485BPOS

As filed with the Securities and Exchange Commission on or about May 22, 2019

Registration Statement File No. 033-19605

Registration Statement File No. 811-03542

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-6

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

o    Pre-Effective Amendment No.   

x    Post-Effective Amendment No. 38

and/or

REGISTRATION STATEMENT

UNDER THE INVESTMENT COMPANY ACT OF 1940

x    Amendment No. 40

(Check appropriate box or boxes.)

MML Bay State Variable Life Separate Account I

(Exact Name of Registrant)

MML Bay State Life Insurance Company

(Name of Depositor)

100 Bright Meadow Boulevard Enfield, CT 06082-1981

(Address of Depositor’s Principal Executive Offices)

(413) 788-8411

(Depositor’s Telephone Number, Including Area Code)

John E. Deitelbaum

Senior Vice President

MML Bay State Life Insurance Company

100 Bright Meadow Boulevard Enfield, CT 06082-1981

(Name and Address of Agent for Service)

Approximate date of proposed public offering: Continuous

It is proposed that this filing will become effective (check appropriate box)

oimmediately upon filing pursuant to paragraph (b) of Rule 485.

xon   May 24, 2019   pursuant to paragraph (b) of Rule 485.

o60 days after filing pursuant to paragraph (a)(1) of Rule 485.

oon ____________ pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

othis post effective amendment designates a new effective date for a previously filed post effective amendment.

PARTS A AND B

The Prospectus and Statement of Additional Information each dated May 1, 2019 are incorporated into Parts A and B of this Post-Effective Amendment No. 38 by reference to Registrant’s filing under Rule 485(b) as filed on April 26, 2019.

Supplements each dated May 22, 2019 to the Prospectus are included in Part A of this Post-Effective Amendment No. 38.

Supplement dated May 22, 2019 to the Prospectuses

each dated May 1, 2019 for:

Variable Life Plus

Flex Extra

This supplement revises the Prospectuses to reflect changes effective on or about May 17, 2019:

T. Rowe Price Associates, Inc. will replace OppenheimerFunds, Inc. as the co-investment sub-adviser for MML Equity Fund. All references in the Prospectuses to OppenheimerFunds, Inc. as the co-investment sub-adviser to MML Equity Fund will be replaced with T. Rowe Price Associates, Inc.

If you have questions about this supplement, or other product questions, you may contact your registered representative, call our Customer Service Center at (800) 272-2216 (8 a.m. - 8 p.m. Eastern Time), or visit us online at www.MassMutual.com/contact-us.

For more information about the fund, read the fund prospectus. Prospectuses are available on our website at www.MassMutual.com.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

page 1 of 1 PS19_02

Supplement dated May 22, 2019 to the Prospectus

dated May 1, 2019 for:

Variable Life Plus

This supplement revises the Prospectus to reflect changes effective after the close of the New York Stock Exchange (NYSE) on May 24, 2019:

On or about May 24, 2019, Invesco Ltd. will acquire OppenheimerFunds, Inc. In connection with this transaction (the “Acquisition”), the Board of Trustees of Oppenheimer Variable Account Funds (the “Oppenheimer VA Trust”) approved the transfer of the assets and liabilities of each series of the Oppenheimer VA Trust identified in the chart below (individually, an “Oppenheimer Fund” and collectively, the “Oppenheimer Funds”) to a corresponding, newly formed series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (individually, an “Invesco Oppenheimer Fund” and collectively, the “Invesco Oppenheimer Funds”). Each Invesco Oppenheimer Fund will have the same investment objective and substantially similar principal investment strategies and risks as the corresponding Oppenheimer Fund.

After the close of the NYSE on May 24, 2019, we will transfer policy value allocated to each of the Oppenheimer Funds into the corresponding Invesco Oppenheimer Funds. If you submit transaction requests (in good order) involving any of the Oppenheimer Funds before the close of the NYSE on May 24, 2019, we will process those requests prior to the Acquisition.

Once the Acquisition occurs, the Oppenheimer Funds will no longer be available as an investment choice. Additionally, once the Acquisition occurs, we will consider any reference to an Oppenheimer Fund in a written transaction request received in good order to be a reference to the corresponding Invesco Oppenheimer Fund.

Impact on Systematic Programs and Premium Payment Allocations. After May 24, 2019, if you have current systematic program elections and/or premium payment instructions on file directing us to utilize an Oppenheimer Fund, we will replace the Oppenheimer Fund with the corresponding Invesco Oppenheimer Fund.

In relation to this transaction, the following will occur:

Trust:

· AIM Variable Insurance Funds (Invesco Variable Insurance Funds) will be the trust for the Invesco Oppenheimer Funds.

Funds, Investment Adviser, and Investment Sub-Adviser:

MERGING FUND		ACQUIRING FUND
Oppenheimer Global Fund/VA		Invesco Oppenheimer V.I. Global Fund
Adviser:	OFI Global Asset Management, Inc.	Adviser:	Invesco Advisers, Inc.
Sub-Adviser:	OppenheimerFunds, Inc.	Sub-Adviser:	N/A

All references in the Prospectus to an Oppenheimer Fund are replaced with the corresponding Invesco Oppenheimer Fund.

If you have questions about this supplement, or other product questions, you may contact your registered representative, call our Customer Service Center at (800) 272-2216 (8 a.m. - 8 p.m. Eastern Time), or visit us online at www.MassMutual.com/contact-us.

For more information about the funds, read each fund prospectus. Prospectuses are available on our website at www.MassMutual.com.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

page 1 of 1 PS19_13

PART C

OTHER INFORMATION

Item 26.	Exhibits
Exhibit (a)	Resolution of the Board of Directors of MML Bay State Life Insurance Company, establishing the Separate Account — Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement File No. 033-19605 filed April 24, 1998
Exhibit (b)	Not Applicable
Exhibit (c)	i.	Underwriting and Servicing Agreement dated December 16, 2014 by and between MML Investors Services, LLC and MML Bay State Life Insurance Company — Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement File No. 033-82060 filed April 29, 2015
Exhibit (d)	i.	Form of Flexible Premium, Variable, Whole Life Insurance Policy — Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement File No. 033-19605 filed April 24, 1998
	ii.	Form of Accelerated Death Benefit Rider — Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement File No. 033-82060 filed February 4, 2005
	iii.	Form of Accidental Death Benefit Rider — Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement File No. 033-23126 filed December 21, 2006
	iv.	Form of Insurability Protection Rider — Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement File No. 033-23126 filed December 21, 2006
	v.	Form of Waiver of Monthly Charges Rider – Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement File No. 033-23126 filed December 21, 2006
Exhibit (e)	Form of application for Flexible Premium, Variable, Whole Life Insurance Policy — Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement File No. 033-19605 filed April 24, 1998
Exhibit (f)	i.	Amended and Restated Certificate of Incorporation of MML Bay State Life Insurance Company — Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement File No. 033-19605 filed April 24, 1998
	ii.	By-Laws of MML Bay State Life Insurance Company — Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement File No. 033-19605 filed April 24, 1998
Exhibit (g)	Reinsurance Contracts
	i.	Employers Reassurance Corporation
		·	Automatic and Facultative YRT Agreement (MML Bay State Life Insurance Company and Massachusetts Mutual Life Insurance Company) dated January 1, 1999 and amendments dated January 1, 1999, January 1, 1999, January 1, 1999, January 1, 1999, September 1, 1999, June 15, 2001, July 1, 2001, February 29, 2004, April 10, 2006 and September 1, 2006 — Incorporated by reference to Post-Effective Amendment No. 29 to Registration Statement File No. 033-19605 filed April 25, 2012
			·	Amendments effective May 1, 2012 — Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement File No. 333-49457 filed April 23, 2012

· Amendment effective March 12, 2013 — Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 033-82060 filed April 28, 2014

ii.	Munich American Reassurance
	·	Automatic and Facultative YRT Agreement (MML Bay State Life Insurance Company and Massachusetts Mutual Life Insurance Company) dated January 1, 1999 and amendments dated January 1, 1999, January 1, 1999 and January 1, 1999 — Incorporated by reference to Post-Effective Amendment No. 29 to Registration Statement File No. 033-19605 filed April 25, 2012
		·	Amendments dated October 1, 1999 — Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement File No. 033-82060 filed April 25, 2012
		·	Amendments dated September 1, 2006 and January 1, 2009 — Incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement File No. 333-50410 filed April 26, 2011
		·	Amendment dated August 1, 2009 — Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement File No. 333-150916 filed April 25, 2011
		·	Amendment dated August 1, 2011 — Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement File No. 333-150916 filed April 25, 2012

· Amendments dated January 1, 1999, September 1, 1999, June 15, 2001 and March 1, 2004 — Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-6 File No. 333-49457 filed April 25, 2012

· Amendments effective January 1, 1999 and July 30, 2012 — Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement File No. 333-150916 filed April 23, 2013

· Amendment effective January 1, 1999 — Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-150916 filed April 28, 2014

· Amendments effective May 1, 2012 and May 21, 2013 — Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 033-82060 filed April 29, 2014

iii.	RGA Reinsurance Company /Allianz Life Insurance Company of North America
	·	Automatic and Facultative YRT Agreement (MML Bay State Life Insurance Company and Massachusetts Mutual Life Insurance Company) dated January 1, 1999 and amendments dated January 1, 1999, January 1, 1999, January 1, 1999, January 1, 1999 and October 1, 1999 — Incorporated by reference to Post-Effective Amendment No. 29 to Registration Statement File No. 033-19605 filed April 25, 2012
		·	Amendments dated January 1, 2002, September 1, 2006 and January 1, 2009 — Incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement File No. 333-50410 filed April 26, 2011
		·	Amendment dated August 1, 2009 — Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement File No. 333-150916 filed April 25, 2011
		·	Amendment dated August 1, 2011 — Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement File No. 333-150916 filed April 25, 2012
		·	Amendments dated January 1, 1999, January 1, 1999, September 1, 1999, June 15, 2001 and March 1, 2004 — Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-6 File No. 333-49457 filed April 25, 2012
		·	Amendments effective January 1, 2012 and July 30, 2012 — Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement File No. 333-150916 filed April 23, 2013
		·	Amendment effective January 1, 1999 — Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-150916 filed April 28, 2014
		·	Amendment effective May 1, 2012 — Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement File No. 033-19605 filed April 29, 2014
		·	Amendment effective May 21, 2013 — Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 033-82060 filed April 28, 2014
		·	Amendment effective August 1, 2013 — Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement File No. 333-50410 filed April 28, 2014

· Amendments effective August 28, 2014 and August 28, 2014 — Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement File No. 033-82060 filed April 29, 2015

	iv.	Swiss Re Life & Health America Inc.
		·	BST Modified Coinsurance Agreement (MML Bay State Life Insurance Company and Swiss Re Life & Health America Inc.) dated December 29, 2016 (Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on November 21, 2017) — Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement File No. 033-82060 filed November 21, 2017
Exhibit (h)	i.	Participation, Selling, Servicing Agreements:
		a.	AIM Funds (Invesco Funds)
			1.	Participation Agreement dated April 30, 2004 (AIM Variable Insurance Funds, AIM Distributors, Inc., and C.M. Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement File No. 033-57340 filed April 27, 2006
				·	Amendment No. 1 dated and effective April 30, 2010 — Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement File No. 033-61679 filed April 25, 2012
				·	Form of Amendment No. 2 to Participation Agreement *
			2.	Financial Support Agreement dated October 1, 2016 (Invesco Distributors, Inc. and C.M. Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement File No. 333-49457 filed April 26, 2017
				·	Form of Amendment No. 1 to Financial Support Agreement *
		b.	MML Funds
			1.	Participation Agreement dated November 17, 2005 (MML Series Investment Fund, Massachusetts Mutual Life Insurance Company and MML Bay State Life Insurance Company and C.M. Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement File No. 002-39334 filed August 22, 2007
				·	First Amendment effective November 17, 2005 — Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement File No. 333-50410 filed April 25, 2008

		·	Second Amendment dated as of August 26, 2008 — Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-150916 filed September 12, 2008
		·	Third Amendment dated April 9, 2010 — Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement File No. 333-150916 filed April 27, 2010
		·	Fourth Amendment dated and effective July 23, 2010 — Incorporated by reference to Post-Effective Amendment No. 78 to Registration Statement File No. 002-39334 filed March 2, 2011
		·	Fifth Amendment dated August 28, 2012 — Incorporated by reference to Post-Effective Amendment No. 87 to Registration Statement File No. 002-39334 filed March 1, 2013
		·	Sixth Amendment dated April 1, 2014 — Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-150916 filed April 28, 2014
		·	Seventh Amendment dated August 11, 2015 — Incorporated by reference to Initial Registration Statement File No. 333-206438 filed August 17, 2015
c.	MML II Funds
	1.	Participation Agreement dated November 17, 2005 (MML Series Investment Fund II, Massachusetts Mutual Life Insurance Company and MML Bay State Life Insurance Company and C.M. Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement File No. 333-122804 filed April 30, 2008
		·	First Amendment effective November 17, 2005 — Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement File No. 333-50410 filed April 25, 2008
		·	Second Amendment dated as of August 26, 2008 — Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-150916 filed September 12, 2008
		·	Third Amendment dated as of April 9, 2010 — Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement File No. 333-150916 filed April 27, 2010
		·	Fourth Amendment dated and effective July 23, 2010 — Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement File No. 333-122804 filed March 2, 2011
		·	Fifth Amendment dated August 1, 2011 — Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement File No. 333-45039 filed April 25, 2012
		·	Sixth and Seventh Amendments dated and effective August 28, 2012 and November 12, 2012 — Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 333-122804 filed March 1, 2013
		·	Eighth Amendment dated April 1, 2014 — Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-150916 filed April 28, 2014
		·	Ninth Amendment dated August 11, 2015 — Incorporated by reference to Initial Registration Statement File No. 333-206438 filed August 17, 2015

		d.	T. Rowe Price Funds
			1.	Participation Agreement dated as of April 28, 1999 (T. Rowe Price Equity Series, Inc., T. Rowe Price Investment Services, Inc. and MML Bay State Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement File No. 033-82060 filed April 28, 2008
				·	Amendment effective August 1, 2000 — Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement File No. 033-82060 filed April 24, 2008
				·	Amendment effective March 21, 2013 — Incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement File No. 033-82060 filed April 25, 2013
	ii.	Shareholder Information Agreements (Rule 22c-2 Agreements)
		a.	MML Series Investment Fund effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, and C.M. Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement File No. 333-50410 filed April 25, 2007
		b.	MML Series Investment Fund II effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, and C.M. Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement File No. 333-50410 filed April 25, 2007
		c.	T. Rowe Price Services, Inc., T. Rowe Price Investment Services, Inc. effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company and C.M. Life Insurance Company) — Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement File No. 333-50410 filed April 25, 2007
			·	Amendment dated as of March 1, 2017 (T. Rowe Price Fixed Income Series, Inc. and T. Rowe Price Equity Series, Inc. are each made a party to the agreement) — Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement File No. 333-22557 filed April 26, 2017
Exhibit (i)	Not Applicable
Exhibit (j)	Not Applicable
Exhibit (k)	Opinion and Consent of Counsel as to the legality of the securities being registered — Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement File No. 033-19605 filed April 28, 2010
Exhibit (l)	Not Applicable
Exhibit (m)	Not Applicable
Exhibit (n)	i.	Auditor Consents:
		·	Separate Account Financial Statements *
		·	Company Financial Statements *
	ii.	Powers of Attorney for:
		·	Roger W. Crandall
		·	Michael R. Fanning
		·	Michael J. O’Connor
		·	Elizabeth A. Ward
			–	Incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement File No. 333-49457 filed April 26, 2017
	iii.	Power of Attorney for:
		·	Sean Newth
			–	Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement File No. 033-82060 filed November 21, 2017

Exhibit (o)	Not Applicable
Exhibit (p)	Not Applicable

Exhibit (q) SEC Procedures Memorandum dated April 23, 2019, describing Massachusetts Mutual Life Insurance Company issuance, transfer, and redemption procedures for the Policy — Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-150916 filed April 26, 2019

*    filed herewith

Item 27. Directors and Officers of the Depositor

Directors of MML Bay State Life Insurance Company

Roger W. Crandall, Director (Chairman),	Michael R. Fanning, Director and Executive
President, and Chief Executive Officer	Vice President
(principal executive officer)	1295 State Street
1295 State Street B101	Springfield, MA 01111
Springfield, MA 01111
Michael J. O’Connor, Director, Senior Vice	Elizabeth A. Ward, Director, Executive Vice
President, and General Counsel	President, and Chief Financial Officer
1295 State Street	(principal financial officer)
Springfield, MA 01111	1295 State Street
	Springfield, MA 01111

Principal Officers of MML Bay State Life Insurance Company (other than those who are also Directors, as referenced above):

Sean Newth, Senior Vice President and Corporate	Todd G. Picken, Vice President and Treasurer
Controller	1295 State Street
(principal accounting officer)	Springfield, MA 01111
1295 State Street
Springfield, MA 01111
Akintokunbo Akinbajo, Corporate	M. Timothy Corbett, Executive Vice President
Secretary	1295 State Street
1295 State Street	Springfield, MA 01111
Springfield, MA 01111

Item 28.Persons Controlled by or Under Common Control with the Depositor or the Registrant

Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 12 to Registration Statement File No. 333-150916, as filed with the Securities and Exchange Commission on or about May 22, 2019.

Item 29.Indemnification

MML Bay State directors and officers are indemnified under Article V of the By-laws of MML Bay State, as set forth below.

ARTICLE V of the By-laws of MML Bay State provide for indemnification of directors and officers as follows:

“ARTICLE V

INDEMNIFICATION

The corporation shall, to the fullest extent and under the circumstances permitted by Connecticut law, as amended from time to time, indemnify any person serving or who has served (a) as a director, officer, employee or agent of the corporation or (b) at the corporation’s request, as a director, trustee, officer, partner, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against all liabilities and expenses incurred by him in connection with the defense or disposition of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, while serving or thereafter, by reason of his having been such a director, trustee, officer, partner, employee or agent, except (unless otherwise permitted by Connecticut law) (c) in connection with a proceeding by or in the right of the corporation in which he was adjudged liable to the corporation or (d) in connection with any other proceeding charging improper personal benefit to him in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Expenses, including counsel fees, reasonably incurred by any such director, trustee, officer, partner, employee or agent who is a party to a proceeding may be paid by the corporation in advance of the final disposition thereof upon receipt of a written affirmation of the person’s good faith belief that he has met the standard of conduct permitting indemnification and a written undertaking to repay the advance upon a determination that he did not meet the standard of conduct; provided, however, that a determination is also made that on the basis of the facts then known indemnification would not be precluded.

The right of indemnification hereby provided shall not be exclusive of or affect any other right to which any such director, trustee, officer, partner, employee or agent may be entitled. Nothing contained in this Article shall affect any other right to indemnification to which such persons may be entitled by contract or otherwise under law.”

To provide certainty and more clarification regarding the indemnification provisions of the Bylaws set forth above, MassMutual has entered into indemnification agreements with certain officers who serve as a director of a subsidiary of MassMutual (a “Subsidiary Director”). Pursuant to the Agreements, MassMutual agrees to indemnify a Subsidiary Director, to the extent legally permissible, against (a) all expenses, judgments, fines and settlements (“Costs”), liabilities, and penalties paid in connection with a proceeding involving the Subsidiary Director because he or she is a director of a subsidiary of MassMutual if the Subsidiary Director (i) acted in good faith, (ii) reasonably believed the conduct was in the subsidiary’s best interests; (iii) had no reasonable cause to believe the conduct was unlawful (in a criminal proceeding); and, (iv) engaged in conduct for which the Subsidiary Director shall not be liable under MassMutual’s Charter or By-Laws. MassMutual further agrees to indemnify a Subsidiary Director, to the extent permitted by law, against all Costs paid in connection with any proceeding (i) unless the Subsidiary Director breached a duty of loyalty, (ii) except for liability for acts or omissions not in good faith, involving intentional misconduct or a knowing violation of law, (iii) except for liability under Section 6.40 of Chapter 156D of Massachusetts Business Corporation Act (“MBCA”), or (iv) except for liability related to any transaction from which the Subsidiary Director derived an improper benefit. MassMutual will also indemnify a Subsidiary Director, to the fullest extent authorized by the MBCA, against all expenses to the extent the Subsidiary Director has been successful on the merits or in defense of any proceeding. If any court determines that despite an adjudication of liability to the relevant subsidiary that the Subsidiary Director is entitled to indemnification, MassMutual will indemnify the Subsidiary Director to the extent permitted by law. Subject to the Subsidiary Director’s obligation to pay MassMutual in the event that the Subsidiary Director is not entitled to indemnification, MassMutual will pay the expenses of the Subsidiary Director prior to a final determination as to whether the Subsidiary Director is entitled to indemnification.

RULE 484 UNDERTAKING

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 30.Principal Underwriters

(a)MML Investors Services, LLC (“MMLIS”) serves as principal underwriter of the contracts/policies/certificates sold by its registered representatives.

MMLIS, either jointly with certain other affiliates or individually, acts as principal underwriter for:

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, Massachusetts Mutual Variable Annuity Separate Account 4, Panorama Separate Account, Connecticut Mutual Variable Life Separate Account I, MML Bay State Variable Life Separate Account I, MML Bay State Variable Annuity Separate Account 1, Panorama Plus Separate Account, C.M. Multi-Account A, C.M. Life Variable Life Separate Account I, Massachusetts Mutual Variable Life Separate Account II.

(b)MML Investors Services, LLC is the principal underwriter for this policy. The following people are officers and directors of MML Investors Services, LLC:

DIRECTORS AND OFFICERS OF MML INVESTORS SERVICES, LLC

Name	Positions and Offices	Principal Business Address
John Vaccaro	Chief Executive Officer and Chairman of the Board	*
Wendy Benson	Director & President	*
Geoffrey Craddock	Director	470 Atlantic Avenue Boston, MA 02110
Michael Fanning	Director	*
Elizabeth Ward	Director	*
William F. Monroe, Jr.	Vice President, Chief Products & Services Officer	*
Christine Frederick	Chief Compliance Office	*
Susan Scanlon	Deputy Chief Compliance Officer	*
James P. Puhala	Deputy Chief Compliance Officer	*
Thomas Bauer	Chief Technology Officer	*
David Mink	Vice President and Chief Operations Officer	11215 North Community House Rd., Charlotte, NC 28277
Mary B. Wilkinson	Vice President	11215 North Community House Rd., Charlotte, NC 28277
H. Bradford Hoffman	Vice President	*
Joseph Sparacio	Agency Field Force Supervisor	11215 North Community House Rd., Charlotte, NC 28277
David Holtzer	Field Risk Officer	11215 North Community House Rd., Charlotte, NC 28277
Robert S. Rosenthal	Chief Legal Officer, Vice President and Secretary	*
Edward K. Duch, Ill	Assistant Secretary	*
Amy Francella	Assistant Secretary	470 Atlantic Avenue Boston, MA 02110
Alyssa M. O’Connor	Assistant Secretary	*
Nathan Hall	Chief Financial Officer and Treasurer	*
Derek Darley	Assistant Treasurer	*
Todd Picken	Assistant Treasurer	*
Kevin LaComb	Assistant Treasurer	*
Colleen Girouard	Continuing Education Officer	*
Mario Morton	Assistant Vice President and Registration Manager	*
Anthony Frogameni	Assistant Vice President and Chief Privacy Officer	*
Kelly Pirotta	AML Compliance Officer	*
John Rogan	Regional Vice President	*
Nick DeLuca	Regional Vice President	11001 North Black Canyon Highway Phoenix, AZ 85209

David Cove	Regional Vice President	*
Jack Yvon	Regional Vice President	*
Sean Murphy	Regional Vice President	Los Angeles, California
Michelle Pedigo	Regional Vice President	*

*1295 State Street, Springfield, MA 01111-0001

(c)Compensation From the Registrant

For information about all commissions and other compensation received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year, refer to the “Underwriters” section of the Statement of Additional Information.

Item 31.Location of Accounts and Records

All accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Registrant through Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111.

Item 32.Management Services

Not Applicable

Item 33.Fee Representation

REPRESENTATION UNDER SECTION 26(f)(2)(A) OF

THE INVESTMENT COMPANY ACT OF 1940

MML Bay State Life Insurance Company hereby represents that the fees and charges deducted under the flexible premium variable whole life insurance policy, 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.

SIGNATURES

Pursuant to the requirements of Securities Act of 1933 (Securities Act) and the Investment Company Act of 1940, the Registrant, MML Bay State Variable Life Separate Account I, certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 38 to Registration Statement No. 033-19605 to be signed on its behalf by the undersigned, duly authorized, in the City of Springfield, and the Commonwealth of Massachusetts on this 22^nd day of May, 2019.

MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I

(Registrant)

MML BAY STATE LIFE INSURANCE COMPANY

(Depositor)

By	ROGER W. CRANDALL*
	Roger W. Crandall President and Chief Executive Officer (principal executive officer) MML Bay State Life Insurance Company

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 38 to Registration Statement No. 033-19605 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
ROGER W. CRANDALL *	Director, President and Chief Executive Officer	May 22, 2019
Roger W. Crandall	(principal executive officer)
ELIZABETH A. WARD *	Chief Financial Officer	May 22, 2019
Elizabeth A. Ward	(principal financial officer)
SEAN NEWTH *	Corporate Controller	May 22, 2019
Sean Newth	(principal accounting officer)
MICHAEL J. O’CONNOR *	Director	May 22, 2019
Michael J. O’Connor
MICHAEL R. FANNING *	Director	May 22, 2019
Michael R. Fanning
/s/ GARY F. MURTAGH
* Gary F. Murtagh
Attorney-in-Fact pursuant to Powers of Attorney

INDEX TO EXHIBITS

Exhibit No.	Exhibit
Exhibit 99.26 (h)	i.a.1
		·     Form of Amendment No. 2 to Participation Agreement
Exhibit 99.26 (h)	i.a.2
		·     Form of Amendment No. 1 to Financial Support Agreement
Exhibit 99.26 (n)	i.	Auditor Consents
		·Separate Account Financial Statements
		·Company Financial Statements

EX-99.26(H)I.A.1

Exhibit 99.26 (h) i. a. 1

AMENDMENT NO. 2 TO

PARTICIPATION AGREEMENT

This Amendment No. 2 to the Participation Agreement is made as of the ___ day of ______________, 2019 by and among C.M. Life Insurance Company (“C.M. Life”), MML Bay State Life Insurance Company (“MML Bay State”), each a Connecticut life insurance company (together the “LIFE COMPANY”), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“INVESCO”); and Invesco Distributors, Inc., a Delaware corporation (“IDI”).

WHEREAS, C.M. Life, INVESCO and IDI are parties to the Participation Agreement dated as of April 30, 2004, as amended April 30, 2010 (the “Agreement”);

WHEREAS, C.M. Life, INVESCO and IDI wish to make MML Bay State a party to the Agreement

NOW THREFORE, in consideration for the mutual promises set forth herein, the Parties hereto agree as follows:

MML Bay State is hereby made a party to the Agreement.

MML Bay State agrees to be bound by the terms and provisions of the Agreement.

From and after the date of this Amendment No. 2, the term “Life Company” as used in the Agreement shall be deemed to include both C.M. Life and MML Bay State.

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

	AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Attest:	By:
Name:	Name:
Title:	Title:
	INVESCO DISTRIBUTORS, INC.
Attest:	By:
Name:	Name:
Title:	Title:
	C.M. LIFE INSURANCE COMPANY
Attest:	By:
Name:	Name:
Title:	Title:
	MML BAY STATE LIFE INSURANCE COMPANY
Attest:	By:
Name:	Name:
Title:	Title:

EX-99.26(H)I.A.2

Exhibit 99.26 (h) i. a. 2

AMENDMENT NO. 1 TO FINANCIAL SUPPORT AGREEMENT

(AIM Variable Insurance Funds (Invesco Variable Insurance Funds))

This Amendment No. 1 is made as of the ___ day of ______________, 2019 by and among C.M. Life Insurance Company (“C.M. Life”), MML Bay State Life Insurance Company (“MML Bay State”), each a Connecticut life insurance company (collectively, the “Insurer”), and Invesco Distributors, Inc., a Delaware corporation (“Invesco”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

WHEREAS, the C.M. Life Insurance Company and Invesco are parties to a certain Financial Support Agreement dated October 1, 2016 (the “Agreement”);

WHEREAS, C.M. Life and Invesco wish to make MML Bay State, a wholly-owned subsidiary of C. M. Life, a party to the Agreement;

WHEREAS, the Parties wish to supplement the Agreement as provided herein;

NOW THEREFORE, in consideration for the mutual promises set forth herein, the Parties hereto agree as follows:

1. Paragraph 3(e) is hereby deleted from the Agreement.

2. MML Bay State is hereby added as a party to the Agreement.

3. MML Bay State expressly confirms to undertake the same obligations undertaken by C.M. Life in the Agreement to the extent applicable to MML Bay State.

4. From and after the date of this Amendment No. 1, the term “Insurer” as used in the Agreement shall be deemed to include both C.M. Life and MML Bay State.

5. Schedule A to the Agreement is deleted and replaced with “Schedule A [__________] 2019” attached hereto.

6. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

INVESCO DISTRIBUTORS, INC.

By:

Name:

Title:

C.M. LIFE INSURANCE COMPANY

By:

Name:

Title:

MML BAY STATE LIFE INSURANCE COMPANY

By:

Name:

Title:

Schedule A [__________] 2019

FINANCIAL SUPPORT FEE

1. Invesco agrees to pay to Insurer a quarterly fee (“Quarterly Fee”) equal to a percentage of the average daily net assets of the Portfolios, not including the INVESCO OPPENHEIMER FUNDS (defined below), Invesco V.I. Government Money Market Fund, Invesco V.I. S&P 500 Index Fund, and Invesco V.I. Equally Weighted S&P 500 Fund, attributable to the Contracts issued by Insurer at the following annual rate:

Annual Rate

0.10%

2. Effective May 28, 2019, Invesco or its affiliates agrees to pay to Insurer a Quarterly Fee equal to a percentage of the average daily net assets of the funds referenced below (the “INVESCO OPPENHEIMER FUNDS”) attributable to the Contracts issued by Insurer at the following annual rate:

· For all Insurer assets invested in the INVESCO OPPENHEIMER FUNDs (excluding Insurer assets invested in Invesco Oppenheimer V.I. Government Money Fund), Invesco or its affiliates will pay Insurer a fee of 0.22% per annum.

· For all Insurer assets invested in Invesco Oppenheimer V.I. Government Money Fund, Invesco or its affiliates will pay a fee to Insurer of 0.09% per annum.

Such payments will be subject to a limit of one third of the average management fee paid by such fund to Invesco during the prior quarter, at a fee computed on the last business day of each month during the quarter and will be paid to the Insurer within sixty (60) calendar days thereafter. Payment will be accompanied by a statement showing the calculation of the quarterly amounts payable by Invesco and such other supporting data as may be reasonably requested by Insurer. All expenses incurred and payments received by the Insurer (based upon actual expenses incurred, or a specified fee, in providing such services) shall be allocated by the Insurer in conformity with customary insurance accounting practices.

Insurer will notify Invesco in writing within thirty (30) calendar days following the receipt of a quarterly payment if the Insurer is disputing the amount in good faith. If the Insurer does not provide such notice of dispute within the required time, the payment amount will be deemed correct and accepted by the Insurer.

INVESCO OPPENHEIMER FUNDS:

· Invesco Oppenheimer V.I. Capital Appreciation Fund

· Invesco Oppenheimer V.I. Conservative Balanced Fund

· Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund

· Invesco Oppenheimer V.I. Global Fund

· Invesco Oppenheimer V.I. Global Strategic Income Fund

· Invesco Oppenheimer V.I. Government Money Fund

· Invesco Oppenheimer V.I. International Growth Fund

· Invesco Oppenheimer V.I. Main Street Fund®

· Invesco Oppenheimer V.I. Main Street Small Cap Fund®

· Invesco Oppenheimer V.I. Total Return Bond Fund

EX-99.26.(N)I.

Exhibit 99.26 (n) i

Consent of Independent Registered Public Accounting Firm

The Board of Directors of MML Bay State Life Insurance Company:

We consent to the use, in this Post-Effective Amendment No. 38 to Registration Statement No. 033-19605 on Form N-6 (the Registration Statement), of our report, dated March 19, 2019, with respect to the statement of assets and liabilities of MML Bay State Variable Life Separate Account I as of December 31, 2018, and the related statements of operations and changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, each incorporated by reference in the Registration Statement.

/s/ KPMG LLP

Hartford, Connecticut
May 20, 2019

Consent of Independent Auditors

The Board of Directors and Policyholders of MML Bay State Life Insurance Company:

We consent to the use, in this Post-Effective Amendment No. 38 to Registration Statement No. 033-19605 on Form N-6 (the Registration Statement), of our report, dated February 23, 2019, with respect to the statutory statements of financial position of MML Bay State Life Insurance Company (the Company) as of December 31, 2018 and 2017, and the related statutory statements of operations, changes in shareholder’s equity and cash flows for each of the years in the three-year period ended December 31, 2018, each incorporated by reference in the Registration Statement.

Our report relating to the Company’s financial statements, dated February 23, 2019, states that the Company prepared its financial statements using statutory accounting practices prescribed or permitted by the State of Connecticut Insurance Department (statutory accounting practices), which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, our report states that the Company’s financial statements are not intended to be and, therefore, are not presented fairly in accordance with U.S. generally accepted accounting principles and further states that those statements are presented fairly, in all material respects, in accordance with the statutory accounting practices.

/s/ KPMG LLP

Hartford, Connecticut
May 20, 2019