under the insurance laws of any state. The responsibility of MML Distributors shall include the performance of all activities by MML Distributors necessary in order that the payment of such amounts fully complies with all applicable federal and state securities laws. Unless applicable federal or state securities law shall require, Bay State retains the ultimate right to determine the commission rate paid to its agents. 14. MML DISTRIBUTORS' COMPENSATION. As payment for its services hereunder, MML Distributors shall receive an annual fee in the amount of $10,000 per year. Payments shall commence and be made no later than December 31 of each year. 15. BOOKS AND RECORDS. MML Distributors and Bay State shall each cause to be maintained and preserved for the period prescribed such accounts, books, and other documents as are required of it by the 1934 Act and any other applicable laws and regulations. In particular, without limiting the foregoing, MML Distributors shall cause all the books and records in connection with the offer and sale of the Contracts by its registered representatives to be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act, to the extent that such requirements are applicable to the Contracts. The books, accounts, and records of MML Distributors and Bay State as to all transactions hereunder shall be maintained so as to disclose clearly and accurately the nature and details of the transactions. The payment of premiums, purchase payments, commissions and other fees and payments in connection with the Contracts by its registered representatives shall be reflected on the books and records of MML Distributors as required under applicable NASD regulations and federal and state securities laws requirements. MML Distributors and Bay State, from time to time during the term of this Agreement, shall divide the administrative responsibility for maintaining and preserving the books, records and accounts kept in connection with the Contracts; provided, however, in the case of books, records and accounts kept pursuant to a requirement of applicable law or regulation, the ultimate and legal responsibility for maintaining and preserving such books, records and accounts shall be that of the party which is required to maintain or preserve such books, records and accounts under the applicable law or regulation, and such books, records and accounts shall be maintained and preserved under the supervision of that party. MML Distributors and Bay State shall each cause the other to be furnished with such reports as it may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under such regulations and laws, and under the insurance laws of the Commonwealth of Massachusetts and any other applicable states or jurisdictions. MML Distributors and Bay State each agree and understand that all documents, reports, records, books, files and other materials required under applicable Rules and federal and state securities laws shall be the property of MML Distributors, unless such documents, reports, records, books, files and other materials are required by applicable regulation or law to be also maintained by Bay State, in which case such material shall be the joint property of MML Distributors and Bay State. All other documents, reports, records, books, files and other materials maintained relative to this Agreement shall be the property of Bay State. Upon termination of this Agreement, all said material shall be returned to the applicable party. MML Distributors and Bay State shall establish and maintain facilities and procedures for the safekeeping of all books, accounts, records, files, and other materials related to this Agreement. Such books, accounts, records, files, and other materials shall remain confidential and shall not be voluntarily disclosed to any other person or entity except as described below in section 16.. 16. AVAILABILITY OF RECORDS. MML Distributors and Bay State shall each submit to all regulatory and administrative bodies having jurisdiction over the sales of the Contracts, present or future, any information, reports, or other material that any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations. In particular, without limiting the foregoing, Bay State agrees that any books and records it maintains pursuant to paragraph 15 of this Agreement which are required to be maintained under Rule 17a-3 or 17a-4 of the 1934 Act shall be subject to inspection by the SEC in accordance with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940 Act. 17. CONFIRMATIONS. Bay State agrees to prepare and mail a confirmation for each transaction in connection with the Contracts at or before the completion thereof as required by the 1934 Act and applicable interpretations thereof, including Rule 10b-10 thereunder. Each such confirmation shall reflect the facts of the transaction, and the form thereof will show that it is being sent on behalf of MML Distributors or Independent Broker acting in the capacity of agent for Bay State. 18. INDEMNIFICATION. Bay State shall indemnify MML Distributors, Independent Brokers, their registered representatives, officers, directors, employees, agents and controlling persons and hold such persons harmless, from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs and expenses of any nature whatsoever (including reasonable attorneys' fees and disbursements) resulting or arising out of or based upon an allegation or finding that: (i) the Registration Statement or any application or other document or written information provided by or on behalf of Bay State includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to Bay State by MML Distributors, Independent Brokers, or their registered representatives specifically for use in the preparation thereof, or (ii) there is a misrepresentation, breach of warranty or failure to fulfill any covenant or warranty made or undertaken by Bay State hereunder. MML Distributors will indemnify Bay State, its officers, directors, employees, agents and controlling persons and hold such persons harmless, from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs and expenses of any nature whatsoever (including reasonable attorneys' fees and disbursements) resulting or arising out of or based upon an allegation or finding that: (i) MML Distributors or its registered representatives offered or sold or engaged in any activity relating to the offer and sale of the Contracts which was in violation of any provision of the federal securities laws or, (ii) there is a material misrepresentation, material breach of warranty or material failure to fulfill any covenant or warranty made or undertaken by MML Distributors hereunder. Promptly after receipt by an indemnified party under this paragraph 18 of notice of the commencement of any action by a third party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this paragraph 18, notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve the indemnifying party from liability which the indemnifying party may have to any indemnified party otherwise than under this paragraph. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this paragraph for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. 19. INDEPENDENT CONTRACTOR. MML Distributors shall be an independent contractor. MML Distributors is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. MML Distributors assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder. 20. TERMINATION. Subject to termination as hereinafter provided, this Agreement shall remain in full force and effect for the initial term of the Agreement, which shall be for a two year period commencing on the date first above written, and this Agreement shall continue in full force and effect from year to year thereafter, until terminated as herein provided. This Agreement may be terminated by either party hereto upon 30 days written notice to the other party, or at any time upon the mutual written consent of the parties hereto. This Agreement shall automatically be terminated in the event of its assignment. Subject to Bay State's approval, however, MML Distributors may delegate any duty or function assigned to it in this agreement provided that such delegation is permissible under applicable law. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except the obligations to settle accounts hereunder, including the settlement of monies due in connection with the Contracts in effect at the time of termination or issued pursuant to applications received by Bay State prior to termination. 21. INTERPRETATION. This Agreement shall be subject to the provisions of the 1934 Act and the rules, regulations, and rulings thereunder and of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts. 22. NON-EXCLUSIVITY. The services of MML Distributors and Bay State to the Separate Account hereunder are not to be deemed exclusive and MML Distributors and Bay State shall be free to render similar services to others so long as their services hereunder are not impaired or interfered with hereby. 23. AMENDMENT. This Agreement constitutes the entire Agreement between the parties hereto and may not be modified except in a written instrument executed by all parties hereto. 24. INTERESTS IN AND OF MML DISTRIBUTORS. It is understood that any of the policyholders, directors, officers, employees and agents of Bay State may be a shareholder, director, officer, employee, or agent of, or be otherwise interested in, MML Distributors, any affiliated person of MML Distributors, any organization in which MML Distributors may have an interest, or any organization which may have an interest in MML Distributors; that MML Distributors, any such affiliated person or any such organization may have an interest in Bay State; and that the existence of any such dual interest shall not affect the validity hereof or of any transaction hereunder except as otherwise provided in the Charter, Articles of Incorporation, or By-Laws of Bay State and MML Distributors, respectively, or by specific provision of applicable law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officials thereunto duly authorized and seals to be affixed, as of the day and year first above written. MML BAY STATE LIFE INSURANCE COMPANY, on its behalf and on behalf of MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I ATTEST: /s/ Richard Howe By: /s/ Isadore Jermyn ------------------ Isadore Jermyn MML DISTRIBUTORS, LLC ATTEST: /s/ Michael L. Kerley By: /s/ John O' Connor ------------------ John A. O'Connor President EX-99.1.3B 5 CO UNDERWRITING AGREEMENT EXHIBIT 1(3)(B) Form of Co-Underwriting Agreement between MML Investors Services, Inc. and MML Bay State Life Insurance Company. UNDERWRITING AND SERVICING AGREEMENT This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by and between MML Investors Services, Inc. ("MMLISI") and MML Bay State Life Insurance Company ("Bay State"), on its own behalf and on behalf of MML Bay State Variable Life Separate Account I (the "Separate Account"), a separate account of Bay State, as follows: WHEREAS, the Separate Account was established under authority of the Board of Directors of Bay State in order to set aside and invest assets attributable to certain variable life insurance contracts (the "Contracts") issued by Bay State; and WHEREAS, Bay State has registered the Separate Account under the Investment Company Act of 1940, as amended, (the "1940 Act") and has registered the Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and WHEREAS, Bay State will continue the effectiveness of the registrations of the Separate Account under the 1940 Act and the Contracts under the 1933 Act; and WHEREAS, Bay State intends for the Contracts to be sold by its agents and brokers who are required to be registered representatives of a broker-dealer that is registered with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 ("1934 Act") and a member of the National Association of Securities Dealers, Inc. (the "NASD"); and WHEREAS, MMLISI has served as the principal underwriter of the Contracts pursuant to a Servicing Agreement (the "Servicing Agreement") dated January 2, 1988, as amended, and, WHEREAS, Bay State desires to engage MMLISI, a broker-dealer registered with the SEC under the 1934 Act and a member of the NASD, to now act as co-underwriter ("Co-underwriter") in connection with the distribution of the Contracts by the full-time career contracted agents of Bay State ("Agents") and certain other brokers, and in connection therewith, to provide certain services and supervision to such Agents and brokers who are also registered representatives of MMLISI and who sell the Contracts, and to otherwise perform certain duties and functions that are necessary and proper for the distribution of the Contracts as required under applicable federal and state securities laws and NASD regulations, and MMLISI desires to act as Co-underwriter for the sale of the Contracts and to assume such responsibilities; NOW, THEREFORE, the parties hereto agree as follows: 1. UNDERWRITER. The Servicing Agreement is hereby terminated, and Bay State hereby appoints MMLISI as, and MMLISI agrees to serve as, Co-underwriter of the Contracts during the term of this Agreement for purposes of federal and state securities laws. Bay State reserves the right, however, to refuse at any time or times to sell any Contracts hereunder for any reason, and Bay State maintains ultimate responsibility for the sales of the Contracts. 2. SERVICES. MMLISI agrees, on behalf of Bay State and in its capacity as Co- underwriter, to undertake at its own expense except as otherwise provided herein, to provide certain sales, administrative and supervisory services relative to the Contracts as described below, and otherwise to perform all duties that are necessary and proper for the distribution of the Contracts as required under applicable federal and state securities laws and NASD regulations. 3. BEST EFFORTS. MMLISI shall use reasonable efforts to sell the Contracts but does not agree hereby to sell any specific number of Contracts and shall be free to act as underwriter of other securities. MMLISI agrees to offer the Contracts for sale in accordance with the prospectus then in effect for the Contracts. 4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or indirectly in the operations of MMLISI and Bay State in connection with the offer or sale of the Contracts shall be considered a "person associated" with MMLISI as defined in Section 3(a)(18) of the 1934 Act. MMLISI shall have full responsibility for the securities activities of each such person as contemplated by Section 15 of the 1934 Act. MMLISI shall be fully responsible for carrying out all compliance, supervisory and other obligations hereunder with respect to the activities of its registered representatives as required by the NASD Rules of Fair Practice (the "Rules") and applicable federal and state securities laws. Without limiting the generality of the foregoing, MMLISI agrees that it shall be fully responsible for: (a) ensuring that no representative of MMLISI shall offer or sell the Contracts until such person is appropriately licensed, registered, or otherwise qualified to offer and sell such Contracts under the federal securities laws and any applicable securities laws of each state or other jurisdiction in which such Contracts may be lawfully sold, in which Bay State is licensed to sell the Contracts, and in which such person shall offer or sell the Contracts; and (b) training and supervising Bay State's Agents and brokers who are also registered representatives of MMLISI for purposes of complying on a continuous basis with the Rules and with federal and state securities laws applicable in connection with the offering and sale of the Contracts. In this connection, MMLISI shall: (i) jointly conduct with Bay State such training (including the preparation and utilization of training materials) as in the opinion of MMLISI and Bay State is necessary to accomplish the purposes of this Agreement; (ii) establish and implement reasonable written procedures for supervision of sales practices of registered representatives of MMLISI who sell the Contracts; (iii) provide a sufficient number of registered principals and an adequately staffed compliance department to carry out the responsibilities as set forth herein; (iv) take reasonable steps to ensure that Bay State Agents and brokers who are also registered representatives of MMLISI recommend the purchase of the Contracts only upon reasonable grounds to believe that the purchase of the Contracts is suitable for such applicant; and (v) impose disciplinary measures on agents of Bay State who are also registered representatives of MMLISI as required. The parties hereto recognize that any registered representative of MMLISI selling the Contracts as contemplated by this Agreement shall also be acting as an insurance agent of Bay State or as an insurance broker, and that the rights of MMLISI to supervise such persons shall be limited to the extent specifically described herein or required under applicable federal or state securities laws or NASD regulations. Such persons shall not be considered employees of MMLISI and shall be considered agents of MMLISI only as and to the extent required by such laws and regulations. Further, it is intended by the parties hereto that such persons are and shall continue to be considered to have a common law independent contractor relationship with Bay State and not to be common law employees of Bay State. 5. REGISTRATION AND QUALIFICATION OF CONTRACTS. Bay State has prepared or caused to be prepared a registration statement describing the Contracts, together with exhibits thereto (hereinafter referred to as the "Registration Statement"). The Registration Statement includes a prospectus (the "Prospectus") for the Contracts. Bay State agrees to execute such papers and to do such acts and things as shall from time-to-time be reasonably requested by MMLISI for the purpose of qualifying and maintaining qualification of the Contracts for sale under applicable state law and for maintaining the registration of the Separate Account and interests therein under the 1933 Act and the 1940 Act, to the end that there will be available for sale from time-to-time such amounts of the Contracts as MMLISI may reasonably be expected to sell. Bay State shall advise MMLISI promptly of any action of the SEC or any authorities of any state or territory, of which it is aware, affecting registration or qualification of the Separate Account, or rights to offer the Contracts for sale. If any event shall occur as a result of which it is necessary to amend or supplement the Registration Statement in order to make the statements therein, in light of the circumstances under which they were or are made, true, complete or not misleading, Bay State will forthwith prepare and furnish to MMLISI, without charge, amendments or supplements to the Registration Statement sufficient to make the statements made in the Registration Statement as so amended or supplemented true, complete and not misleading in light of the circumstances under which they were made. 6. REPRESENTATIONS OF BAY STATE. Bay State represents and warrants to MMLISI as follows: (a) Bay State is an insurance company duly organized under the laws of the State of Missouri and is in good standing and is authorized to conduct business under the laws of each state in which the Contracts are sold, that the Separate Account was legally and validly established as a segregated asset account under the Insurance Code of Missouri, and that the Separate Account has been properly registered as unit investment trusts in accordance with the provisions of the 1940 Act to serve as segregated investment accounts for the Contracts. (b) All persons that will be engaging in the offer or sale of the Contracts will be authorized insurance agents of Bay State. (c) The Registration Statement does not and will not contain any misstatements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were or are made, not materially misleading. (d) Bay State shall make available to MMLISI copies of all financial statements that MMLISI reasonably requests for use in connection with the offer and sale of the Contracts. (e) No federal or state agency or bureau has issued an order preventing or suspending the offer of the Contracts or the use of the Registration Statement, or of any part thereof, with respect to the sale of the Contracts. (f) The offer and sale of the Contracts is not subject to registration, or if necessary, is registered, under the Blue Sky laws of the states in which the Contracts will be offered and sold. (g) The Contracts are qualified for offer and sale under the applicable state insurance laws in those states in which the Contracts shall be offered for sale. In each state where such qualification is effected, Bay State shall file and make such statements or reports as are or may be required by the laws of such state. (h) This Agreement has been duly authorized, executed and delivered by Bay State and constitutes the valid and legally binding obligation of Bay State. Neither the execution and delivery of this Agreement by Bay State nor the consummation of the transactions contemplated herein will result in a breach or violation of any provision of the state insurance laws applicable to Bay State, any judicial or administrative orders in which it is named or any material agreement or instrument to which it is a party or by which it is bound. 7. REPRESENTATIONS OF MMLISI. MMLISI represents and warrants to Bay State as follows: (a) MMLISI is duly registered as a broker-dealer under the 1934 Act and is a member in good standing of the NASD and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the applicable securities laws of every state or other jurisdiction in which the Contracts are available for sale. (b) This Agreement has been duly authorized, executed and delivered by MMLISI and constitutes the valid and legally binding obligation of MMLISI. Neither the execution and delivery of this Agreement by MMLISI nor the consummation of the transactions contemplated herein will result in a breach or violation of any provision of the federal or state securities laws or the Rules, applicable to MMLISI, or any judicial or administrative orders in which it is named or any material agreement or instrument to which it is a party or by which it is bound. (c) MMLISI shall comply with the Rules and the securities laws of any jurisdiction in which it sells, directly or indirectly, any Contracts. 8. EXPENSES. MMLISI shall be responsible for all expenses incurred in connection with its provision of services and the performance of its obligations hereunder, except as otherwise provided herein. Bay State shall be responsible for all expenses of printing and distributing the Prospectuses, and all other expenses of preparing, printing and distributing all other sales literature or material for use in connection with offering the Contracts for sale. 9. SALES LITERATURE AND ADVERTISING. MMLISI agrees to ensure that its registered representatives use only the Prospectus, statements of additional information, or other applicable and authorized sales literature then in effect in selling the Contracts. MMLISI is not authorized to give any information or to make any representations concerning the Contracts other than those contained in the current Registration Statement filed with the SEC or in such sales literature as may be authorized by Bay State. MMLISI agrees to make timely filings with the SEC, the NASD, and such other regulatory authorities as may be required of any sales literature or advertising materials relating to the Contracts and intended for distribution to prospective investors. Bay State shall review and approve all advertising and sales literature concerning the Contracts utilized by MMLISI. MMLISI also agrees to furnish to Bay State copies of all agreements and plans it intends to use in connection with any sales of the Contracts. 10. APPLICATIONS. All applications for Contracts shall be made on application forms supplied by Bay State, and shall be remitted by MMLISI promptly, together with such forms and any other required documentation, directly to Bay State at the address indicated on such application or to such other address as Bay State may, from time to time, designate in writing. All applications are subject to acceptance or rejection by Bay State at its sole discretion. 11. PAYMENTS. All money payable in connection with any of the Contracts, whether as premiums, purchase payments or otherwise, and whether paid by, or on behalf of any applicant or Contract owner, is the property of Bay State and shall be transmitted immediately in accordance with the administrative procedures of Bay State without any deduction or offset for any reason, including by example but not limitation, any deduction or offset for compensation claimed by MMLISI. Checks or money orders as payment on any Contract shall be drawn to the order of "Massachusetts Mutual Life Insurance Company." No cash payments shall be accepted by MMLISI in connection with the Contracts. Unless otherwise agreed to by Bay State in writing, neither MMLISI nor any of Bay State's Agents nor any broker shall have an interest in any surrender charges, deductions or other fees payable to Bay State as set forth herein. 12. INSURANCE LICENSES. Bay State shall apply for and maintain the proper insurance licenses and appointments for each of the Agents and brokers selling the Contracts in all states or jurisdictions in which the Contracts are offered for sale by such person. Bay State reserves the right to refuse to appoint any proposed Agent or broker, and to terminate an Agent or broker once appointed. Bay State agrees to be responsible for all licensing or other fees required under pertinent state insurance laws to properly authorize Agents or brokers for the sale of the Contracts; however, the foregoing shall not limit Bay State's right to collect such amount from any person or entity other than MMLISI. 13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers and Agents in connection with the sale of Contracts shall be paid by Bay State, on behalf of MMLISI, to the persons entitled thereto in accordance with the applicable agreement between each such broker or Agent and Bay State or a general agent thereof. MMLISI shall assist Bay State in the payment of such amounts as Bay State shall reasonably request, provided that MMLISI shall not be required to perform any acts that would subject it to registration under the insurance laws of any state. The responsibility of MMLISI shall include the performance of all activities by MMLISI necessary in order that the payment of such amounts fully complies with all applicable federal and state securities laws. Unless applicable federal or state securities law shall require, Bay State retains the ultimate right to determine the commission rate paid to its Agents. 14. MMLISI COMPENSATION. As payment for its services hereunder, MMLISI shall receive an annual fee equal to the sum of a fixed fee of $190,000 plus a variable fee of 2 basis points (.0002) of all first year sales of the Contracts that occur in 1996. Payments shall commence and be made no later than December 31 of each year. The variable fee shall be paid to MMLISI's wholly-owned subsidiary, MML Insurance Agency, Inc. ("MMLIAI"). The fixed fee shall be renegotiated annually commencing in 1997. The last agreed-to amounts for these fees shall remain in effect until the new fees are mutually agreed upon and are set forth in a schedule attached hereto. 15. BOOKS AND RECORDS. MMLISI and Bay State shall each cause to be maintained and preserved for the period prescribed such accounts, books, and other documents as are required of it by the 1934 Act and any other applicable laws and regulations. In particular, without limiting the foregoing, MMLISI shall cause all the books and records in connection with the offer and sale of the Contracts by its registered representatives to be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act, to the extent that such requirements are applicable to the Contracts. The books, accounts, and records of MMLISI and Bay State as to all transactions hereunder shall be maintained so as to disclose clearly and accurately the nature and details of the transactions. The payment of premiums, purchase payments, commissions and other fees and payments in connection with the Contracts by its registered representatives shall be reflected on the books and records of MMLISI as required under applicable NASD regulations and federal and state securities laws requirements. MMLISI and Bay State, from time to time during the term of this Agreement, shall divide the administrative responsibility for maintaining and preserving the books, records and accounts kept in connection with the Contracts; provided, however, in the case of books, records and accounts kept pursuant to a requirement of applicable law or regulation, the ultimate and legal responsibility for maintaining and preserving such books, records and accounts shall be that of the party which is required to maintain or preserve such books, records and accounts under the applicable law or regulation, and such books, records and accounts shall be maintained and preserved under the supervision of that party. MMLISI and Bay State shall each cause the other to be furnished with such reports as it may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under such regulations and laws, and under the insurance laws of the Commonwealth of Massachusetts and any other applicable states or jurisdictions. MMLISI and Bay State each agree and understand that all documents, reports, records, books, files and other materials required under applicable Rules and federal and state securities laws shall be the property of MMLISI, unless such documents, reports, records, books, files and other materials are required by applicable regulation or law to be also maintained by Bay State, in which case such material shall be the joint property of MMLISI and Bay State. All other documents, reports, records, books, files and other materials maintained relative to this Agreement shall be the property of Bay State. Upon termination of this Agreement, all said material shall be returned to the applicable party. MMLISI and Bay State shall establish and maintain facilities and procedures for the safekeeping of all books, accounts, records, files, and other materials related to this Agreement. Such books, accounts, records, files, and other materials shall remain confidential and shall not be voluntarily disclosed to any other person or entity except as described below in section 16.. 16. AVAILABILITY OF RECORDS. MMLISI and Bay State shall each submit to all regulatory and administrative bodies having jurisdiction over the sales of the Contracts, present or future, any information, reports, or other material that any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations. In particular, without limiting the foregoing, Bay State agrees that any books and records it maintains pursuant to paragraph 15 of this Agreement which are required to be maintained under Rule 17a-3 or 17a-4 of the 1934 Act shall be subject to inspection by the SEC in accordance with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940 Act. 17. CONFIRMATIONS. Bay State agrees to prepare and mail a confirmation for each transaction in connection with the Contracts at or before the completion thereof as required by the 1934 Act and applicable interpretations thereof, including Rule 10b-10 thereunder. Each such confirmation shall reflect the facts of the transaction, and the form thereof will show that it is being sent on behalf of MMLISI acting in the capacity of agent for Bay State. 18. INDEMNIFICATION. Bay State shall indemnify MMLISI, its registered representatives, officers, directors, employees, agents and controlling persons and hold such persons harmless, from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs and expenses of any nature whatsoever (including reasonable attorneys' fees and disbursements) resulting or arising out of or based upon an allegation or finding that: (i) the Registration Statement or any application or other document or written information provided by or on behalf of Bay State includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to Bay State by MMLISI or its registered representatives specifically for use in the preparation thereof, or (ii) there is a misrepresentation, breach of warranty or failure to fulfill any covenant or warranty made or undertaken by Bay State hereunder. MMLISI will indemnify Bay State, its officers, directors, employees, agents and controlling persons and hold such persons harmless, from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs and expenses of any nature whatsoever (including reasonable attorneys' fees and disbursements) resulting or arising out of or based upon an allegation or finding that: (i) MMLISI or its registered representatives offered or sold or engaged in any activity relating to the offer and sale of the Contracts which was in violation of any provision of the federal securities laws or, (ii) there is a material misrepresentation, material breach of warranty or material failure to fulfill any covenant or warranty made or undertaken by MMLISI hereunder. Promptly after receipt by an indemnified party under this paragraph 18 of notice of the commencement of any action by a third party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this paragraph 18, notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve the indemnifying party from liability which the indemnifying party may have to any indemnified party otherwise than under this paragraph. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this paragraph for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. 19. INDEPENDENT CONTRACTOR. MMLISI shall be an independent contractor. MMLISI is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. MMLISI assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder. 20. TERMINATION. Subject to termination as hereinafter provided, this Agreement shall remain in full force and effect for the initial term of the Agreement, which shall be for a two year period commencing on the date first above written, and this Agreement shall continue in full force and effect from year to year thereafter, until terminated as herein provided. This Agreement may be terminated by either party hereto upon 30 days written notice to the other party, or at any time upon the mutual written consent of the parties hereto. This Agreement shall automatically be terminated in the event of its assignment. Subject to Bay State's approval, however, MMLISI may delegate any duty or function assigned to it in this agreement provided that such delegation is permissible under applicable law. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except the obligations to settle accounts hereunder, including the settlement of monies due in connection with the Contracts in effect at the time of termination or issued pursuant to applications received by Bay State prior to termination. 21. INTERPRETATION. This Agreement shall be subject to the provisions of the 1934 Act and the rules, regulations, and rulings thereunder and of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts. 22. NON-EXCLUSIVITY. The services of MMLISI and Bay State to the Separate Account hereunder are not to be deemed exclusive and MMLISI and Bay State shall be free to render similar services to others so long as their services hereunder are not impaired or interfered with hereby. 23. AMENDMENT. This Agreement constitutes the entire Agreement between the parties hereto and may not be modified except in a written instrument executed by all parties hereto. 24. INTERESTS IN AND OF MMLISI. It is understood that any of the policyholders, directors, officers, employees and agents of Bay State may be a shareholder, director, officer, employee, or agent of, or be otherwise interested in, MMLISI, any affiliated person of MMLISI, any organization in which MMLISI may have an interest, or any organization which may have an interest in MMLISI; that MMLISI, any such affiliated person or any such organization may have an interest in Bay State; and that the existence of any such dual interest shall not affect the validity hereof or of any transaction hereunder except as otherwise provided in the Charter, Articles of Incorporation, or By-Laws of Bay State and MMLISI, respectively, or by specific provision of applicable law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officials thereunto duly authorized and seals to be affixed, as of the day and year first above written. MML BAY STATE LIFE INSURANCE COMPANY, on its behalf and on behalf of MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I ATTEST: /s/ Richard Howe By: /s/ Isadore Jermyn ------------------ Isadore Jermyn MML INVESTORS SERVICES, INC. ATTEST: /s/ Michael L. Kerley By: /s/ Kenneth M. Rickson ---------------------- Kenneth M. Rickson President and Chief Operating Officer EX-99.1.3C 6 BROKER DEALER SELLING AGREEMENT EXHIBIT 1(3)(C) Form of Broker Dealer Selling Agreement. WHEREAS, MML Distributors, LLC ("Distributors) and the Broker-Dealer set forth on Schedule "A" attached hereto and incorporated herein by reference are registered with the Securities and Exchange Commission (the "SEC") as broker- dealers under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and are members of the National Association of Securities Dealers, Inc. (the "NASD"); and WHEREAS, Distributors has been appointed by Massachusetts Mutual Life Insurance Company ("MassMutual"), MML Bay State Life Insurance Company ("MML Bay State"), and C.M. Life Insurance Company ("CM Life") (collectively the "Insurance Companies"; individually an "Insurance Company") to act as the principal underwriter of certain variable annuity and variable life insurance products that they issue; and WHEREAS, Distributors has been authorized by the Insurance Companies to form selling groups of duly licensed and registered broker-dealers to distribute these variable annuity and variable life insurance products; and WHEREAS, Broker-Dealer desires to sell the variable annuity and/or variable life insurance products described on Schedule B, attached hereto and incorporated herein by reference (the "Products"); and WHEREAS, unless Broker-Dealer has insurance licenses in all states where it offers and sells the Products, Broker-Dealer will consummate some of such sales through one or more insurance agencies supervised and controlled by or under the common control with Broker-Dealer (collectively, the "Agencies"; individually, an "Agency"). NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. AUTHORIZATION TO SELL AND SERVICE. Subject to the terms and conditions of this Agreement, the Insurance Companies and Distributors appoint and authorize Broker-Dealer and (if applicable) the Agencies set forth on Schedule "C" attached hereto and incorporated herein by reference, to solicit sales of and provide service with respect to the Products in all states in which Broker-Dealer and (if applicable) Agencies is or are properly licensed to conduct business (hereinafter Broker-Dealer and all applicable Agencies are collectively referred to as the "Producers"). Producers are also authorized to deliver or arrange for delivery any contracts issued by the Insurance Companies and to collect initial premiums on such contracts. Producers hereby accept such appointment on a non- exclusive basis and agree to use their best efforts to find purchasers for the Products acceptable to the Insurance Companies. 2. COMMISSIONS. Compensation for sale of the Products by the registered representatives of Broker-Dealer (the "Registered Representatives") shall be paid as follows. In all states where Broker-Dealer is insurance licensed, the appropriate Insurance Company shall pay to Broker-Dealer the commissions set forth on Schedule "B" (hereinafter referred to as the "Commissions"). In all states where the Broker-Dealer is not insurance licensed, Commissions related to sales by the Registered Representatives in those states will be paid to the appropriate Agencies designated on Schedule "C". The appropriate Agency is the Agency which is properly insurance licensed in the state where the sales are made and for which Commissions are being paid. Commissions will be paid only on premiums paid to and retained by an Insurance Company on Products issued in accordance with applications tendered pursuant to this Agreement. The Insurance Companies expressly reserve the right to transfer future compensation on Products to other broker-dealers or registered representatives in the event the owner of a Product so requests. The Insurance Companies reserve the unconditional right, upon thirty (30) days notice, to change the Commissions payable for Products issued, renewed, converted, exchanged or otherwise modified on or after the effective date of such change, as set forth in the aforesaid notice of change. No Commissions will be due and payable for any surrendered, lapsed or canceled Products which are subsequently reinstated or rewritten through efforts of representatives of an Insurance Company other than Registered Representatives. All Commissions, without regard to which of the Products are sold, shall be subject to chargeback in accordance with the terms and conditions set forth on Schedule "B" or any attachment thereto. 3. PRODUCT AVAILABILITY. The Insurance Companies have qualified the Products for offer and sale under the applicable insurance laws of various states and other jurisdictions. Producers and Registered Representatives shall solicit applications for the Products only in states and jurisdictions where such Products have been so qualified. Producers shall, upon request, be provided with a list of those states and jurisdictions in which the Products have been qualified for sale. The Insurance Companies shall file and make all statements or reports as are or may be required by the laws of such state or jurisdiction to maintain these qualifications in effect. 4. PROSPECTUSES. The Insurance Companies and Distributors have caused registration statements to be prepared describing the material aspects of the Products. The Insurance Companies represent and warrant for the effective period of this Agreement that the prospectuses contained in the registration statements for the Products (the "Prospectuses") do not and will not contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were or are made, not materially misleading. Distributors or its duly appointed agent shall furnish Broker-Dealer, at no cost to Broker-Dealer, copies of the Prospectuses in the number reasonably requested. If any event shall occur as a result of which it is necessary to amend or supplement the Prospectus for any Product in order to make the statements therein, in light of the circumstances under which they were or are made, true, complete or not misleading, Distributors will promptly furnish to Broker-Dealer, without charge, any amendments or supplements to the Prospectuses prepared by the Insurance Companies and supplied to Distributors sufficient to make the statements made in the Prospectus as so amended or supplemented true, complete and not misleading in light of the circumstances under which they were made. 5. SALES LITERATURE AND MATERIALS. In connection with the offer and sale of the Products, Broker-Dealer is authorized to use both the Prospectuses contained in the current registration statements for the Products and any other sales materials relating to the Products that have been provided or authorized by Distributors. Broker-Dealer shall not, and shall ensure that Registered Representatives shall not: (i) print, publish, distribute or utilize any advertising material, prospectuses, circulars, letters, pamphlets, schedules, stationery, broadcasting or sales material of any kind relating to the Products, Distributors or to the Insurance Companies unless such material has been provided by Distributors for such use or unless prior written approval of Distributors of such material is obtained, or (ii) orally communicate any information or make representations other than such information and representations contained in the Prospectuses, the contracts for the Products, or in any written materials provided or authorized by Distributors. Producers are not authorized and are expressly forbidden on behalf of the Insurance Companies to estimate future dividends or policy performance except through the use of authorized projections or illustrations provided by Distributors or an Insurance Company. Upon termination of this Agreement, all Prospectuses, sales promotion materials, advertising, circulars, and documents relating to the Products shall be promptly returned to Distributors or, if requested by Distributors, destroyed. 6. PRODUCERS' REPRESENTATIONS AND RESPONSIBILITIES. A. INSURANCE LICENSES. Broker-Dealer and/or (if applicable) Agencies shall be properly licensed as an insurance agency, appointed with the appropriate Insurance Company, and otherwise comply with all applicable insurance licensing requirements in the jurisdictions where Registered Representatives will be offering or selling the Products. Broker-Dealer hereby represents that it is, and/or (if applicable), the Agencies are, properly authorized under applicable state law to receive insurance commissions generated from sales of the Products. Producers shall ensure that all Registered Representatives are properly insurance licensed and are appointed by the appropriate Insurance Company for the sale of the Products in the jurisdictions where Registered Representatives will be offering or selling the Products. In states where such licensing and appointment must occur prior to Producers' and/or Registered Representatives' soliciting any sales of the Products, Producers shall ensure that such licensing and appointment occur in compliance with such requirements. The Insurance Companies will process all insurance licenses and appointments in accordance with their standard procedures, and may, in their sole discretion, refuse, terminate or discontinue any such license or appointment without cause. B. SECURITIES LICENSES. Broker-Dealer represents that it is properly licensed and registered as a broker-dealer under applicable state and federal securities law and is a member in good standing of the NASD. Broker-Dealer shall maintain its broker-dealer registration under the Exchange Act and, where required, in all jurisdictions where Registered Representatives will be offering and selling the Products, and shall always be a member in good standing of the NASD. Broker- Dealer will notify Distributors immediately if it ceases to be so registered or licensed or a member of the NASD. Broker-Dealer shall have all Registered Representatives who will be soliciting and servicing the Products duly registered with the NASD as registered representatives and, where required, licensed with applicable state securities authorities. C. LACK OF LICENSES. If a Registered Representative fails to maintain the required licenses and appointments Producers shall immediately notify the appropriate Insurance Company and shall advise such Registered Representative that he or she is no longer authorized to sell the Products. Producers shall take all additional action necessary to terminate the sales activities of such Registered Representatives relating to the Products. D. BACKGROUND INVESTIGATIONS. Producers shall investigate all Registered Representatives relative to their business reputation and competency to sell the Products. Producers shall cause such Registered Representatives' qualifications to be certified to the satisfaction of Distributors and the appropriate Insurance Company. E. SUPERVISION. All Registered Representatives and Agencies are persons associated with Broker-Dealer as defined in Section 3(a)(18) of the Exchange Act. Accordingly, Broker-Dealer has full responsibility for the sales activities of all Registered Representatives and Agencies engaged directly or indirectly in the offer or sale of the Products. Producers shall: (i) train and supervise all Registered Representatives; (ii) establish such procedures as are necessary to ensure that all Registered Representatives are properly insurance and securities licensed; and (iii) upon request by an Insurance Company, furnish such records as are necessary to establish that all Registered Representatives are properly licensed, trained and supervised. If a Registered Representative fails to meet the supervisory standards imposed by Producers, Producers shall advise the appropriate Insurance Company and such Registered Representative that he/she is no longer authorized to sell the Products. F. SUITABILITY. Producers shall ensure that Registered Representatives recommend the purchase of the Products only if the Registered Representatives have reasonable grounds to believe that such purchase is suitable for the applicant. A registered principal of Broker-Dealer will make and record all such determinations. G. DELIVERY OF PROSPECTUSES. Broker-Dealer shall, in compliance with applicable federal and state securities laws, distribute a current Prospectus to each person to whom a Product is offered or sold . H. DELIVERY OF CONTRACTS. If an Insurance Company sends a contract for a Product to a Producer, then Producers will assure that: (1) the contract is delivered to the purchaser no later than 5 business days after Producer's receipt of the contract, and (2) appropriate evidence of such delivery to the purchaser is maintained. Producers, in accordance with section 8 of this Agreement, shall be fully responsible for any and all losses and expenses incurred by an Insurance Company or Distributors as a result of Producers' failure to satisfy the obligations set forth in this section. I. BOOKS AND RECORDS. Producers shall maintain all books and records required by applicable laws and regulations in connection with the offer and sale of the Products. The books, accounts and records of Producers relating to the sale of the Products shall be maintained so as to clearly and accurately disclose the nature and details of the transactions. Without limiting the foregoing, the receipt and payment of Commissions by Producers pursuant to this Agreement shall be reflected on Broker-Dealer's and Agencies' books and records. J. CONFIDENTIALITY. Producers shall keep confidential all information obtained pursuant to this Agreement (including, without limitation, names of the purchasers of the Products) and shall disclose such information only if the appropriate Insurance Company has authorized such disclosure in writing or if such disclosure is expressly required by duly authorized federal or state regulatory authorities. K. COMPLIANCE WITH LAWS. Producers shall, and shall ensure that Registered Representatives, comply with all requirements of the NASD, the Exchange Act and all other federal and/or state laws applicable to the solicitation, sale and service of the Products including, without limitation, all insurance regulations pertaining to replacements and the rebating of commissions. L. PAYMENT OF COMMISSIONS TO AGENCIES. If commission payments are to be made to Agencies, as provided in Section 2 of this Agreement, Producers certify that they have received appropriate "no action" relief from the SEC, or will conduct the business operations of Broker Dealer and Agencies in a manner consistent with applicable securities law requirements, such that Agencies need not be registered as broker- dealers under the Exchange Act. Producers agree to provide Distributors and the appropriate Insurance Company, upon request, copies of their "no action" letter or with other evidence that Agencies' receipt of commissions for Products is permissible under the Exchange Act and NASD rules. M. PAYMENT OF COMMISSIONS TO REGISTERED REPRESENTATIVES. Producers shall pay compensation for the sale of the Products only to Registered Representatives who, at the time of sale, are properly insurance licensed and appointed with the appropriate Insurance Company and registered with the NASD and, where required, properly licensed with state securities authorities. Producers shall be solely responsible for the payment of any commissions, payments or other consideration of any kind whatsoever to the Registered Representatives in connection with the sale of the Products. Registered Representatives shall have no recourse against either the Insurance Companies or Distributors in the event Producers fail to deliver such compensation to Registered Representatives. N. UNREGISTERED PERSONNEL. Producers shall ensure that their unregistered personnel: are not involved in effecting securities transactions, do not recommend securities or provide other investment advice, do not respond to questions that require knowledge of the securities business, direct all securities-related questions to Registered Representatives, provide only clerical or ministerial assistance with respect to securities transactions, do not handle customer funds or customer securities, and do not receive any commissions or other transaction-related compensation for sales of Products. O. AUTHORITY. Producers represent that this Agreement has been duly authorized, executed and delivered by Producers, constitutes a valid and legally binding obligation, and that neither the execution and delivery of this Agreement by Producers nor the consummation of the transactions contemplated herein will result in a breach or violation of any applicable provision of law or the NASD Conduct Rules, or any judicial or administrative orders in which Producers are named or any material agreement or instrument to which they are a party or by which they are bound. 7. INVESTIGATIONS AND CUSTOMER COMPLAINTS. Producers agree to cooperate fully in any insurance, securities or other regulatory investigation, inquiry, inspection or proceeding or in any judicial proceeding arising in connection with the Products sold or attempted to be sold by the Producers and/or the Registered Representatives. Producers shall permit applicable federal and state securities, insurance and other regulatory authorities to audit their records and shall furnish the foregoing authorities with any information which such authorities may request in order to ascertain whether Producers are complying with all applicable laws and/or regulations with respect to sales of the Products. Producers agree to cooperate with the Insurance Companies and Distributors in resolving all customer complaints involving Producers and/or Registered Representatives with respect to the Products. Without limiting the foregoing: (1) an Insurance Company or Distributors will promptly notify Producers of any customer complaint or notice of any regulatory inspection, inquiry, investigation or proceeding or judicial proceeding received by the Insurance Company or Distributors with respect to the Producers or Registered Representatives concerning the Products; and (2) Producers will promptly notify the appropriate Insurance Company or Distributors of any customer complaint or notice of any regulatory inspection, inquiry, investigation or proceeding or judicial proceeding received by Producers with respect to the Insurance Company, Distributors, Registered Representatives or Producers concerning the Products. 8. INDEMNIFICATION. Each Insurance Company and Distributors hereby agree to indemnify and hold harmless Producers and each of their employees, controlling persons, officers or directors against any losses, expenses (including reasonable attorneys' fees and court costs), damages or liabilities to which Producers or such affiliates, controlling persons, officers or directors become subject, under the Securities Act of 1933 or otherwise, insofar as such losses, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon the Insurance Company's or Distributors' performance, non-performance or breach of this Agreement, or are based upon any untrue statement contained in, or material omission from, the Prospectus for a Product issued by that Insurance Company. Producers shall indemnify and hold harmless the Insurance Companies and Distributors, their officers, directors, employees, and controlling persons from and against any damages, losses, liabilities, judgments, settlements, costs and expenses of any nature whatsoever (including reasonable attorneys' fees and court costs) or causes of action, asserted or brought by anyone, resulting or arising out of or based upon an allegation or finding of: (i) any act or omission of Producers, their employees, Registered Representatives, associated persons or agents in connection with the offer or sale of the Products; (ii) any misrepresentation, breach of warranty or failure to fulfill any covenant, warranty, or obligation made or undertaken by Producers hereunder; or (iii) any breach or violation of any of the administrative policies communicated by an Insurance Company or Distributors to Producers. 9. PAYMENTS BY CUSTOMERS. All money payable in connection with the Products, whether as premium or otherwise, and whether paid by or on behalf of the owner of any Product or anyone else having an interest in the Products, is the exclusive property of the appropriate Insurance Company and shall be drawn payable to Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, or C.M. Life Insurance Company, as appropriate. Such payments shall be promptly transmitted to the appropriate Insurance Company and shall not be commingled with Producers' personal funds. Producers are not authorized to deduct commissions, service fees, allowances or any other offset for compensation claimed by Producers from such payments. No cash payments shall be accepted by Producers in connection with the Products. 10. SUBMISSION OF APPLICATIONS. Broker-Dealer shall review all applications for completeness and suitability to ensure that the application complies with all requirements set forth in the current Prospectus and other administrative rules established by the Insurance Companies before submitting such applications to the Insurance Companies. Producers shall make available to the appropriate Insurance Company all information, whether favorable or unfavorable, which comes into Producers' possession concerning the underwriting of any risks under a Product. Producers shall follow established Insurance Company administrative procedures with regard to the processing of applications and related documents. The Insurance Companies will, as appropriate, advise Producers of these procedures. All applications, enrollment forms, and other Insurance Company forms received by Producers in connection with the Products shall be forwarded to the appropriate Insurance Company's designated office promptly after receipt by the Producers. All such documents shall be on forms supplied by the appropriate Insurance Company and are subject to acceptance or rejection by Distributors and the appropriate Insurance Company in their sole discretion. If an application or payment is rejected by an Insurance Company or Distributors and Broker-Dealer has received compensation based on the rejected payment or application, Broker-Dealer shall promptly repay such compensation to the appropriate Insurance Company. 11. FIDELITY BOND. Producers represent that all of their directors, officers, employees and Registered Representatives are and shall be continuously covered by a blanket fidelity bond, including coverage for larceny and embezzlement, issued by a reputable bonding company. This bond shall be maintained at Producers' expense and shall be, at least, of the form, type and amount required under the NASD Conduct Rules. Distributors may require evidence, satisfactory to it, that such coverage is in force, and Producers shall give prompt written notice to Distributors of any cancellation or change of coverage. Producers hereby assign any proceeds received from the fidelity bonding company to the Insurance Company and Distributors to the extent of the Insurance Company's and Distributors' loss due to activities covered by the bond. If there is any deficiency amount, whether due to a deductible or otherwise, Producers shall promptly pay the Insurance Company or Distributors such amount on demand. Producers hereby agree to indemnify and hold harmless the Insurance Companies and Distributors from any such deficiency and from the costs of collection (including reasonable attorneys' fees). 12. INDEPENDENT CONTRACTORS. Producers and their Registered Representatives are independent contractors with respect to the Insurance Companies and Distributors and shall not have the right to hold themselves out as employees, partners, or joint venturers of the Insurance Companies or Distributors in connection with the solicitation of the Products or otherwise. Producers may exercise their own judgment as to the time and manner and performance of their services, except that they shall conform with the rules, regulations and policies of the Insurance Companies and Distributors at all times. 13. LIMITATIONS ON AUTHORITY. Producers and Registered Representatives are not authorized and are expressly forbidden on behalf of the Insurance Companies to make, alter, modify, waive or change any of the terms, rates or conditions of any Insurance Company's forms, Products, contracts or advertising materials. Producers shall not discharge any provision(s) of the Products, waive any forfeitures, grant, permit, or extend the time of making any payments, guarantee earnings, dividends or rates, alter or substitute the forms which an Insurance Company may prescribe, incur indebtedness on behalf of the Insurance Companies or Distributors, or enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of an Insurance Company or Distributors. 14. OFFSETS. The Insurance Companies and Distributors may deduct from any compensation due under this Agreement any debt, whether arising under Sections 8 or 10 of this Agreement or otherwise, of Producers to an Insurance Company or to Distributors or any of their affiliates or subsidiaries. This right of offset is in addition to all other rights the Insurance Companies and Distributors may have at law or in equity regarding the collection of debts generally. 15. NOTICES. All notices or communications to an Insurance Company shall be sent to: Massachusetts Mutual Life Insurance Company, 140 Garden Street, Hartford, Connecticut 06154, Attn: Annuity Strategic Business. All notices sent to Distributors shall be sent to: MML Distributors, LLC, 1414 Main Street, Springfield, Ma. 01144, Attn: Chief Legal Officer. All notices or communications to Producers shall be sent to the addresses set forth on the applicable Schedule pages of this Agreement. Any party may change the address to which notices or communications are to be sent by giving written notice to the other parties. 16. TERM OF AGREEMENT. This Agreement shall be effective as of the latest date appearing on the signature page hereof and shall continue until terminated. This Agreement shall be terminated immediately if Producers materially breach this Agreement or if Broker-Dealer shall cease to be registered under the Exchange Act or be a member in good standing of the NASD. Any party may terminate this Agreement at any time, without cause, upon written notice to the other parties. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except Sections 6(j), 7, 8, 10 and 14 of this Agreement shall survive the termination of this Agreement, and Producers shall settle all accounts with the Insurance Companies and shall continue to be responsible for all applicable chargebacks. Upon termination of this Agreement, Producers shall be entitled to receive all commissions on Products issued on applications received by an Insurance Company prior to such termination subject to the provisions of Section 14 of this Agreement. 17. AMENDMENTS. The Insurance Companies and Distributors reserve the unconditional right to modify the Products, to amend this Agreement and the Schedules attached hereto, and to suspend the sale of any of the Products at any time. The submission of an application by Producers after notice of any such amendment has been sent to Producers shall constitute the Producers' agreement to any such amendment. 18. MISCELLANEOUS. a. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective heirs, administrators, executors, estates, successors and assigns provided that Producers may not assign or amend this Agreement or any rights or obligations hereunder without the prior written consent of Distributors and the Insurance Companies. b. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and constitutes the entire agreement and understanding between the parties hereto with respect to the Products. c. Failure of any party to insist upon strict compliance with any of the conditions of this Agreement shall not be construed as a waiver of such conditions and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions. d. This Agreement may be executed in one or more counterparts, each of which shall be deemed in all respects an original. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By:__________________________ Date: Its: MML BAY STATE LIFE INSURANCE COMPANY C.M. LIFE INSURANCE COMPANY By: _________________________ By: MML DISTRIBUTORS, LLC. By:__________________________________ _____________________________________ Date: Print Name of BROKER-DEALER Above __________________________________ Authorized Officer Sign Above __________________________________ Date: Print Name of AGENCY Above __________________________________ Authorized Officer Sign Above EX-99.1.5 7 GROUP FLEX PREMIUM LIFE INS CERT TO AGE 95 EXHIBIT 1(5) [LETTERHEAD OF MML BAY STATE LIFE INSURANCE COMPANY] GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH VARIABLE RIDER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- READ THIS CERTIFICATE WITH RIDER CAREFULLY. It has been written in readable language to help in understanding its terms. We have used examples to explain some of its provisions. These examples do not reflect the actual amounts or status of this certificate with rider. In this certificate with rider, the words "we," "us," and "our" refer to MML Bay State Life Insurance Company. This certificate with rider is not a life insurance policy. It is, instead, a statement of the insurance provided by a Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider we have issued to the Trustee named on the Schedule Page. This certificate with rider often uses the word "certificate with rider" for ease in referring to insurance values or benefits provided under that Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider. Some provisions of the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider are shown in this certificate with rider. However, the terms and provisions of the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider control. We will, subject to those terms and provisions, pay the death benefit to the Beneficiary when due proof of the Insured's death is received at our Principal Administrative Office. For service or information on this certificate with rider, contact our Principal Administrative Office. RIGHT TO RETURN THE CERTIFICATE. The Owner may return the certificate within 10 days after the Owner receives it. The Owner may return the certificate by delivering or mailing it to our Principal Administrative Office. Then, the certificate will be as though it had never been issued. We will promptly refund any premium paid for the certificate. THE GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE POLICY TO AGE 95 WITH VARIABLE RIDER IS A RHODE ISLAND CONTRACT. THIS CERTIFICATE WITH RIDER IS, THEREFORE, GOVERNED PRIMARILY BY THE LAWS OF THE STATE OF RHODE ISLAND. /s/ L.V. Burkett, Jr. /s/ Thomas J. Finnegan, Jr. President Secretary Group Flexible Premium Adjustable Life Insurance Certificate To Age 95 With Variable Rider This Certificate With Rider provides that: Insurance is payable upon death of the Insured before age 95. Within specified limits, flexible premiums may be paid during the Insured's lifetime. THE AMOUNT OF DEATH BENEFIT AND THE DURATION OF INSURANCE COVERAGE MAY BE FIXED OR VARIABLE AS DESCRIBED IN PARTS 3 AND 5. THE VARIABLE ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER MAY INCREASE OR DECREASE IN ACCORDANCE WITH THE EXPERIENCE OF THE SEPARATE ACCOUNT. THERE ARE NO MINIMUM GUARANTEES AS TO THE VARIABLE ACCOUNT VALUE. THE FIXED ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER EARNS INTEREST AT A RATE NOT LESS THAN THE MINIMUM DESCRIBED IN THE INTEREST ON FIXED ACCOUNT VALUE PROVISION. CERTIFICATE WITH RIDER SUMMARY This Summary briefly describes some of the major provisions of the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider which are shown in this certificate with rider. Since this Summary does not go into detail, the actual provisions will control. See those provisions for full information and any limits that may apply. The "Where To Find It" on the inside of the back cover shows where these provisions may be found. The insurance provided is variable life insurance. We will pay a death benefit if an individual Insured dies while the insurance is in force. "In force" means that the insurance on the Insured has not terminated. "Variable" means that all values which depend on the investment performance of the Separate Account shown on the Schedule Page are not guaranteed as to dollar amount. Premiums for this insurance are flexible. After the minimum initial premium has been paid, there is no requirement that any specific amount of premium be paid on any date. Instead, within the limits stated in this certificate with rider, any amount may be paid on any date before the death of the Insured. Premiums are applied to increase the value of this certificate with rider. Monthly charges are deducted from the value of this certificate with rider each month. If there is not enough value to pay the monthly charges for a month, the insurance will terminate at the end of 61 days. There is, however, a right to reinstate the insurance. There are other rights available while the Insured is living. These include: . The right to assign this certificate with rider. . The right to change the Owner or any Beneficiary. . The right to fully surrender the insurance. . The right to make withdrawals. . The right to make loans. . The right to increase or decrease the Selected Face Amount. . The right to allocate net premiums among the Guaranteed Principal Account and the divisions of the Separate Account. . The right to transfer values among the Guaranteed Principal Account and the divisions of the Separate Account. . The right to change the Death Benefit Option. The certificate with rider also describes a number of Payment Options. These provide alternate ways to pay the death benefit or the amount payable upon full surrender. THE SCHEDULE PAGE [THE TERMS OF THIS GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH VARIABLE RIDER REPLACE AND SUPERSEDE THE TERMS AND PROVISIONS OF THE GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95] THIS PAGE SHOWS SPECIFIC INFORMATION ABOUT THIS CERTIFICATE WITH RIDER AND IS REFERRED TO THROUGHOUT THE CERTIFICATE WITH RIDER
CERTIFICATE WITH RIDER NUMBER 0 000 000 INSURED JOHN A DOE SELECTED FACE AMOUNT [$100,000] EMPLOYER TRUSTEE [ A RHODE ISLAND TRUST ] ISSUE DATE DEC 01 1997 CERTIFICATE DATE DEC 01 1997 CERTIFICATE RIDER ADD-ON DATE JAN 01 1998 PAID-UP CERTIFICATE DATE DEC 01 2057 INSURED'S AGE ON CERTIFICATE DATE 35
- -------------------------------------------------------------------------------- BASIC CERTIFICATE WITH RIDER INFORMATION - ----------------------------------------
SELECTED MINIMUM DEATH PLAN FACE AMOUNT FACE AMOUNT BENEFIT OPTION - ---- ----------- ----------- -------------- GROUP FLEXIBLE PREMIUM [$100,000] SEE MINIMUM FACE A ADJUSTABLE LIFE INSURANCE AMOUNT PROVISION CERTIFICATE TO AGE 95 WITH VARIABLE RIDER
- -------------------------------------------------------------------------------- PREMIUM INFORMATION - ------------------- MINIMUM INITIAL RIDER PREMIUM $ 500.00 MODAL TERM ANNUAL A NET PREMIUM IS 95.00% MINUS THE SUM OF (I) A PERCENTAGE EQUAL TO THE APPLICABLE STATE PREMIUM TAX RATE AND (II) A PERCENTAGE REPRESENTING THE AMORTIZED FEDERAL DEFERRED ACQUISITION TAX, OF PREMIUMS PAID. - -------------------------------------------------------------------------------- NET PREMIUM ALLOCATION LIMITATIONS - ---------------------------------- THE INITIAL NET PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT. AT THE END OF THE RIGHT TO RETURN PERIOD, THE ACCOUNT VALUE IN EXCESS OF ONE BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE CERTIFICATE WITH RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO MML BAY STATE'S ALLOCATION RULES. CERTIFICATE WITH RIDER NO. 0 000 000 - 1 - SUBSEQUENT NET PREMIUM PAYMENTS ATTRIBUTABLE TO THE BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT. ANY NET PREMIUM AMOUNTS OTHER THAN THE BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE CERTIFICATE WITH RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO MML BAY STATE'S ALLOCATION RULES. NET PREMIUM ALLOCATIONS ARE ONLY ALLOWED AMONG EIGHT DIVISIONS AND THE GUARANTEED PRINCIPAL ACCOUNT AT ONE TIME. TO ALLOCATE NET PREMIUM TO ONE OR MORE OF THE OTHER DIVISIONS, THERE MUST FIRST BE A TRANSFER OUT OF ONE OR MORE OF THE DIVISIONS TO WHICH ALLOCATIONS ARE CURRENTLY MADE. - -------------------------------------------------------------------------------- SEPARATE ACCOUNT INFORMATION - ---------------------------- THE SEPARATE ACCOUNT REFERRED TO IN THIS CERTIFICATE WITH RIDER IS MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I. THE DIVISIONS OF THE SEPARATE ACCOUNT ARE: [MML EQUITY INDEX DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF THE MML EQUITY INDEX FUND, OR ITS SUCCESSOR. THIS FUND INVESTS SUBSTANTIALLY ALL OF ITS ASSETS, TO THE EXTENT PRACTICABLE, IN THE STOCKS THAT COMPOSE THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX. OPPENHEIMER MONEY DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER MONEY FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN "MONEY MARKET" SECURITIES CONSISTENT WITH LOW CAPITAL RISK AND MAINTENANCE OF LIQUIDITY. OPPENHEIMER HIGH INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER HIGH INCOME FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN LOWER-RATED, HIGH YIELD, HIGH RISK INCOME SECURITIES. OPPENHEIMER BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER BOND FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN HIGH-YIELD FIXED-INCOME SECURITIES RATED "Baa" OR BETTER BY MOODY'S OR "BBB" OR BETTER BY STANDARD & POOR'S. SECONDARILY, THIS FUND SEEKS CAPITAL GROWTH CONSISTENT WITH ITS PRIMARY OBJECTIVE. OPPENHEIMER CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER CAPITAL APPRECIATION FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN SECURITIES OF "GROWTH- TYPE" COMPANIES. OPPENHEIMER GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER GROWTH FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN SECURITIES OF WELL-KNOWN ESTABLISHED COMPANIES. OPPENHEIMER GLOBAL SECURITIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER GLOBAL SECURITIES FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN SECURITIES OF FOREIGN ISSUERS, "GROWTH-TYPE" COMPANIES, CYCLICAL INDUSTRIES AND SPECIAL SITUATIONS. OPPENHEIMER STRATEGIC BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER STRATEGIC BOND FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN (i) FOREIGN GOVERNMENT AND CORPORATE DEBT SECURITIES; (ii) U.S. GOVERNMENT SECURITIES; AND (iii) LOWER-RATED HIGH- YIELD, HIGH-RISK DOMESTIC DEBT SECURITIES, COMMONLY KNOWN AS "JUNK BONDS", WHICH ARE SUBJECT TO A GREATER RISK OF LOSS THAN HIGHER-RATED SECURITIES. CERTIFICATE WITH RIDER NO. 0 000 000 - 1 - CONTINUED OPPENHEIMER GROWTH AND INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER GROWTH AND INCOME FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN EQUITY AND DEBT SECURITIES. OPPENHEIMER MULTIPLE STRATEGIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER MULTIPLE STRATEGIES FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN COMMON STOCKS AND OTHER EQUITY SECURITIES, BONDS AND OTHER DEBT SECURITIES, AND "MONEY MARKET" INSTRUMENTS AND SECURITIES. PANORAMA GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF THE PANORAMA GROWTH PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN COMMON STOCKS WITH LOW PRICE-EARNINGS RATIOS AND BETTER THAN ANTICIPATED EARNINGS. PANORAMA INTERNATIONAL EQUITY DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF THE PANORAMA INTERNATIONAL EQUITY PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN EQUITY SECURITIES OF COMPANIES BASED OUTSIDE OF THE UNITED STATES. PANORAMA TOTAL RETURN DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF THE PANORAMA TOTAL RETURN PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN STOCKS, CORPORATE BONDS, U.S. GOVERNMENT SECURITIES, AND MONEY MARKET INSTRUMENTS. PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN CAPITAL APPRECIATION PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN EQUITY SECURITIES. PANORAMA LIFESPAN BALANCED DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN BALANCED PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS IN EQUITY SECURITIES AND FIXED INCOME SECURITIES WITH A SLIGHTLY STRONGER FOCUS ON EQUITY SECURITIES. PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN DIVERSIFIED INCOME PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS IN FIXED INCOME SECURITIES.] - -------------------------------------------------------------------------------- LIMITATIONS ON TRANSFERS - ------------------------ TRANSFERS MAY ONLY BE IN WHOLE-NUMBER PERCENTAGES OR DOLLAR AMOUNTS. THERE IS NO LIMIT ON THE NUMBER OF TRANSFERS ALLOWED, BUT WE RESERVE THE RIGHT TO CHARGE A MAXIMUM FEE OF $10 PER TRANSFER IF THERE ARE MORE THAN SIX TRANSFERS IN A CERTIFICATE WITH RIDER YEAR. ONLY ONE TRANSFER MAY BE MADE FROM THE GUARANTEED PRINCIPAL ACCOUNT IN ANY CERTIFICATE RIDER YEAR AND ANY TRANSFER FROM THE GUARANTEED PRINCIPAL ACCOUNT CANNOT BE MORE THAN 25% OF THE FIXED ACCOUNT VALUE OF THIS CERTIFICATE WITH RIDER (EXCLUDING CERTIFICATE WITH RIDER DEBT ON THE DATE THE TRANSFER IS MADE. HOWEVER, THE REMAINING ACCOUNT VALUE IN THE GUARANTEED PRINCIPAL ACCOUNT AFTER TRANSFER MUST BE AT LEAST THE SUM OF THE CERTIFICATE WITH RIDER DEBT PLUS ONE PLUS THE NUMBER OF MONHTLY CALCULATION DATES REMAINING IN THE MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE WITH RIDER. HOWEVER, IF IN EACH OF THE PREVIOUS THREE CERTIFICATE RIDER YEARS 25% OF THE FIXED ACCOUNT VALUE HAS BEEN TRANSFERRED AND THERE HAVE BEEN NO PREMIUM PAYMENTS OR TRANSFERS TO THE GUARANTEED PRINCIPAL ACCOUNT (EXCEPT AS THE RESULT OF A LOAN), 100% OF THE FIXED ACCOUNT VALUE OF THIS CERTIFICATE WITH RIDER (EXCLUDING CERTIFICATE WITH RIDER DEBT AND ONE PLUS THE NUMBER OF MONHTLY CALCULATION DATES REMAINING IN THE MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE WITH RIDER) MAY BE TRANSFERRED TO THE SEPARATE ACCOUNT. CERTIFICATE WITH RIDER NO. 0 000 000 - 1 - CONTINUED THE ACCOUNT VALUE IN THE GUARANTEED PRINCIPAL ACCOUNT EQUAL TO ANY CERTIFICATE WITH RIDER DEBT PLUS AN AMOUNT EQUAL TO THE NUMBER OF MONTHLY CALCULATION DATES REMAINING IN THE MODAL TERM UP TO AND INCLUDING THE CURRENT MONTHLY CALCULATION DATE MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE WITH RIDER CANNOT BE TRANSFERRED TO THE SEPARATE ACCOUNT. ALL TRANSFERS MADE ON ONE VALUATION DATE ARE CONSIDERED ONE TRANSFER. ALL VALUES MAY BE TRANSFERRED TO THE GUARANTEED PRINCIPAL ACCOUNT AT ANY TIME, REGARDLESS OF THE NUMBER OF TRANSFERS PREVIOUSLY MADE. THESE LIMITATIONS DO NOT APPLY TO TRANSFERS RESULTING FROM A CERTIFICATE WITH RIDER LOAN. AT ANY ONE TIME, THE CERTIFICATE WITH RIDER ACCOUNT VALUE MAY BE ALLOCATED TO NO MORE THAN EIGHT DIVISIONS OF THE SEPARATE ACCOUNT AND THE GUARANTEED PRINCIPAL ACCOUNT. TO TRANSFER ACCOUNT VALUE TO A NINTH DIVISION OF THE SEPARATE ACCOUNT, A TRANSFER OF 100% OF THE ACCOUNT VALUE FROM ONE OR MORE OF THE EIGHT DIVISION(S) TO WHICH ALLOCATIONS ARE CURRENTLY MADE WILL BE REQUIRED. - -------------------------------------------------------------------------------- OTHER INFORMATION - ----------------- AN ADMINISTRATIVE CHARGE IS DEDUCTED FROM THE ACCOUNT VALUE ON EACH MONTHLY CALCULATION DATE. IT WILL NOT BE MORE THAN $9.00 PER MONTH. THIS IS A UNISMOKER'S CERTIFICATE WITH RIDER. THIS CERTIFICATE WITH RIDER HAS BEEN ISSUED ON A UNISEX RATE BASIS. THIS CERTIFICATE WITH RIDER WAS ISSUED ON A GUARANTEED-ISSUE UNDERWRITING BASIS. OWNER AND BENEFICIARY - SEE APPLICATION ATTACHED TO THIS CERTIFICATE WITH RIDER. TYPE OF LOAN INTEREST RATE - [ADJUSTABLE] - -------------------------------------------------------------------------------- BASIS OF COMPUTATION - FOR MAXIMUM MONTHLY MORTALITY CHARGES AND MINIMUM ANNUAL - -------------------- INTEREST RATE FOR THE GUARANTEED PRINCIPAL ACCOUNT. MORTALITY TABLE -- 125% TIMES THE COMMISSIONER'S 1980 STANDARD ORDINARY AGE LAST ULTIMATE MORTALITY TABLE - B MINIMUM ANNUAL INTEREST RATE ON THE FIXED ACCOUNT VALUE -- 3% PER YEAR NET INVESTMENT FACTOR ASSET CHARGE -- NOT MORE THAN .000027262 FOR EACH DAY OF A VALUATION PERIOD. SEE PART 7. CERTIFICATE WITH RIDER NO. 0 000 000 - 1 - CONTINUED TABLE OF MAXIMUM MONTHLY MORTALITY CHARGES THESE MAXIMUM MONTHLY MORTALITY CHARGES ARE FOR EACH $1,000 OF INSURANCE WHICH REQUIRES A CHARGE. POLICY MAXIMUM MONTHLY POLICY MAXIMUM MONTHLY YEAR BEGINNING MORTALITY CHARGE YEAR BEGINNING MORTALITY CHARGE - -------------- ---------------- -------------- ---------------- DEC 01 1997 0.21697 DEC 01 2032 3.98026 DEC 01 1998 0.23160 DEC 01 2033 4.37835 DEC 01 1999 0.24832 DEC 01 2034 4.84059 DEC 01 2000 0.26818 DEC 01 2035 5.36924 DEC 01 2001 0.29118 DEC 01 2036 5.95665 DEC 01 2002 0.31627 DEC 01 2037 6.59279 DEC 01 2003 0.34347 DEC 01 2038 7.26738 DEC 01 2004 0.37278 DEC 01 2039 7.97215 DEC 01 2005 0.40314 DEC 01 2040 8.71718 DEC 01 2006 0.43665 DEC 01 2041 9.52716 DEC 01 2007 0.47228 DEC 01 2042 10.43385 DEC 01 2008 0.51002 DEC 01 2043 11.46954 DEC 01 2009 0.54988 DEC 01 2044 12.66261 DEC 01 2010 0.59290 DEC 01 2045 14.01142 DEC 01 2011 0.64016 DEC 01 2046 15.49838 DEC 01 2012 0.69374 DEC 01 2047 17.10115 DEC 01 2013 0.75368 DEC 01 2048 18.80509 DEC 01 2014 0.82103 DEC 01 2049 20.61342 DEC 01 2015 0.89793 DEC 01 2050 22.52977 DEC 01 2016 0.98228 DEC 01 2051 24.57963 DEC 01 2017 1.07202 DEC 01 2052 26.80461 DEC 01 2018 1.16714 DEC 01 2053 29.28335 DEC 01 2019 1.26662 DEC 01 2054 32.14024 DEC 01 2020 1.37152 DEC 01 2055 35.68663 DEC 01 2021 1.48719 DEC 01 2056 40.66141 DEC 01 2022 1.61687 DEC 01 2023 1.76274 DEC 01 2024 1.93132 DEC 01 2025 2.12275 DEC 01 2026 2.33398 DEC 01 2027 2.56195 DEC 01 2028 2.80463 DEC 01 2029 3.06000 DEC 01 2030 3.33363 DEC 01 2031 3.63661 CERTIFICATE WITH RIDER NO. 0 000 000 -2- TABLE OF MINIMUM FACE AMOUNT PERCENTAGES THE MINIMUM FACE AMOUNT ON ANY DATE IS A PERCENTAGE OF THE ACCOUNT VALUE ON THAT DATE. THE PERCENTAGES WHICH APPLY ARE SHOWN BELOW. POLICY YEAR MINIMUM FACE POLICY YEAR MINIMUM FACE BEGINNING AMOUNT PERCENTAGE BEGINNING AMOUNT PERCENTAGE - ----------- ----------------- ----------- ----------------- DEC 01 1997 411% DEC 01 2032 154% DEC 01 1998 398 DEC 01 2033 151 DEC 01 1999 385 DEC 01 2034 148 DEC 01 2000 372 DEC 01 2035 145 DEC 01 2001 360 DEC 01 2036 142 DEC 01 2002 349 DEC 01 2037 140 DEC 01 2003 338 DEC 01 2038 138 DEC 01 2004 327 DEC 01 2039 135 DEC 01 2005 317 DEC 01 2040 133 DEC 01 2006 307 DEC 01 2041 131 DEC 01 2007 298 DEC 01 2042 129 DEC 01 2008 289 DEC 01 2043 128 DEC 01 2009 280 DEC 01 2044 126 DEC 01 2010 272 DEC 01 2045 124 DEC 01 2011 264 DEC 01 2046 123 DEC 01 2012 256 DEC 01 2047 121 DEC 01 2013 249 DEC 01 2048 120 DEC 01 2014 242 DEC 01 2049 119 DEC 01 2015 235 DEC 01 2050 118 DEC 01 2016 228 DEC 01 2051 117 DEC 01 2017 222 DEC 01 2052 115 DEC 01 2018 216 DEC 01 2053 114 DEC 01 2019 210 DEC 01 2054 113 DEC 01 2020 205 DEC 01 2055 112 DEC 01 2021 200 DEC 01 2056 111 DEC 01 2022 194 DEC 01 2023 190 DEC 01 2024 185 DEC 01 2025 180 DEC 01 2026 176 DEC 01 2027 172 DEC 01 2028 168 DEC 01 2029 164 DEC 01 2030 161 DEC 01 2031 157 CERTIFICATE WITH RIDER NO. 0 000 000 -3- PART 1. THE BASICS OF THIS CERTIFICATE WITH RIDER In this Part we discuss some insurance concepts that are necessary to understand this certificate with rider. THE PARTIES INVOLVED - The INSURER is the MML Bay State Life Insurance INSURER, POLICY WITH Company. In this policy, the words "we," "us," RIDERHOLDER, and "our" refer to the MML Bay State Life EMPLOYER, OWNER, Insurance Company. INSURED, BENEFICIARY, IRREVOCABLE BENEFICIARY The POLICY WITH RIDERHOLDER is [the Consortium Trust]. EMPLOYER is an employer, association, sponsoring organization or trust who has become a participant in the Trust by: . Executing a Participation Agreement; and . Meeting the conditions for participation that are specified in that Agreement. This includes applying for insurance under this policy for certain of the employer's employees who meet eligibility requirements established by the Employer. An OWNER is the person who owns a Group Life Insurance Certificate With Rider, as shown on our records. An INSURED is the person on whose life this certificate with rider is issued. A BENEFICIARY is any person named on our records to receive insurance proceeds after the Insured dies. There may be different classes of Beneficiaries, such as primary and secondary. These classes set the order of payment. There may be more than one Beneficiary in a class. EXAMPLE: Debbie is named as primary (first) Beneficiary. Anne and Scott are named as Beneficiaries in the secondary class. If Debbie is alive when the Insured dies, she receives the death benefit. But if Debbie is dead and Anne and Scott are alive when the Insured dies, Anne and Scott receive the death benefit. Any Beneficiary may be named an IRREVOCABLE BENEFICIARY. An Irrevocable Beneficiary is one whose consent is needed to change that Beneficiary. Also, this Beneficiary must consent to the exercise of certain other rights. DATES - CERTIFICATE The CERTIFICATE DATE is shown on the Schedule Page DATE, CERTIFICATE of this certificate with rider. It is the starting ANNIVERSARY DATE, point for determining CERTIFICATE ANNIVERSARY CERTIFICATE YEAR, RIDER DATES and CERTIFICATE YEARS. The first Certificate ADD-ON DATE, ISSUE Anniversary Date is one year after the Certificate DATE, PAID-UP Date. The period from the Certificate Date to the CERTIFICATE DATE, first Certificate Anniversary Date, or from one MONTHLY CALCULATION Certificate Anniversary Date to the next, is DATE, VALUATION DATE, called a Certificate Year. The RIDER ADD-ON DATE VALUATION PERIOD, is also shown on the Schedule Page. It is the date VALUATION TIME that the variable rider was added to this certificate. EXAMPLE: The Certificate Date is June 10, 19X1. The first Certificate Anniversary Date is June 10, 19X2. The period from June 10, 19X1 through June 9, 19X2 is a Certificate Year. The ISSUE DATE is also shown on the Schedule Page. The Issue Date is used to determine the start of the suicide and contestability periods. We discuss contestability below. See Part 5 for a discussion of the suicide exclusion. The PAID-UP CERTIFICATE DATE is also shown on the Schedule Page. It is the Certificate Anniversary Date after the Insured's 95th birthday. On this Date and at all times thereafter, the Selected Face Amount will equal the account value and the Death Benefit Option will be -4- -5- Death Benefit Option A. Monthly charges will continue to be deducted from the account value of the certificate with rider but mortality charges will equal $0. Premium payments will no longer be accepted. The payment of planned periodic premiums does not guarantee that the certificate with rider will continue in force to the Paid-up Certificate Date. The MONTHLY CALCULATION DATE is the monthly date on which the monthly charges for the certificate with rider are due. The first Monthly Calculation Date is the Certificate Date. Subsequent Monthly Calculation Dates are the same day of each month thereafter. A VALUATION DATE is any date on which the New York Stock Exchange (or its successor) is open for trading. A VALUATION PERIOD is the period of time from the end of one Valuation Date to the end of the next Valuation Date. A VALUATION TIME is the time the New York Stock Exchange (or its successor) closes on a Valuation Date. All actions which are to be performed on a Valuation Date will be performed as of the Valuation Time. ENTIRE CONTRACT The Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider under which this certificate with rider is issued is a legal contract between the policy with riderholder and us. The policy with riderholder is the Trustee named on the Schedule Page. The term "application" as it applies to this certificate with rider shall mean any enrollment form(s) or application(s) for this certificate with rider. The entire contract consists of: . The Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider and the application for it; . The applications for this certificate with rider; and . Any attached rider(s). In any application, rider, or other form attached to this certificate with rider: . The word "policy with rider" as it applies to this certificate with rider shall mean "certificate with rider"; . The words "Policy Date" as they apply to this certificate with rider shall mean "Certificate Date"; and . The words "Policy Anniversary Date" as they apply to this certificate with rider shall mean "Certificate Anniversary Date." We have issued the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider in return for the application for it. We have issued this certificate with rider in return for the application for it and the payment of premiums for the certificate with rider. Any change or waiver of the terms of the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider or any certificate with rider must be in writing and signed by our Secretary or an Assistant Secretary to be effective. CONTINUATION OF If the Group Flexible Premium Adjustable Life INSURANCE Insurance Policy To Age 95 With Variable Rider, under which this certificate with rider is issued, terminates or if the Insured becomes disassociated from the Employer, any insurance then in effect will remain in force, provided it is not fully surrendered by the Owner. All insurance that is continued will be automatically changed from deduction of wages to a direct billing status. Certificate with rider premiums will then be payable directly to us. CERTIFICATE WITH RIDER This certificate with rider is "not IS NOT PARTICIPATING participating," which means that no dividends are payable on the certificate with rider. REPRESENTATIONS AND We rely on all statements made by or for the CONTESTABILITY Insured in the application(s) for this certificate with rider. Those statements are considered to be representations and not warranties. We reserve the right to bring legal action to contest the validity of the insurance described in this certificate with rider, or any increase in the Selected Face Amount applied for after the Issue Date, for any material misrepresentation of a fact. To do so, however, the misrepresentation must have been made in the application, or in a supplemental application to increase the Selected Face Amount, and a copy of the application must have been attached to this certificate with rider when issued, or made a part of the certificate with rider when the increase in the Selected Face Amount became effective. Except for any increase in the Selected Face Amount applied for after the Issue Date, we can not contest the validity of the insurance described in this certificate with rider after the certificate has been in force during the lifetime of the Insured for a period of two years from its Issue Date. We can not contest the validity of any increase in the Selected Face Amount applied for after the Issue Date once the certificate has been in effect during the lifetime of the Insured for a period of two years. MISSTATEMENT OF AGE If the Insured's date of birth as given in the application is not correct, an adjustment will be made. If the adjustment is made when the Insured dies, the death benefit will reflect the amount provided by the most recent mortality charge according to the correct age. If the adjustment is made before the Insured dies, then future monthly deductions will be based on the correct age. MEANING OF IN FORCE "In force" means that the insurance provided by the certificate with rider has not terminated. The certificate will be in force from its Issue Date or, if later, the date the first premium for the certificate is paid. This certificate with rider will continue in force to the Insured's death if: . The account value less any certificate with rider debt is sufficient to cover the monthly charges due on each Monthly Calculation Date; and . Certificate with rider debt does not exceed the account value; and . The certificate with rider is not fully surrendered. The factors which can affect the certificate with rider's account value include: . The amount and timing of premium payments. . Any withdrawals or transfers of values. . Any changes in any riders. . Any changes in the Selected Face Amount. . Any outstanding certificate with rider debt. . Any changes in the Death Benefit Option. . The monthly charges deducted from the account value. . The interest earned on the fixed account value. . The net investment experience of the Separate Account for this certificate with rider. Each of these factors is discussed in detail elsewhere in this certificate with rider. PRINCIPAL Our Principal Administrative Office is in ADMINISTRATIVE OFFICE Springfield, Massachusetts. The address is MML Bay State Life Insurance Company, Springfield, Massachusetts 0llll. -6- -7- PART 2. PREMIUM PAYMENTS Premiums are the payments that may be paid to us to purchase life insurance and to increase the account value of this certificate with rider. MINIMUM INITIAL The MINIMUM INITIAL PREMIUM for this certificate PREMIUM, MODAL TERM, with rider is shown on the Schedule Page for this MODAL TERM PREMIUM certificate with rider. The MODAL TERM selected by the Employer in the Participation Agreement forms the basis for the billing cycle for this certificate. The Employer may select a monthly, quarterly, semi-annual or annual Modal Term. The Employer may change the selected Modal Term at any time by written request to Us. If you become disassociated with the Employer, we will send the billing statements directly to you for this certificate with rider. When you become disassociated with the Employer, the Owner will be vested in all policy rights previously held by the Employer, including the right to change the Modal Term. The MODAL TERM PREMIUM is an estimate of the premium that will be sufficient to pay the monthly charges for the Modal Term. The Modal Term Premium equals the sum of the monthly charges during the Modal Term divided by 1 less the total percentage we deduct from a premium to equal a Net Premium discounted at a rate not lower than the minimum annual interest rate. In calculating the Mortality Charge, it is assumed that the amount of insurance that requires a charge is equal to the Selected Face Amount divided by 1 plus the monthly equivalent of the minimum annual interest rate. PREMIUM FLEXIBILITY After the minimum initial premium for this AND PREMIUM NOTICES certificate with rider has been paid, there is no requirement that any amount of premium be paid on any date. Subject to the RIGHT TO REFUND PREMIUMS provision in this Part, while this certificate with rider is in force any amount of premium may be paid at any time before the death of the Insured. We will also send notice of any premium needed to prevent termination of this certificate with rider. Premium notices will be sent only while this certificate with rider is in force. Payment of premiums does not guarantee that this certificate with rider will continue in force. WHERE TO PAY All premiums are payable to us at our Principal PREMIUMS Administrative Office or at the place shown for payment on the premium notice. Upon request, a receipt signed by our Secretary or an Assistant Secretary will be given for any premium payment. RIGHT TO REFUND We have the right to promptly refund any amount of PREMIUMS premium paid for this certificate with rider if application of that premium to the certificate with rider's account value would increase the amount of insurance that requires a charge. See the MONTHLY CHARGES provision in Part 3 for a discussion of the amount of insurance that requires a charge. PART 3. ACCOUNTS, VALUES, AND CHARGES This certificate with rider provides that certain values (referred to as the "variable account values") are based on the investment performance of the Separate Account and are not guaranteed as to dollar amount. This certificate with rider also provides that other values (referred to as the "fixed account values") are based on the interest credited to the Guaranteed Principal Account. The account value of this certificate with rider is the variable account value plus the fixed account value. This Part gives information about the Separate Account, the Guaranteed Principal Account, and the values and charges connected with them. NET PREMIUM A net premium is a premium we receive for this certificate with rider less the charges we deduct at that time. Net premium, expressed as a percentage of a premium we receive, is shown on the Schedule Page . ALLOCATION OF NET The allocation of each net premium we receive will PREMIUMS be in whole percentages and will be subject to any net premium allocation limitations stated on the Schedule Page. Each net premium we receive before the Right To Return period expires will be allocated to theGuaranteed Principal Account. The Right To Return period is explained on the front cover of this certificate with rider. Upon the expiration of the Right To Return period, we will allocate this certificate with rider's value among the Guaranteed Principal Account and the divisions of the Separate Account. This allocation will be in accordance with the net premium allocation in effect and subject to the allocation limitations stated on the Schedule Page. Each net premium we receive after the Right To Return period expires will be allocated among the Guaranteed Principal Account and the divisions of the Separate Account. This allocation will be in accordance with the net premium allocation in effect and subject to the allocation limitations stated on the Schedule Page. The net premium allocation specified in the application will remain in effect until changed by any later written election satisfactory to us and received at our Principal Administrative Office. Any change in the allocation specified in the application will be subject to the allocation limitations stated on the Schedule Page. THE SEPARATE ACCOUNT The Separate Account shown on the Schedule Page is a separate investment account. The Separate Account has several divisions. Each division invests in shares of an investment fund. The divisions and the investment funds available to the Owner are shown on the Schedule Page. The values of the assets in the divisions are variable and are not guaranteed. They depend on the investment results of the Separate Account shown on the Schedule Page. We own the assets of the Separate Account. Those assets will be used only to support variable life insurance policies. A portion of the assets equal to the reserves and other liabilities of the Separate Account will not be charged with liabilities that arise from any other business we may conduct. However, we may transfer assets that exceed the reserves and other liabilities of the Separate Account to our general account. Income, gains, and losses, whether or not realized, from each division of the Separate Account are credited to or charged against that division without regard to any of our other income, gains, or losses. CHANGES IN THE We have the right to establish additional SEPARATE ACCOUNT divisions of the Separate Account, and to establish other investment options, from time to time. Amounts credited to any additional divisions established would be invested in shares of other Funds. For any division, we have the right to substitute new Funds or merge existing Funds. We also have the right to eliminate any existing division of the Separate Account or any other investment option. -8- -9- Subject to applicable provisions of federal securities laws, we have the right to change the investment policy of any division of the Separate Account subject to the approval of the insurance supervisory official of the state of domicile of MML Bay State. If required, the process for obtaining approval of a material change from the applicable regulatory authority will be filed with the insurance supervisory official of the state where this policy with rider is delivered. Further, if required, we will notify the Owner if the applicable regulatory authority approves any material change. We reserve the right to operate the Separate Account as a managed investment company under the Investment Company Act of 1940 or in any other form permitted by law. ACCUMULATION UNITS Accumulation units are used to measure the variable account value of this certificate with rider. The value of a unit is determined as of the Valuation Time on each Valuation Date for valuation of the Separate Account. The value of any unit can vary from Valuation Date to Valuation Date. That value reflects the investment performance of the division of the Separate Account applicable to that unit. PURCHASE AND SALE OF Accumulation units will be purchased or sold at ACCUMULATION UNITS the unit value as of the Valuation Time on the Valuation Date of purchase or sale. Accumulation unit value is discussed in Part 7. EXAMPLE: The amount applied is $550. The date of purchase is June 10, 19X4. The accumulation unit value on that date is $10. The number of units purchased would be 55 ($550 divided by $10 = 55). If, instead, the unit value was $11, then the amount applied would purchase 50 units ($550 divided by $11 = 50). If we receive a premium or a written request that causes us to purchase or sell accumulation units, and we receive that premium or request before the Valuation Time on a Valuation Date, accumulation units will be purchased or sold as of that Valuation Date. Otherwise, accumulation units will be purchased or sold as of the next following Valuation Date. At the Owner's request, we will purchase or sell accumulation units as of a later Valuation Date. ACCOUNT VALUE OF The account value of this certificate with rider CERTIFICATE WITH RIDER on any date is the variable account value of the certificate with rider plus the fixed account value of the certificate with rider, both determined as of that date. VARIABLE ACCOUNT The variable account value of this certificate VALUE OF CERTIFICATE with rider reflects: WITH RIDER . The net premiums allocated to the Separate Account for this certificate with rider; . Any amounts transferred into the Separate Account for this certificate with rider from the Guaranteed Principal Account; . Any amounts transferred and withdrawn from the Separate Account for this certificate with rider; . Any monthly charges deducted from the Separate Account for this certificate with rider; and . The net investment experience of the Separate Account for this certificate with rider. Net premiums, transfers, withdrawals, and monthly deductions are all reflected in the variable account value through the purchase or sale of accumulation units. The net investment experience is reflected in the value of the accumulation units. Net premiums and monthly deductions are discussed in this Part 3. Transfers and withdrawals are discussed in Part 4. The value of this certificate with rider's accumulation units in a division of the Separate Account is equal to the accumulation unit value in that division on the date the value is determined, multiplied by the number of those units in that division. How accumulation unit values are determined is discussed in Part 7. The variable account value of this certificate with rider on any date is the total of the values on that date of this certificate with rider's accumulation units in each division of the Separate Account. FIXED ACCOUNT VALUE The fixed account value of this certificate with OF CERTIFICATE WITH rider is the accumulation at interest of: RIDER . The net premiums allocated to the Guaranteed Principal Account for this certificate with rider; plus . Any amounts transferred into the Guaranteed Principal Account for this certificate with rider from the Separate Account; less . Any amounts transferred and withdrawn from the Guaranteed Principal Account for this certificate with rider; and less . Any monthly charges deducted from the Guaranteed Principal Account for this certificate with rider. THE GUARANTEED The Guaranteed Principal Account, also referred PRINCIPAL ACCOUNT to as the fixed account, is part of our general investment account. It has no connection with, and does not depend on, the investment performance of the Separate Account. We have the right to establish additional guaranteed principal accounts from time to time. INTEREST ON FIXED The fixed account value of this certificate with ACCOUNT VALUE rider earns interest at a rate not less than the minimum annual interest rate for the Guaranteed Principal Account shown in the Basis Of Computation section on the Schedule Page. Interest is earned daily. For any fixed account value equal to any certificate with rider loan, the interest rate we use will be the daily equivalent of the loan interest rate less a declared charge which is guaranteed not to exceed 1.25% annually. For any fixed account value in excess of an amount equal to any certificate with rider loan, the interest rate we use will be the daily equivalent of a rate declared by us. MONTHLY CHARGES Monthly charges will be deducted from the account value of this certificate with rider. These charges are due on each Monthly Calculation Date. Monthly charges will be taken from the Guaranteed Principal Account until exhausted and then from the divisions of the Separate Account in proportion to the values of this certificate with rider in each of those divisions. For each Monthly Calculation Date, deductions will be made, and values will be determined, on the Valuation Date which is on, or next follows, the latest of: . The date we receive the initial premium for the Certificate; . The Monthly Calculation Date; and . The date we receive the amount of premium needed to prevent termination in accordance with the GRACE PERIOD AND TERMINATION provision in this Part. Deductions from the Separate Account are made by selling accumulation units at their value on the Valuation Date determined above. -10- - 11 - We assess monthly charges of three types: 1. ADMINISTRATIVE CHARGE. The amount of this charge will be determined by us. In no case, however, will it be greater than the maximum charge shown in the Other Information section of the Schedule Page. 2. MORTALITY CHARGE. The amount of this charge will be determined by us. The maximum monthly mortality charges for each $1,000 of insurance that requires a charge are shown in the Table Of Maximum Monthly Mortality Charges of this certificate with rider. We have the right to charge less than the maximum charges shown in the Table. Any change in these charges will apply to all individuals who are in the same class. The amount of insurance that requires a charge is determined as follows. This computation is made as of the date the charge is deducted. All amounts are computed as of that date. a. We compute the account value after all additions and deductions other than the deduction of the mortality charge. b. We determine the amount of benefit under the Death Benefit Option in effect (as discussed in the DEATH BENEFIT OPTIONS provision in Part 5). The Minimum Face Amount used here is based on the account value computed in (a) above. c. We divide the amount of benefit determined in (b) above by an amount equal to 1 plus the monthly equivalent (expressed as a decimal fraction) of the minimum annual interest rate for the Guaranteed Principal Account shown in the Basis Of Computation section on the Schedule Page of the certificate with rider. d. We subtract the account value, as computed in (a) above, from the amount determined in (c) above. The result is the amount of insurance that requires a charge. 3. RIDER CHARGE. The monthly charges for any rider are shown in a table of charges for that rider. GRACE PERIOD If the account value less any certificate with rider debt is not AND enough to pay the monthly charges due on a Monthly Calculation TERMINATION Date, we allow a grace period for payment of the amount of premium needed to increase the account value so that the monthly deduction can be made. This grace period begins on the date the deduction is due. It ends 61 days after that date or, if later, 30 days after we have mailed a written notice to the Owner at the last known address shown on our records. This notice will state the amount required to increase the account value to cover the charges. During the grace period, this certificate with rider will continue in force. The certificate with rider will terminate without value if we do not receive payment of the required amount by the end of the grace period. PART 4. LIFE BENEFITS Life insurance provides a death benefit if the Insured dies while the certificate with rider is in force. There are also rights and benefits that are available before the Insured dies. These "Life Benefits" are discussed in this Part. CERTIFICATE WITH RIDER OWNERSHIP RIGHTS OF While the Insured is living, the Owner may exercise all rights OWNER given by this certificate with rider or allowed by us. These rights include assigning the certificate with rider, changing Beneficiaries, changing Ownership, enjoying all certificate with rider benefits and exercising all certificate with rider options. The consent of any Irrevocable Beneficiary is needed to exercise any certificate with rider right except the right to reinstate this certificate with rider after termination. ASSIGNING THE A certificate with rider may be assigned with our consent. But CERTIFICATE for any assignment to be binding on us, we must receive a signed WITH RIDER copy of it at our Principal Administrative Office. We will not be responsible for the validity of any assignment. Once we receive a signed copy of and give our consent to an assignment, the rights of the Owner and the interest of any Beneficiary or any other person will be subject to the assignment. An assignment is subject to any certificate with rider debt. See "Borrowing On This Certificate With Rider" in this Part for a discussion of certificate with rider debt. CHANGING THE The Owner or any Beneficiary may be changed during the Insured's OWNER OR lifetime. We do not limit the number of changes that may be made. BENEFICIARY To make a change, a written request satisfactory to us must be received at our Principal Administrative Office. The change will take effect as of the date the request is signed, even if the Insured dies before we receive it. Each change will be subject to any payment we made or other action we took before receiving the request. TRANSFERS OF Transfers of a certificate with rider's values are subject to the VALUES limitations stated on the Schedule Page. Subject to those limitations, transfers may be made upon written direction satisfactory to us received at our Principal Administrative Office. These transfers are: . Transfers of values between divisions of the Separate Account. These transfers will be made by selling all or part of the accumulation units in a division and applying the value of the units sold to purchase units in any other division. . Transfers of values from one or more divisions of the Separate Account to the Guaranteed Principal Account. These transfers will be made by selling all or part of the accumulation units in a division and applying the value of the units sold to the Guaranteed Principal Account. . Transfers of values from the Guaranteed Principal Account to one or more divisions of the Separate Account. These transfers will be made by applying all or part of the value in the Guaranteed Principal Account to purchase accumulation units in one or more divisions of the Separate Account. Transfers will be as of the Valuation Date specified in the PURCHASE AND SALE OF ACCUMULATION UNITS provision in Part 3. All transfers made on one Valuation Date will be considered one transfer. SURRENDERING THIS CERTIFICATE WITH RIDER AND MAKING WITHDRAWALS RIGHT TO This certificate with rider may be fully surrendered for its cash SURRENDER surrender value at any time while the Insured is living. Surrender will be effective on the date we receive this certificate with rider and a written surrender request satisfactory to us at our Principal Administrative Office. A later effective date may be elected in the surrender request. - 12 - - 13 - CASH SURRENDER The cash surrender value of this certificate with rider is equal VALUE to the account value less any certificate with rider debt. MAKING A withdrawal may also be referred to as a partial surrender. WITHDRAWALS While the Insured is living, withdrawals may be made from a certificate with rider as of any Monthly Calculation Date after six months from the Certificate Date. The request for a withdrawal must be written and satisfactory to us. It must state the Account (or Accounts) from which the withdrawal will be made. For any withdrawal from the Separate Account, the request must also state the division (or divisions) from which the withdrawal will be made. The amount of a withdrawal includes the withdrawal charge that applies. Withdrawals from the Guaranteed Principal Account will be made by reducing the value in that Account to provide the amount of the withdrawal. Withdrawals from a division (or divisions) of the Separate Account will be made by selling a sufficient number of accumulation units to provide the amount of the withdrawal. Each withdrawal will be subject to the following rules: . The minimum amount of a withdrawal is $500; . A withdrawal charge of up to 2% of the amount of the withdrawal, but not more than $25, will be deducted from the amount of the withdrawal; and . An amount equal to certificate with rider debt plus one plus the number of Monthly Calculation Dates remaining in the Modal Term multiplied by the most recent monthly charge made for the certificate with rider must remain in the Guaranteed Principal Account; and . The maximum total withdrawal amount cannot exceed the account value less certificate with rider debt less one plus the number of Monthly Calculation Dates remaining in the Modal Term multiplied by the most recent monthly charge made for the certificate with rider. Unless we receive evidence of insurability satisfactory to us, the Selected Face Amount for the current Certificate Year will be reduced upon withdrawal as needed to prevent an increase in the amount of insurance that requires a charge. A new Schedule Page will be sent to the Owner to reflect these changes. EXAMPLE: You make a withdrawal without furnishing us satisfactory evidence of insurability. Just before the withdrawal, your certificate with rider has a Selected Face Amount of $50,000and an account value of $20,000. The Minimum Face Amount Percentage for the current Certificate Year is 200%. Under Death Benefit Option A, the amount of insurance that requires a charge is $50,000 minus $20,000, or $30,000. If you make a withdrawal of $5,000, the account value would be reduced to $15,000. The amount of insurance that requires a charge would otherwise be increased to $35,000 ($50,000 -$15,000). However, the Selected Face Amount will be reduced instead to $45,000 and the amount of insurance that requires a charge will remain $30,000. (For simplicity, in this example the minimum annual interest rate is assumed to be zero.) HOW WE PAY Any withdrawal made will be paid in one sum. However, if the entire certificate with rider is fully surrendered, the cash surrender value may be paid in one sum, or it may be applied under any payment option elected. See Part 6. We may delay paying any full surrender or withdrawal value from the Guaranteed Principal Account for up to six months from the date the request (and the certificate with rider, if needed) is received at our Principal Administrative Office. We may delay paying any full surrender or withdrawal value from the Separate Account during any period that: . The New York Stock Exchange (or its successor) is closed, except for normal weekend or holiday closings, or trading is restricted; or . The Securities and Exchange Commission (or its successor) determines that a state of emergency exists; or . The Securities and Exchange Commission (or its successor) permits us to delay payment for the protection of our certificate with rider owners; or . We are permitted by state law to delay such payment. If payment is delayed for 30 days or more, interest will be added. The amount of interest will be the same as would be paid for the same period of time under Option D of the payment options. See Part 6 for a description of Option D. BORROWING ON THIS CERTIFICATE WITH RIDER RIGHT TO MAKE Loans can be made on this certificate with rider at any time LOANS after six months from the Certificate Date while the Insured is living. However, the certificate with rider must be properly assigned to us before the loan is made. No other collateral is needed. We refer to all outstanding loans plus accrued interest as "certificate with rider debt." EFFECT OF A loan is attributed to each division of the Separate Account and LOAN to the Guaranteed Principal Account in proportion to the values of the certificate with rider in each of those divisions and in the Guaranteed Principal Account (excluding any outstanding certificate with rider debt plus an amount equal to one plus the number of Monthly Calculation Dates remaining in the Modal Term multiplied by the most recent monthly charge made for the certificate with rider) at the time of the loan. The amount of the loan attributed to each division of the Separate Account will be transferred to the Guaranteed Principal Account. Any such transfer is made by selling accumulation units in the division and applying the value of those units to the Guaranteed Principal Account on the date the loan is made. Any interest added to the loan will be treated as a new loan under this provision. The amount equal to any outstanding certificate with rider loans will be held in the Guaranteed Principal Account, and will earn interest as described in the INTEREST ON FIXED ACCOUNT VALUE provision. MAXIMUM LOAN For this certificate with rider, the maximum amount that can be AVAILABLE borrowed on any date is equal to: . 90% of this certificate with rider's account value on that date; less . Any outstanding certificate with rider debt; less . Interest on the loan being made and on any outstanding certificate debt to the next Certificate Anniversary Date; less . An amount equal to one plus the number of Monthly Calculation Dates remaining in the Modal Term multiplied by the most recent monthly charge made for the certificate with rider. INTEREST Interest is not due in advance. This interest accrues (builds up) each day and becomes part of the certificate with rider debt as it accrues. Interest is due on each Certificate With rider Anniversary Date. If interest is not paid when due, it will be added to the loan and will bear interest at the rate payable on the loan. EXAMPLE: You have a loan of $1,000. The interest due on the Certificate Anniversary Date is $60. If it is not paid on that date, we will add it to the existing loan. The loan will - 14 - - 15 - then be $1,060 and interest will be charged on this amount from then on. The type of interest rate on any loan is elected by the Employer and is shown on the Schedule Page of this certificate with rider. CERTIFICATE Certificate with rider debt (including accrued interest) may not WITH RIDER equal or exceed the certificate with rider's account value. If DEBT LIMIT this limit is reached, we can terminate this certificate with rider. To terminate for this reason we must mail written notice to the Owner and any assignee shown on our records at their last known addresses. This notice will state an amount that will bring the certificate with rider debt back within the limit. If we do not receive payment within 30 days after the date we mailed the notice, this certificate with rider will terminate without value at the end of those 30 days. REPAYMENT OF CERTIFICATE All or part of any certificate with rider debt may be repaid at WITH RIDER any time while this certificate with rider is in force and the DEBT Insured is living. Any repayment of certificate with rider debt will result in the transfer of certificate with rider values equal to the repayment out of the Guaranteed Principal Account and the application of those values to each division of the Separate Account and to the Guaranteed Principal Account in proportion to the values of this certificate with rider in each of those divisions and in the Guaranteed Principal Account (excluding any outstanding certificate with rider loans) at the time of the repayment. OTHER BORROWING We may delay the granting of any loan amount attributable to the RULES Guaranteed Principal Account for up to six months. We may delay the granting of any loan amount attributable to the Separate Account during any period that: . The New York Stock Exchange (or its successor) is closed, except for normal weekend or holiday closings, or trading is restricted; or . The Securities and Exchange Commission (or its successor) determines that a state of emergency exists; or . The Securities and Exchange Commission (or its successor) permits us to delay payment for the protection of our certificate with rider owners; or . We are permitted by state law to delay such payment. REINSTATING THIS CERTIFICATE WITH RIDER WHEN After this certificate with rider has terminated, it may be REINSTATEMENT reinstated - that is, put back in force. However, the certificate CAN BE MADE with rider cannot be reinstated if it has been fully surrendered for its cash surrender value. Reinstatement must be made within 5 years after the date of termination and during the Insured's lifetime. REQUIREMENTS Evidence of insurability satisfactory to us is required to TO REINSTATE reinstate. A premium is also required as a cost to reinstate. That premium must be no less than the amount necessary to produce a certificate with rider account value equal to three times the monthly charges due on the Monthly Calculation Date which is on, or next follows, the date of reinstatement. CHANGES IN THE SELECTED FACE AMOUNT INCREASES IN While this certificate with rider is in force, the Selected Face THE SELECTED Amount may be increased upon written application. Evidence of FACE AMOUNT insurability, satisfactory to us, may be required for each increase. Any increase must be for at least $5,000, unless we establish a lower minimum. A lower minimum may be established by the Employer and us in the Participation Agreement. Any increase in the Selected Face Amount will be effective on the Monthly Calculation Date which is on, or next follows, the later of: . The date 15 days after a written request for such change has been received and approved by us; or . The requested effective date of the change. Mortality charges for each increase are determined and deducted from the certificate with rider's account value in accordance with the MONTHLY CHARGES provision. These charges will be deducted from the certificate with rider's account value beginning on the effective date of the increase. LIMITATIONS ON No increase in the Selected Face Amount can become effective INCREASES after the Certificate Anniversary Date after the Insured's 75th birthday. EVIDENCE OF If the Selected Face Amount is increased we will send an amended INCREASES Schedule Page reflecting that increase. However, we have the right to require that this certificate with rider be sent to us so that the increase can be made. DECREASES IN While this certificate with rider is in force, the Selected Face THE SELECTED Amount may be decreased upon written application satisfactory to FACE AMOUNT us. The resulting Selected Face Amount after decrease must be at least $50,000. Any requested decrease in the Selected Face Amount will be effective on the Monthly Calculation Date which is on, or next follows, the later of: . The date 15 days after a written request for such change has been received and approved by us; or . The requested effective date of the change. A requested decrease in the Selected Face Amount is allowed only once per Certificate Year. RIGHT TO AMEND AMENDING THIS This certificate with rider may be amended from time to time as CERTIFICATE may be required to meet the definition of "life insurance" under WITH RIDER the Internal Revenue Code. In particular, if the Minimum Face Amount of the certificate with rider is less than that required for the certificate with rider to be considered "life insurance," the Minimum Face Amount may be increased. The amount of the increase cannot be more than that needed to qualify the certificate with rider as "life insurance." Evidence of insurability is not needed to amend this certificate with rider in accordance with this provision. However, a written request to amend will be required. A cost to amend may also be required. No amendment will become effective until the written request satisfactory to us is received at our Principal Administrative Office and any required cost has been paid. - 16 - - 17 - REPORTS TO OWNER ANNUAL REPORT Each year, within 30 days after the Certificate Anniversary Date, we will mail a report to the Owner. There will be no charge for this report. This report will show the account value at the beginning of the previous Certificate Year and all premiums paid since that time. It will also show the additions to, and deductions from, the account value during that Year, and the account value, death benefit, cash surrender value, and certificate with rider debt as of the last Certificate Anniversary Date. This report will also include any additional information required by applicable law or regulation. ILLUSTRATIVE In addition to the annual report, we will, upon request after the REPORT first Certificate Year, send an illustrative report of projected values to the Owner. We will not charge a fee for providing an illustrative report on an annual basis. However, if the Owner requests illustrative reports more frequently, we may charge a reasonable fee, but only for those additional reports. PART 5. THE DEATH BENEFIT The death benefit is the amount of money we will pay when we receive due proof at our Principal Administrative Office that the Insured died while the certificate with rider was in force. We discuss the death benefit in this Part. AMOUNT OF If the Insured dies while this certificate with rider is in DEATH BENEFIT force, the death benefit will be the amount of benefit provided by the Death Benefit Option in effect on the date of death, with these adjustments: . We add the part of any monthly charge that applies to a period beyond the date of death; and . We deduct: . Any certificate with rider debt outstanding on the date of death; and . Any unpaid monthly charges to the date of death. DEATH BENEFIT Two Death Benefit Options, described below, are available under OPTIONS this certificate with rider. The Death Benefit Option and the Selected Face Amount are shown on the Schedule Page of the certificate with rider. The Minimum Face Amount is discussed in the next provision. DEATH BENEFIT OPTION A - Under this Option, the amount of benefit is the greater of: . The Selected Face Amount in effect on the date of death; and . The Minimum Face Amount in effect on the date of death. DEATH BENEFIT OPTION B - Under this Option, the amount of benefit is the greater of: . The Selected Face Amount in effect on the date of death plus the certificate with rider's account value on the date of death; and . The Minimum Face Amount in effect on the date of death. MINIMUM FACE In order to qualify as life insurance under the federal tax laws AMOUNT in effect on the Issue Date of a certificate with rider, the certificate with rider has a Minimum Face Amount. The Minimum Face Amount on any date is a percentage of the certificate with rider's account value on that date. The percentage for each Certificate Year is shown in the Table Of Minimum Face Amount Percentages in this certificate with rider. EXAMPLE: The Minimum Face Amount is determined on June 10, 19X1. The account value on that date is $50,000. The last Certificate Anniversary Date was May 2, 19X1. If the applicable Minimum Face Amount Percentage for the Certificate Year beginning May 2, 19X1 is 280%, then the Minimum Face Amount is 280% of $50,000, or $140,000. CHANGES IN THE While this certificate with rider is in force, the Death Benefit DEATH BENEFIT Option may be changed by the Owner's written request. Any change OPTION from Death Benefit Option A to Death Benefit Option B will require evidence of insurability satisfactory to us. Any change in the Death Benefit Option will take effect on the Certificate Anniversary Date on, or next following, the later of: . The date 15 days after a written request for such change has been received and approved by us; or . The requested effective date of the change. WHEN WE PAY The death benefit will be paid within seven days after the date we receive due proof of the Insured's death, and any other requirements necessary for us to make payment, at our Principal Administrative Office. However, we may delay payment of the death benefit during any period that: . The New York Stock Exchange (or its successor) is closed, except for normal weekend or holiday closings, or trading is restricted; or . The Securities and Exchange Commission (or its successor) determines that a state of emergency exists; or . The Securities and Exchange Commission (or its successor) permits us to delay payment for the protection of our certificate with rider owners; or . We are permitted by state law to delay such payment. INTEREST ON If the death benefit is paid in one sum, we will add interest DEATH BENEFIT from the date of death to the date of payment. The amount of interest will be the same as would be paid under Option D of the payment options for that period of time but not less than that required by law. See Part 6 for a description of Option D. If the death benefit is applied under a payment option, interest will be paid from the date of death to the effective date of that option. It will be paid in one sum to the Beneficiary living on that effective date. The amount of interest will be the same as would be paid under Option D for that period of time but not less than that required by law. SUICIDE Except for any increases in the Selected Face Amount applied for EXCLUSION after the Issue Date of the certificate, we will pay a limited death benefit if the Insured commits suicide, while sane or insane, within two years from the Issue Date and while this certificate with rider is in force. The limited death benefit will be the amount of premiums paid for this certificate with rider, less any certificate with rider debt and amounts withdrawn. For any increases in the Selected Face Amount applied for after the Issue Date of the certificate, we will pay a limited death benefit if the Insured commits suicide, while sane or insane, within two years from the effective date of the increase and while it is in force. The limited death benefit will be the monthly deductions made for that increase. However, if the limited death benefit as described in the preceding paragraph is payable, there will be no death benefit for the increase. Any limited death benefit will be paid in one sum to the Beneficiary. - 18 - - 19 - PART 6. PAYMENT OPTIONS These are Optional Methods Of Settlement. They provide alternate ways in which payment can be made. AVAILABILITY All or part of the death benefit or cash surrender value may be OF OPTIONS applied under any payment option. If this certificate with rider is assigned, any amount due to the assignee will be paid in one sum. The balance, if any, may be applied under any payment option. MINIMUM If the amount to be applied under any option for any one person AMOUNTS is less than $2,000, we may pay that amount in one sum instead. If the payments under any option come to less than $20 each, we have the right to make payments at less frequent intervals. DESCRIPTION OF Our payment options are described below. Any other payment option OPTIONS agreed to by us may be elected. The payment options are described in terms of monthly payments. Annual, semiannual, or quarterly payments may be requested instead. The amount of these payments will be determined in a way which is consistent with monthly payments and will be quoted on request. OPTION A FIXED AMOUNT PAYMENT OPTION. Each monthly payment will be for an agreed fixed amount. The amount of each payment may not be less than $10 for each $1,000 applied. Interest will be credited each month on the unpaid balance and added to it. This interest will be at a rate determined by us, but not less than the equivalent of 3% per year. Payments continue until the amount we hold runs out. The last payment will be for the balance only. OPTION B FIXED TIME PAYMENT OPTION. Equal monthly payments will be made for any period selected, up to 30 years. The amount of each payment depends on the total amount applied, the period selected and the monthly payment rates we are using when the first payment is due. The rate of any payment will not be less than shown in the Option B Table.
------------------------------------------------------------ OPTION B TABLE MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED MONTHLY MONTHLY YEARS PAYMENT YEARS PAYMENT 1 $84.47 16 $6.53 2 42.86 17 6.23 3 28.99 18 5.96 4 22.06 19 5.73 5 17.91 20 5.51 6 15.14 21 5.32 7 13.16 22 5.15 8 11.68 23 4.99 9 10.53 24 4.84 10 9.61 25 4.71 11 8.86 26 4.59 12 8.24 27 4.47 13 7.71 28 4.37 14 7.26 29 4.27 15 6.87 30 4.18 For quarterly payment, multiply by 2.993. For semiannual payment, multiply by 5.963. For annual payment, multiply by 11.839. ------------------------------------------------------------
-20- -21- OPTION C LIFETIME PAYMENT OPTION. Equal monthly payments are based on the life of a named person. Payments will continue for the lifetime of that person. The three variations are: (1) PAYMENTS FOR LIFE ONLY. No specific number of payments is guaranteed. Payments stop when the named person dies. (2) PAYMENTS GUARANTEED FOR AMOUNT APPLIED. Payments stop when they equal the amount applied or when the named person dies, whichever is later. (3) PAYMENTS GUARANTEED FOR 5, 10 OR 20 YEARS. Payments stop at the end of the selected guaranteed period or when the named person dies, whichever is later. The Option C Table shows the minimum monthly payment for each $1,000 applied. The actual payments will be based on the monthly payment rates we are using when the first payment is due. They will not be less than shown in the Table.
------------------------------------------------------------ OPTION C TABLE MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED PAYMENTS PAYMENTS GUARANTEED FOR AGE* FOR LIFE AMOUNT 5 10 20 ONLY APPLIED YEARS YEARS YEARS 40 $3.30 $3.25 $3.29 $3.28 $3.27 45 3.47 3.41 3.46 3.45 3.43 50 3.69 3.60 3.68 3.67 3.62 55 3.96 3.83 3.95 3.93 3.85 60 4.31 4.13 4.30 4.27 4.14 65 4.77 4.49 4.75 4.70 4.44 70 5.41 4.96 5.38 5.26 4.77 75 6.30 5.56 6.21 5.96 5.07 80 7.50 6.31 7.30 6.77 5.30 85 9.16 7.29 8.72 7.64 5.43 * Age on birthday nearest due date of the first payment. Monthly payment rates for ages not shown will be furnished on request. Monthly payment rates for ages over 85 are the same as those for 85. ------------------------------------------------------------
OPTION D INTEREST PAYMENT OPTION. We will hold any amount applied under this option. Interest on the unpaid balance will be paid each month at a rate determined by us. This rate will be not less than the equivalent of 3% per year. OPTION E JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the lives of two named persons. While both are living, one payment will be made each month. When one dies, the same payment will continue for the lifetime of the other. The two variations are: (1) PAYMENTS FOR TWO LIVES ONLY. No specific number of payments is guaranteed. Payments stop when both named persons have died. (2) PAYMENTS GUARANTEED FOR 10 YEARS. Payments stop at the end of 10 years, or when both named persons have died, whichever is later. The Option E Table shows the minimum monthly payment for each $1,000 applied. The actual payments will be based on the monthly payment rates we are using when the first payment is due. They will not be less than shown in the Table.
------------------------------------------------------------ OPTION E TABLE MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED PAYMENTS FOR TWO LIVES ONLY AGE* 55 60 65 70 75 80 55 $3.53 $3.64 $3.72 $3.80 $3.85 $3.89 60 3.64 3.78 3.91 4.03 4.12 4.18 65 3.72 3.91 4.10 4.27 4.42 4.54 70 3.80 4.03 4.27 4.52 4.76 4.97 75 3.85 4.12 4.42 4.76 5.11 5.44 80 3.89 4.18 4.54 4.97 5.44 5.92 85 3.91 4.23 4.63 5.12 5.71 6.36 PAYMENTS GUARANTEED FOR 10 YEARS AGE* 55 60 65 70 75 80 55 $3.52 $3.63 $3.71 $3.79 $3.84 $3.88 60 3.63 3.77 3.90 4.02 4.11 4.17 65 3.71 3.90 4.09 4.26 4.41 4.53 70 3.79 4.02 4.26 4.51 4.75 4.94 75 3.84 4.11 4.41 4.75 5.08 5.38 80 3.88 4.17 4.53 4.94 5.38 5.82 85 3.90 4.22 4.61 5.08 5.62 6.19 * Age on birthday nearest the due date of the first payment. Monthly payment rates for ages not shown will be furnished on request. Monthly payment rates for ages over 85 are the same as those for 85. ------------------------------------------------------------
-22- -23- OPTION F JOINT LIFETIME PAYMENT OPTION WITH REDUCED PAYMENTS. Monthly payments are based on the lives of two named persons. Payments will continue while both are living. When one dies, payments are reduced by one-third and will continue for the lifetime of the other. Payments stop when both persons have died. The Option F Table shows the minimum monthly payment for each $1,000 applied. The actual payments will be based on the monthly payment rates we are using when the first payment is due. They will not be less than shown in the Table.
- -------------------------------------------------------------------------------- OPTION F TABLE MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED AGE* 55 60 65 70 75 80 55 $3.80 $3.94 $4.10 $4.28 $4.47 $4.66 60 3.94 4.11 4.30 4.51 4.73 4.96 65 4.10 4.30 4.52 4.77 5.05 5.33 70 4.28 4.51 4.77 5.08 5.42 5.77 75 4.47 4.73 5.05 5.42 5.85 6.30 80 4.66 4.96 5.33 5.77 6.30 6.88 85 4.86 5.19 5.61 6.13 6.77 7.51 * Age on birthday nearest the due date of the first payment. Monthly payment rates for ages not shown will be furnished on request. Monthly Payment rates for ages over 85 are the same as those for 85 - --------------------------------------------------------------------------------
ELECTING A PAYMENT To elect any option, we require that a written request, OPTION satisfactory to us, be received at our Principal Administrative Office. The Owner may elect an option during the Insured's lifetime. If the death benefit is payable in one sum when the Insured dies, the Beneficiary may elect an option with our consent. Options for any amount payable to an association, corporation, partnership or fiduciary are available with our consent. However, a corporation or partnership may apply any amount payable to it under Option C, E, or F if the option payments are based on the life or lives of the Insured, the Insured's spouse, any child of the Insured, or any other person agreed to by us. EFFECTIVE DATE AND The effective date of an option is the date the amount PAYMENT DATES is applied under that option. For a death benefit, this is the date that due proof of the Insured's death is received at our Principal Administrative Office. For the cash surrender value, it is the effective date of surrender. The first payment is due on the effective date, except the first payment under Option D is due one month later. A later date for the first payment may be requested in the payment option election. All payment dates will fall on the same day of the month as the first one. No payment will become due until a payment date. No part payment will be made for any period shorter than the time between payment dates. EXAMPLE: Monthly payments of $100 are being made to your son on the 1st of each month. He dies on the 10th. No part payment is due your son or his estate for the period between the 1st and the 10th. WITHDRAWALS AND If provided in the payment option election, all CHANGES or part of the unpaid balance under Options A or D may be withdrawn or applied under any other option. If the cash surrender value is applied under Option A or D, we may delay payment of any withdrawal for up to six months. Interest at the rate in effect for Option D during this period will be paid on the amount withdrawn. INCOME PROTECTION To the extent permitted by law, each option payment and any withdrawal shall be free from legal process and the claim of any creditor of the person entitled to them. No option payment and no amount held under an option can be taken or assigned in advance of its payment date, unless the Owner's written consent is given before the Insured dies. This consent must be received at our Principal Administrative Office. Part 7. Notes On Our Computations NET INVESTMENT FACTOR This Part covers some technical points about this certificate with rider. The Net Investment Factor for each division of the Separate Account is determined by dividing A by B and subtracting C where: . A equals: . the net asset value per share of each Fund held by a Division for the current Valuation Period; plus . any dividend per share declared on behalf of such Fund that has an ex- dividend date within the current Valuation Period; less . the cumulative charge or credit for taxes reserved which is determined by us to have resulted from the operation or maintenance of the Division; and . B equals the net asset value per share of the Fund held by the Division for the immediately preceding Valuation Period; and . C equals the cumulative unpaid charge for the net investment factor asset charge shown on the Schedule Page of this certificate with rider. ACCUMULATION UNIT The value of an accumulation unit in each division was VALUE set at $1.00000000 on the first Valuation Date selected by us. The value on any Valuation Date thereafter is equal to the product of the Net Investment Factor for that division for the Valuation Period which includes that Date and the accumulation unit value on the preceding Valuation Date. The Accumulation Unit Value may increase or decrease from Valuation Period to Valuation Period. ADJUSTMENTS OF UNITS We have the right to split or consolidate the number of AND VALUES accumulation units credited to the certificate with rider, with a corresponding increase or decrease in the unit values. We may exercise this right whenever we consider an adjustment of units to be desirable. However, strict equity will be preserved in making any adjustment. No adjustment will have any material effect on the benefits, provisions or investment return of the certificate with rider, or on the Owner, Insured, any Beneficiary, any assignee or other person, or on us. BASIS OF COMPUTATION The Basis Of Computation is the mortality table and interest rate we use to determine: . The maximum monthly mortality charges; -24- -25- . The minimum annual interest earned on the fixed account value of the certificate with rider; and . The minimum payments under Payment Options C, E, and F. The Basis Of Computation for the cash surrender values, for the maximum monthly mortality charges,and for the minimum interest earned on the fixed account value of this certificate with rider is shown on the Schedule Page. The mortality table specified on the Schedule Page applies to amounts in a standard underwriting classification. We reserve the right to make appropriate modifications to this table for any amount which is not in a standard underwriting classification. In computing the minimum payments under Payment Options C, E, and F, we use mortality rates from the 1983 Table "a" with Projection G for 30 years and with rates set back five years. The interest used is at an annual rate of 3%. METHOD OF COMPUTING When required by the state where the Group Flexible VALUES Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider was delivered, we filed a detailed statement of the method we use to compute the Policy Rider benefits and values. These benefits and values are not less than those required by the laws of that state.
WHERE TO FIND IT PAGE NO. PART 1. The Basics Of This Certificate With Rider............. 4 The Parties Involved......................................... 4 Insurer..................................................... 4 Policy With Riderholder..................................... 4 Employer.................................................... 4 Owner....................................................... 4 Insured..................................................... 4 Beneficiary................................................. 4 Irrevocable Beneficiary 4 Dates - Certificate Date, Certificate Anniversary Date, Certificate Year, Rider Add-On Date, Issue Date, Paid-Up Certificate Date, Monthly Calculation Date, Valuation Date, Valuation Period, Valuation Time 4 Entire Contract............................................. 5 Continuation Of Insurance................................... 5 Certificate With Rider Is Not Participating................. 5 Representations And Contestability.......................... 6 Misstatement Of Age......................................... 6 Meaning Of In Force......................................... 6 Principal Administrative Office............................. 6 PART 2. Premium Payments..................................... 7 Minimum Initial Premium..................................... 7 Modal Term.................................................. 7 Modal Term Premium.......................................... 7 Premium Flexibility And Premium Notices..................... 7 Where To Pay Premiums....................................... 7 Right To Refund Premiums.................................... 7 PART 3. Accounts, Values, And Charges........................ 7 Net Premium................................................. 8 Allocation Of Net Premiums.................................. 8 The Separate Account........................................ 8 Changes In The Separate Account............................. 8 Accumulation Units.......................................... 9 Purchase And Sale Of Accumulation Units..................... 9 Account Value Of Certificate With Rider..................... 9 Variable Account Value Of Certificate With Rider............ 9 Fixed Account Value Of Certificate With Rider............... 10 The Guaranteed Principal Account............................ 10 Interest On Fixed Account Value............................. 10 Monthly Charges............................................. 10 Grace Period And Termination................................ 11 PART 4. Life Benefits........................................ 11 Certificate With Rider Ownership............................. 12 Rights Of Owner............................................. 12 Assigning This Certificate With Rider....................... 12 Changing The Owner Or Beneficiary........................... 12 Transfers Of Values......................................... 12 Surrendering This Certificate With Rider And Making Withdrawals.......................................... 12 Right To Surrender.......................................... 12 Cash Surrender Value........................................ 13 Making Withdrawals.......................................... 13 How We Pay.................................................. 13 Borrowing On This Certificate With Rider..................... 14 Right To Make Loans......................................... 14 Effect Of Loan.............................................. 14 Maximum Loan Available...................................... 14 Interest.................................................... 15 Certificate With Rider Debt Limit........................... 15 Repayment Of Certificate With Rider Debt.................... 15 Other Borrowing Rules....................................... 15 Reinstating This Certificate With Rider...................... 15 When Reinstatement Can Be Made.............................. 15 Requirements To Reinstate................................... 15 Changes In the Selected Face Amount.......................... 16 Increases In The Selected Face Amount....................... 16 Limitations On Increases..................................... 16 Evidence Of Increases....................................... 16 Decreases In The Selected Face Amount........................ 16 Right To Amend.............................................. 16 Amending This Certificate With Rider......................... 16 Reports To Owner............................................ 17 Annual Report............................................... 17 Illustrative Report......................................... 17 PART 5. The Death Benefit.................................... 17 Amount Of Death Benefit..................................... 17 Death Benefit Options....................................... 17 Minimum Face Amount......................................... 18 Changes In The Death Benefit Option......................... 18 When We Pay................................................. 18 Interest On Death Benefit................................... 18 Suicide Exclusion........................................... 18 PART 6. Payment Options...................................... 19 Availability Of Options..................................... 19 Minimum Amounts............................................. 19 Description Of Options...................................... 19 Electing A Payment Option................................... 23 Effective Date And Payment Dates............................ 23 Withdrawals And Changes..................................... 24 Income Protection........................................... 24 PART 7. Notes On Our Computations............................ 24 Net Investment Factor....................................... 24 Accumulation Unit Value..................................... 24 Adjustments Of Units And Values............................. 24 Basis Of Computation........................................ 24 Method Of Computing Values.................................. 25
Any Riders and Endorsements For This Certificate With Rider Follow Page 25. [LETTERHEAD OF MML BAY STATE LIFE INSURANCE COMPANY] GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH VARIABLE RIDER EX-99.1.8A 8 PARTICIPATION AGREEMENT WITH OPPENHEIMER EXHIBIT 1(8)(A) Form of Participation Agreement with Oppenheimer Variable Account Funds. SECOND AMENDED AND RESTATED --------------------------- PARTICIPATION AGREEMENT ----------------------- Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, ----------------------------------- OPPENHEIMER MANAGEMENT CORPORATION, ---------------------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY ------------------------------------------- and MML BAY STATE LIFE INSURANCE COMPANY ------------------------------------ THIS AMENDED AND RESTATED AGREEMENT (the "Agreement"), made and entered into as of the 1st day of July, 1995 by and among Massachusetts Mutual Life Insurance Company and MML Bay State Life Insurance Company (hereinafter collectively the "Companies"), on their own behalf and on behalf of Massachusetts Mutual Variable Life Separate Account I, Massachusetts Mutual Variable Annuity Separate Account 1, Massachusetts Mutual Variable Annuity Separate Account 2, Massachusetts Mutual Variable Annuity Separate Account 3, MML Bay State Variable Annuity Separate Account I and MML Bay State Variable Life Separate Account 1 (hereinafter collectively the "Accounts"), Oppenheimer Variable Account Funds (hereinafter the "Fund") and Oppenheimer Management Corporation (hereinafter the "Adviser"). WHEREAS, the Fund is an open-end management investment company and is available to act as the investment vehicle for separate accounts now in existence or to be established at any date hereafter for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") offered by insurance companies (hereinafter "Participating Insurance Companies"); WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio", and each representing the interests in a particular managed pool of securities and other assets; WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission, dated July 16, 1986 (File No. 812-6324) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order") WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); WHEREAS, the Adviser is duly registered as an investment adviser under the federal Investment Advisers Act of 1940; WHEREAS, the Companies have registered or will register certain variable annuity and/or life insurance contracts under the 1933 Act (hereinafter "Contracts"); WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolution of the Board of Directors of the Companies, to set aside and invest assets attributable to the aforesaid variable contracts (the Contract(s) and the Account(s) covered by the Agreement are specified in Schedule B attached hereto, as may be modified from time to time); WHEREAS, the Companies have registered or will register the Accounts as unit investment trusts under the 1940 Act; WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Companies intend to purchase shares in the Portfolios (the Portfolios covered by this Agreement are specified in Schedule A attached hereto as may be modified from time to time), on behalf of the Accounts (which are also described on Schedule A, as may be modified from time to time) to fund the Contracts and the Fund is authorized to sell such shares to unit investment trusts such as the Accounts at net asset value; and WHEREAS, the Companies, the Fund and the Adviser are parties to an agreement (the "Prior Agreement") dated December 15, 1993, amended on September 15, 1994, pursuant to which shares of certain Portfolios of the Fund are made available as the underlying investment for one of the Accounts, and the parties wish to have this Agreement replace the Prior Agreement; NOW, THEREFORE, in consideration of their mutual promises, the Fund, the Adviser and the Companies agree as follows: ARTICLE I. Sale of Fund Shares ------------------- 1.1 The Fund agrees that shares of the Fund will be sold only to Variable Insurance Products. 1.2. The Companies shall not permit any person other than a Contract Holder or such Contract Holder's duly authorized representative to give instructions to the Companies which would require the Companies to redeem or exchange shares of the Fund. ARTICLE II. Sales Material, Prospectuses and Other Reports ---------------------------------------------- 2.1. The Companies shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. "Business Day" shall mean any day in which the New York Stock Exchange is open for trading and in which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 2.2. The Companies shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sale literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 2.3. For purposes of this Article II, the phrase "sales literature or other promotional material" means advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard), and sales literature (such as brochures, circulars, market letters and form letters), distributed or made generally available to customers or the public. 2.4. The Fund shall provide one or more diskettes containing its current prospectus in WordPerfect and EDGAR format, within a reasonable period of its filing date, and provide other assistance as is reasonably necessary in order for the Companies once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Companies' expense). The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. 2.5. The Fund or the Adviser shall provide the Companies with either: (i) a diskette or modem transmission (or other automated transmission) containing the Fund's proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Companies' expense, or (ii) camera ready and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Companies' expense, within a reasonable period of the filing date for definitive copies of such material. The Adviser shall be permitted to review and approve the typeset form of such proxy material and shareholder reports prior to such printing provided such materials have been provided within a reasonable period. ARTICLE III. Fees and Expenses ----------------- 3.1. The Fund and Adviser shall pay no fee or other compensation to the Companies under this agreement, and the Companies shall pay no fee or other compensation to the Fund or Adviser, except as provided herein. 3.2. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, and the preparation of all statements and notices required by any federal or state law. 3.3. Unless mutually agreed upon to the contrary in writing, the Companies shall bear the expenses of typesetting, printing and distributing the Fund's prospectus, proxy materials and reports to owners of Contracts issued by the Companies. OMC agrees to use reasonable efforts to restrict the number of shareholder meetings of the Fund that require the Company to bear the expenses of typesetting, printing and distributing the Fund's proxy material to one per fiscal year of the Fund. 3.4. In the event the Fund adds one or more additional Portfolios and the Companies desire to make such Portfolios available to their respective Contract owners as an underlying investment medium, a new Schedule A or an amendment to this Agreement shall be executed by the parties authorizing the issuance of shares of the new Portfolios to the particular Account. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Companies desiring to invest in such Portfolios and the provision of funds as the initial investment in the new Portfolios. ARTICLE IV. Potential Conflicts ------------------- 4.1. The Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners. The Board shall promptly inform the Companies if it determines that an irreconcilable material conflict exists and the implications thereof. 4.2. The Companies will each report any potential or existing conflicts of which it is aware to the Board. The Companies will assist the Board in carrying out its responsibilities in monitoring such conflicts by providing the Board in a timely manner with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Companies to inform the Board whenever Contract owner voting instructions are disregarded and by confirming in writing, at the Fund's request, that the Companies are unaware of any such potential or existing material irreconcilable conflicts. 4.3. If it is determined by a majority of the Board, or a majority of its disinterested Trustees, that a material irreconcilable conflict exists, the Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to an including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity ----- contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 4.4. If a material irreconcilable conflict arises because of a decision by either Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, such Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of the six month period the Fund shall continue to accept and implement orders by such Company for the purchase and redemption of shares of the Fund. 4.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to such Company conflicts with the majority of other state regulators, then the affected Company will withdraw such Account's investment in the Fund and terminate this Agreement within six months after the Board informs such Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by such Company for the purchase and redemption of shares of the Fund, subject to applicable regulatory limitation. 4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. In such case a Company shall not be required by Section 4.3 to establish a new funding medium for Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then such Company will withdraw the particular Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. ARTICLE V. Applicable Law -------------- 5.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of New York. 5.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE VI. Termination ----------- 6.1 This Agreement shall terminate with respect to some or all Portfolios: (a) at the option of any party upon six month's advance written notice to the other parties; (b) at the option of either Company to the extent that shares of Portfolios are not reasonably available to meet the requirements of its Contracts or are not appropriate funding vehicles for such Contracts, as determined by that Company reasonably and in good faith. Prompt notice of the election to terminate for such cause and an explanation of such cause shall be furnished by that Company; or (c) as provided in Article IV 6.2. It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised for cause or for no cause. ARTICLE VII. Notices ------- Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify to the other party. If to the Fund: Oppenheimer Variable Account Funds c/o Oppenheimer Management Corporation 2 World Trade Center New York, NY 10048-0203 Attn: Legal Department If to the Adviser: Oppenheimer Management Corporation 2 World Trade Center New York, NY 10048-0203 Attn: General Counsel If to the Companies: Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111-0001 Attn: Edwin P. McCausland, Jr. Vice President & Managing Director ARTICLE VIII. Miscellaneous ------------- 8.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as it may come into the public domain. 8.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 8.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 8.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 8.5. Each party hereto shall cooperate with, and promptly notify each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 8.6. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 8.7. It is understood by the parties that this Agreement is not an exclusive arrangement in any respect. 8.8. The Companies and the Adviser each understand and agree that the obligations of the Fund under this Agreement are not binding upon any shareholder of the Fund personally, but bind only the Fund and the Fund's property; the Companies and the Adviser each represent that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder liability for acts or obligations of the Fund. 8.9. The parties agree that the Companies may, on behalf of their respective Accounts and Contracts listed in Exhibits A and B, elect to make additional Portfolios available to Accounts upon the approval of the Adviser and the provision of reasonable notice to the Adviser. Any Portfolio so added will be subject to all of the terms and conditions of this Agreement. 8.10. The prior Agreement is superseded in its entirety by this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed as of the date specified below. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By its authorized officer, By: __________________________________ Edwin P. McCausland Title: Vice President & Managing Director ---------------------------------- Date: ______________________________ MML BAY STATE LIFE INSURANCE COMPANY By its authorized officer, By: ________________________________ Isadore Jermyn Title: President & Chief Executive Officer ----------------------------------- Date: ______________________________________ OPPENHEIMER VARIABLE ACCOUNT FUNDS By its authorized officer, By: __________________________________ Robert G. Zack Title: Assistant Secretary ------------------- Date: ________________________________ OPPENHEIMER MANAGEMENT CORPORATION By its authorized officer, By: __________________________________ Mitchell J. Lindauer Title: Vice President -------------- Date: ________________________________ SCHEDULE A Portfolios of Oppenheimer Variable Account Funds available for - -- MassMutual Strategic Life VI: Oppenheimer High Income Fund Oppenheimer Capital Appreciation Fund Oppenheimer Global Securities Fund - -- MassMutual Variable Life Select: - -- MML Bay State Variable Life Select: Oppenheimer Capital Appreciation Fund Oppenheimer Strategic Bond Fund Oppenheimer Growth Fund Oppenheimer Global Securities Fund - -- MassMutual Flex-Annuity V (now known as "Flex Extra"): Oppenheimer Capital Appreciation Fund Oppenheimer Global Securities Fund Oppenheimer Strategic Bond Fund - -- MassMutual/OPM Variable Annuity, MML Bay State/OPM Variable Annuity and MassMutual Strategic Life IX: Oppenheimer Money Fund Oppenheimer High Income Fund Oppenheimer Bond Fund Oppenheimer Capital Appreciation Fund Oppenheimer Growth Fund Oppenheimer Multiple Strategies Fund Oppenheimer Global Securities Fund Oppenheimer Strategic Bond Fund Oppenheimer Growth & Income Fund SCHEDULE B Massachusetts Mutual Variable Life Separate Account I (Strategic Life VI, Strategic Life IX and Variable Life Select Contracts) MML Bay State Variable Life Separate Account I (Variable Life Select Contract) MML Bay State Variable Annuity Separate Account 1 (for OppenheimerFunds LifeTrust Variable Annuity) Massachusetts Mutual Variable Annuity Separate Account 1 (Flex Extra Contract) Massachusetts Mutual Variable Annuity Separate Account 2 (Flex Extra Contract) Massachusetts Mutual Variable Annuity Separate Account 3 (for OppenheimerFunds LifeTrust Variable Annuity) EX-99.1.8B 9 PANORAMA PARTICIPATION AGREEMENT EXHIBIT 1(8)(B) Form of Participation Agreement with Panorama Series Fund, Inc. PARTICIPATION AGREEMENT ----------------------- Among PANORAMA SERIES FUND, INC., --------------------------- OPPENHEIMERFUNDS, INC. ---------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY ------------------------------------------- and MML BAY STATE LIFE INSURANCE COMPANY ------------------------------------ THIS AGREEMENT (the "Agreement"), made and entered into as of the 1st day of March, 1996 by and among Massachusetts Mutual Life Insurance Company and MML Bay State Life Insurance Company (hereinafter collectively the "Companies"), on their own behalf and on behalf of their respective separate accounts listed on Schedule B hereto (hereinafter collectively the "Accounts"), Panorama Series Fund, Inc. (hereinafter the "Fund") and OppenheimerFunds, Inc. (hereinafter the "Adviser"). WHEREAS, the Fund is an open-end management investment company and is available to act as the investment vehicle for separate accounts now in existence or to be established at any date hereafter for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") offered by insurance companies (hereinafter "Participating Insurance Companies"); WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio", and each representing the interests in a particular managed pool of securities and other assets; WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission, dated August 31, 1994 (File No. 812-8936) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order") WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); WHEREAS, the Adviser is duly registered as an investment adviser under the federal Investment Advisers Act of 1940; WHEREAS, the Companies have registered or will register certain variable annuity and/or life insurance contracts under the 1933 Act (hereinafter "Contracts"); WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolution of the Board of Directors of the Companies, to set aside and invest assets attributable to the aforesaid variable contracts (the Contract(s) and the Account(s) covered by the Agreement are specified in Schedule B attached hereto, as may be modified from time to time); WHEREAS, the Companies have registered or will register the Accounts as unit investment trusts under the 1940 Act; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Companies intend to purchase shares in the Portfolios (the Portfolios covered by this Agreement are specified in Schedule A attached hereto as may be modified from time to time), on behalf of the Accounts (which are also described on Schedule A, as may be modified from time to time) to fund the Contracts and the Fund is authorized to sell such shares to unit investment trusts such as the Accounts at net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Fund, the Adviser and the Companies agree as follows: ARTICLE I. Sale of Fund Shares ------------------- 1.1 The Fund agrees that shares of the Fund will be sold only to Variable Insurance Products. 1.2. The Companies shall not permit any person other than a Contract Holder or such Contract Holder's duly authorized representative to give instructions to the Companies which would require the Companies to redeem or exchange shares of the Fund. ARTICLE II. Sales Material, Prospectuses and Other Reports ---------------------------------------------- 2.1. The Companies shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. "Business Day" shall mean any day in which the New York Stock Exchange is open for trading and in which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 2.2. The Companies shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sale literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 2.3. For purposes of this Article II, the phrase "sales literature or other promotional material" means advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard), and sales literature (such as brochures, circulars, market letters and form letters), distributed or made generally available to customers or the public. 2.4. The Fund shall provide one or more diskettes containing its current prospectus in WordPerfect and EDGAR format, within a reasonable period of its filing date, and provide other assistance as is reasonably necessary in order for the Companies once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Companies' expense). The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. 2.5. The Fund or the Adviser shall provide the Companies with either: (i) a diskette or modem transmission (or other automated transmission) containing the Fund's proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Companies' expense, or (ii) camera ready and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Companies' expense, within a reasonable period of the filing date for definitive copies of such material. The Adviser shall be permitted to review and approve the typeset form of such proxy material and shareholder reports prior to such printing provided such materials have been provided within a reasonable period. ARTICLE III. Fees and Expenses ----------------- 3.1. The Fund and Adviser shall pay no fee or other compensation to the Companies under this agreement, and the Companies shall pay no fee or other compensation to the Fund or Adviser, except as provided herein. 3.2. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, and the preparation of all statements and notices required by any federal or state law. 3.3. Unless mutually agreed upon to the contrary in writing, the Companies shall bear the expenses of typesetting, printing and distributing the Fund's prospectus, proxy materials and reports to owners of Contracts issued by the Companies. The Adviser agrees to use reasonable efforts to restrict the number of shareholder meetings of the Fund that require the Company to bear the expenses of typesetting, printing and distributing the Fund's proxy material to one per fiscal year of the Fund. 3.4. In the event the Fund adds one or more additional Portfolios and the Companies desire to make such Portfolios available to their respective Contract owners as an underlying investment medium, a new Schedule A or an amendment to this Agreement shall be executed by the parties authorizing the issuance of shares of the new Portfolios to the particular Account. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Companies desiring to invest in such Portfolios and the provision of funds as the initial investment in the new Portfolios. ARTICLE IV. Potential Conflicts ------------------- 4.1. The Board of Directors of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners. The Board shall promptly inform the Companies if it determines that an irreconcilable material conflict exists and the implications thereof. 4.2. The Companies will each report any potential or existing conflicts of which it is aware to the Board. The Companies will assist the Board in carrying out its responsibilities in monitoring such conflicts by providing the Board in a timely manner with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Companies to inform the Board whenever Contract owner voting instructions are disregarded and by confirming in writing, at the Fund's request, that the Companies are unaware of any such potential or existing material irreconcilable conflicts. 4.3. If it is determined by a majority of the Board, or a majority of its disinterested Directors, that a material irreconcilable conflict exists, the Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to an including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., ---- annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 4.4. If a material irreconcilable conflict arises because of a decision by either Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, such Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of the six month period the Fund shall continue to accept and implement orders by such Company for the purchase and redemption of shares of the Fund. 4.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to such Company conflicts with the majority of other state regulators, then the affected Company will withdraw such Account's investment in the Fund and terminate this Agreement within six months after the Board informs such Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by such Company for the purchase and redemption of shares of the Fund, subject to applicable regulatory limitation. 4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. In such case a Company shall not be required by Section 4.3 to establish a new funding medium for Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then such Company will withdraw the particular Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. ARTICLE V. Applicable Law -------------- 5.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of New York. 5.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE VI. Termination ----------- 6.1 This Agreement shall terminate with respect to some or all Portfolios: (a) at the option of any party upon six month's advance written notice to the other parties; (b) at the option of either Company to the extent that shares of Portfolios are not reasonably available to meet the requirements of its Contracts or are not appropriate funding vehicles for such Contracts, as determined by that Company reasonably and in good faith. Prompt notice of the election to terminate for such cause and an explanation of such cause shall be furnished by that Company; or (c) as provided in Article IV 6.2. It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised for cause or for no cause. ARTICLE VII. Notices ------- Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify to the other party. If to the Fund: Panorama Series Fund, Inc. c/o OppenheimerFunds, Inc. 2 World Trade Center New York, NY 10048-0203 Attn: Legal Department If to the Adviser: OppenheimerFunds, Inc. 2 World Trade Center New York, NY 10048-0203 Attn: General Counsel If to the Companies: Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111-0001 Attn: Edwin P. McCausland, Jr. Vice President & Managing Director ARTICLE VIII. Miscellaneous ------------- 8.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as it may come into the public domain. 8.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 8.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 8.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 8.5. Each party hereto shall cooperate with, and promptly notify each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 8.6. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 8.7. It is understood by the parties that this Agreement is not an exclusive arrangement in any respect. 8.8. The parties agree that the Companies may, on behalf of their respective Accounts and Contracts listed in Exhibits A and B, elect to make additional Portfolios available to Accounts upon the approval of the Adviser and the provision of reasonable notice to the Adviser. Any Portfolio so added will be subject to all of the terms and conditions of this Agreement. 8.9. Any prior participation agreement to which the Fund is a party is superseded in its entirety by this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed as of the date specified below. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By its authorized officer, By: __________________________________ Title: Date: ________________________________ MML BAY STATE LIFE COMPANY By its authorized officer, By: __________________________________ Title:_________________________________ Date: ________________________________ PANORAMA SERIES FUND, INC. By its authorized officer, By: __________________________________ Title: Date: ________________________________ OPPENHEIMERFUNDS, INC. By its authorized officer, By: __________________________________ Title: Date: ________________________________ SCHEDULE A The following portfolios of Panorama Series Fund, Inc. are available for these variable contract products: MassMutual Strategic Life 9 Contract: Panorama LifeSpan Capital Appreciation Portfolio Panorama LifeSpan Balanced Portfolio Panorama LifeSpan Diversified Income Portfolio MassMutual & MML Bay State GVUL Contracts: Panorama Growth Portfolio Panorama International Equity Portfolio Panorama Total Return Portfolio Panorama Capital Appreciation Portfolio Panorama Balanced Portfolio Panorama Diversified Income Portfolio MassMutual Panorama Contract: Panorama Growth Portfolio Panorama Total Return Portfolio MassMutual Account A Contract: Panorama Growth Portfolio MassMutual Account B Contract: Panorama Growth Portfolio MassMutual BCVUL Contract: Panorama Growth Portfolio Panorama Total Return Portfolio SCHEDULE B Portfolios of Panorama Series Fund, Inc. are available for the following separate accounts: Massachusetts Mutual Variable Life Separate Account I Strategic Life 9 GVUL MML Bay State Variable Life Separate Account I GVUL Connecticut Mutual Variable Life Separate Account I BCVUL Panorama Separate Account Panorama CML Variable Annuity Account A Account A CML Variable Annuity Account B Account B EX-99.8 10 POWER OF ATTORNEY EXHIBIT 8 POWERS OF ATTORNEY POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Lawrence V. Burkett, Jr., President, Chief Executive Officer and a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as President, Chief Executive Officer and a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as President, Chief Executive Officer and a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV MML Bay State Variable Life Separate Account V The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 26th day of February, 1997. /s/ Lawrence V. Burkett, Jr. - ------------------------------- ______________________________ Lawrence V. Burkett, Jr. Witness President, Chief Executive Officer and Member, Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, John B. Davies, a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV MML Bay State Variable Life Separate Account V The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 25/th/ day of February, 1997. /s/ John B. Davies - ---------------------------------- ______________________________ John B. Davies Witness Member, Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Maureen R. Ford, a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as her true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on her behalf as a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV MML Bay State Variable Life Separate Account V The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set her hand this 28th day of February, 1997. /s/ Maureen R. Ford - --------------------------------- ______________________________ Maureen R. Ford Witness Member, Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Anne Melissa Dowling, a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as her true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on her behalf as a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV MML Bay State Variable Life Separate Account V The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set her hand this 6th day of March, 1997. /s/ Anne Melissa Dowling - ----------------------------- ______________________________ Anne Melissa Dowling Witness Member, Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Isadore Jermyn, Chairman of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as Chairman of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as Chairman of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV MML Bay State Variable Life Separate Account V The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 25th day of February, 1997. /s/ Isadore Jermyn - -------------------------------------- ______________________________ Isadore Jermyn Witness Chairman of the Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, John Miller, Jr., Second Vice President and Comptroller of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as Second Vice President and Comptroller of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as Second Vice President and Comptroller of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV MML Bay State Variable Life Separate Account V The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 26th day of February, 1997. /s/ John Miller, Jr. - ------------------------------------ ______________________________ John Miller, Jr. Witness Second Vice President and Comptroller POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Paul D. Adornato, a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 20th day of March, 1996. /s/ Paul D. Adornato - -------------------- ______________________________ Paul D. Adornato Witness Member, Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Daniel J. Fitzgerald, a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 18th day of March, 1996. /s/ Daniel J. Fitzgerald - ------------------------ ________________________________ Daniel J. Fitzgerald Witness Member, Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Stuart H. Reese, a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 14th day of March, 1996. /s/ Stuart H. Reese - ------------------- ________________________________ Stuart H. Reese Witness Member, Board of Directors POWER OF ATTORNEY MML BAY STATE SEPARATE INVESTMENT ACCOUNTS The Undersigned, Thomas J. Finnegan, Jr., a member of the Board of Directors of MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson, and each of them individually, as his true and lawful attorneys and agents. The attorneys and agents shall have full power of substitution and to take any and all action and execute any and all instruments on the Undersigned's behalf as a member of the Board of Directors of MML Bay State that said attorneys and agents may deem necessary or advisable to enable MML Bay State to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or other requirements of the Securities and Exchange Commission (the "Commission") thereunder. This power of attorney applies to the registration, under the 1933 Act and the 1940 Act, of shares of beneficial interest of MML Bay State separate investment accounts (the "MML Bay State Separate Accounts"). This power of attorney authorizes such attorneys and agents to sign the Undersigned's name on his behalf as a member of the Board of Directors of MML Bay State to the Registration Statements and to any instruments or documents filed or to be filed with the Commission under the 1933 Act and the 1940 Act in connection with such Registration Statements, including any and all amendments to such statements, documents or instruments of any MML Bay State Separate Account, including but not limited to those listed below. MML Bay State Variable Annuity Separate Account 1 MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MML Bay State Variable Life Separate Account III MML Bay State Variable Life Separate Account IV The Undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the Undersigned has set his hand this 18th day of March, 1997. /s/ Thomas J. Finnegan, Jr. - --------------------------- -------------------- Thomas J. Finnegan, Jr. Witness Member, Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----