Form 485BPOS MASSACHUSETTS MUTUAL
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E-mailAs filed with the Securities and Exchange Commission on or about April 24, 2026
Registration
Statement File No. 333-206438
Registration Statement File No. 811-08075
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 21
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒ Amendment No. 291
(Check appropriate box or boxes.)
(Exact Name of Registrant)
Massachusetts Mutual Life Insurance Company
(Name of Depositor)
1295
State Street, Springfield, Massachusetts 01111-0001
(Address of Depositor’s Principal Executive Offices)
(413)
788-8411
(Depositor’s Telephone Number, including Area Code)
Gary
Murtagh
Head of Insurance Product & Operations Law
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111-0001
(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):
| ☐ | immediately upon filing pursuant to paragraph (b) |
| ☒ | on April 27, 2026 pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on __________ pursuant to paragraph (a)(1) of rule 485 under the Securities Act. |
If appropriate, check the following box:
| ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities being Registered: Units of Interest in Strategic Group Variable Universal Life® II, a group, flexible premium, variable adjustable life insurance certificate issued to individuals under a group life insurance policy.
Strategic Group Variable Universal Life® II
Issued by Massachusetts Mutual Life Insurance Company
This prospectus describes a group, flexible premium, variable adjustable life insurance certificate issued to individuals under a group life insurance policy offered by Massachusetts Mutual Life Insurance Company (MassMutual®, Company, we, us, or our). The certificate may not be available in all states. While the certificate is In Force, it provides lifetime insurance protection on the Insured. The certificate is not a way to invest in mutual funds and is not suitable for short-term investment. The Certificate Owner (you or your) should consider the certificate in conjunction with other life insurance you own. Replacing any existing life insurance policy with this certificate or financing the purchase or maintenance of the certificate through a loan or through withdrawals from another policy may not be to your advantage.
The certificate offers a number of investment choices, including a Guaranteed Principal Account (GPA) and one or more variable investment divisions (Separate Account Divisions) offered though our separate account, Massachusetts Mutual Variable Life Separate Account I (Separate Account). Each Separate Account Division, in turn, invests in the Funds listed in Appendix A to this prospectus. Certificate Owners may invest in a maximum of 25 Separate Account Divisions and the GPA at any given time.
You bear the investment risks of any premium allocated to these Separate Account Divisions. The death benefit may vary and the Surrender Value will vary, depending on the investment performance of the Funds.
The certificate is not (1) a bank or credit union deposit or obligation; (2) FDIC or NCUA insured; (3) insured by any federal government agency or (4) guaranteed by any bank or credit union. The certificate may go down in value and provides guarantees that are subject to our financial strength and claims-paying ability. This prospectus is not an offer to sell the certificate in any jurisdiction where it is illegal to offer the certificate nor is it an offer to sell the certificate to anyone to whom it is illegal to offer the certificate.
YOU MAY CANCEL YOUR CERTIFICATE WITHIN 10 DAYS OF RECEIVING IT WITHOUT PAYING FEES OR PENALTIES.
In some states, this cancellation period may be longer. Upon cancellation, we will issue you a refund, equal to any premium paid for this certificate plus interest credited to this certificate under the GPA to the date this certificate is received by us. You should review this prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.
Additional information about certain investment products, including variable life insurance policies, has been prepared by the Securities and Exchange Commission staff and is available at www.investor.gov.
The SEC has not approved or disapproved this certificate or determined that this prospectus is accurate or complete. Any representation that it has is a criminal offense.
Please read this prospectus before investing. You should keep it for future reference.
Effective April 27, 2026
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Glossary
We have tried to make this prospectus as readable and understandable for you as possible. By the very nature of the certificate, however, certain technical words or terms are unavoidable. We have identified the following as some of these words or terms.
Account Value. The value of your investment in the Separate Account Divisions and the GPA.
Accumulation Unit. A unit of measure that we use to determine the value in each Separate Account Division.
Administrative Office. Massachusetts Mutual Life Insurance Company, LCM Document Management Hub, 1295 State Street, Springfield, MA 01111-0001, (800) 548-0073, (Fax) (413) 226-4054, [email protected], www.MassMutual.com
Attained Age. The Insured’s age on the Issue Date, plus the number of completed Certificate Years.
Base Selected Face Amount. An amount used to determine the total insurance coverage provided by the base certificate while it is In Force. The Base Selected Face Amount coverage is paid for by the employer or the Group Policy owner.
Beneficiary. The person named in the application to receive any death benefit.
Case. A group of certificates issued to individuals with a common employment or other non-insurance motivated relationship.
Certificate Anniversary. The anniversary of the Certificate Date.
Certificate Date. The date used as the starting point for determining Certificate Anniversary dates, Certificate Years and Monthly Calculation Dates.
Certificate Debt. All outstanding loans plus accrued interest.
Certificate Debt Limit. When Certificate Debt exceeds the Account Value.
Certificate Owner. The person who will generally make the choices that determine how the certificate operates while it is In Force.
Certificate Year. The twelve-month period beginning with the Certificate Date, and each successive twelve-month period thereafter.
Free Look. Your right to cancel the certificate and receive a refund.
Fund(s). The investment entities in which the Separate Account Divisions invest.
General Investment Account. The Company’s General Investment Account, which supports the Company’s annuity and insurance obligations. The General Investment Account’s assets include all of our assets, with the exception of the Separate Account and the Company’s other segregated asset accounts.
Good Order. The actual receipt by our Administrative Office of the instructions related to a request or transaction in writing (or, when permitted, by telephone, fax, website, or other electronic means), within the time limits, if any, along with all forms, information and supporting legal documentation we require to effect the request or transaction. This information includes, to the extent applicable: the completed application or instruction form; your certificate number; the transaction amount (in dollars or percentage terms); the names and allocations to and/or from the Separate Account Divisions affected by the request or transaction; the signatures of all Certificate Owners; if necessary, Social Security Number or Tax Identification number; tax certification; and any other information or supporting documentation we may require including consents, certifications and guarantees. Instructions must be complete and sufficiently clear so that we do not need to exercise any discretion to follow such instructions. We may, in our sole discretion, determine whether any particular request or transaction is in Good Order, and we reserve the right to change or waive any Good Order requirements at any time. If you have any questions, you may contact our Administrative Office before submitting the form or request.
Grace Period. A period that begins when the Surrender Value is not sufficient to cover monthly charges due and your certificate stays In Force, during which you can pay the amount of premium needed to avoid termination.
In Force. Your certificate has not terminated.
Insurance Risk. The difference between the death benefit and the Account Value.
Insured. The person on whose life the certificate is issued.
Issue Date. The date we issue the certificate. The Issue Date starts the contestability and suicide periods.
Minimum Death Benefit. The minimum amount of death benefit needed for the certificate to qualify as life insurance under Section 7702 of the Internal Revenue Code of 1986, as amended.
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Minimum Initial Premium. The amount required to be paid to issue the certificate.
Minimum Premium Amount. An estimate of the premium sufficient to pay the monthly charges (other than the Mortality and Expense Risk charge) until the next Planned Premium due date.
Modified Endowment Contract (MEC). A special type of life insurance under federal income tax law. Specifically, the law prescribes a test that is intended to differentiate between policies that are purchased primarily for certain tax advantages, versus policies that are purchased primarily for death protection. MECs are still life insurance and offer tax-free death benefits and tax-deferred cash value accumulation. However, pre-death distributions (including loans) are taxed as “income first” (not cost basis first), meaning they are taxable to the extent of gain in the policy. In addition, distributions may be subject to a 10% additional tax.
Monthly Calculation Date. The Certificate Date and the same day of each succeeding calendar month on which monthly charges are due on the certificate.
Net Premium. A premium payment received in Good Order minus the premium load charge.
Paid-up Certificate Date. The Certificate Anniversary after the Insured’s 100th birthday.
Planned Premium. The amount selected by you to be paid periodically on the certificate, which establishes the basis for the premium bills we send you.
Portability
Date. The Valuation Date on which we are notified that the Insured’s employment or association with the sponsoring group
has terminated.
Portable Certificate. Certificates where the Insured is no longer employed by or associated with the sponsoring employer or
group.
group.
Reinstatement Date. The Monthly Calculation Date that is on, or next follows, the date we approve your application for reinstatement.
Separate Account Division. A variable investment division offered through our Separate Account that invests in the corresponding underlying Fund.
Surrender Value. Account Value less Certificate Debt.
Supplemental Selected Face Amount. An amount used to determine the total insurance coverage provided by the base certificate while it is In Force. The Supplemental Selected Face Amount coverage is paid for by the Certificate Owner.
Total Selected Face Amount. A combination of the Base Selected Face Amount and any Supplemental Selected Face Amount and is used to determine the amount of insurance coverage the certificate provides while it is In Force.
Valuation Date. Any day on which the net asset value of the units of each Separate Account Division is determined. Generally, this is any date the New York Stock Exchange (NYSE), or its successor, is open for trading. A Valuation Date ends when the NYSE closes (usually 4 p.m. Eastern Time).
Written Request. A written or electronic communication or instruction in Good Order sent by you to us at our Administrative Office.
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Important Information You Should Consider About the Certificate
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FEES AND EXPENSES
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LOCATION IN PROSPECTUS
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Charges for Early Withdrawals |
When you withdraw a portion of your Account Value from the certificate, we deduct a withdrawal charge of up to The maximum withdrawal amount is equal to the Account Value less (a) any Certificate Debt less (b) an amount equal to (i) the most recent monthly charge multiplied by (ii) one plus the number of Monthly Calculation Dates remaining until the next Planned Premium due date. For example, if you withdraw $10,000 from your certificate, you will incur a withdrawal charge of $ |
Fee Tables – Transaction Fees – Withdrawal Charge Charges and Deductions – Transaction Charges – Withdrawal Charge |
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Transaction Charges |
In addition to withdrawal charges, you also may be charged for other transactions. These charges are as follows: Premium Load Charge. Before allocating premiums among the Separate Account Divisions or the GPA, we impose a premium load charge equal to a maximum of 10% of each premium. Transfer Charge. There is no transfer charge for the first 12 transfers during a Certificate Year. We may impose a transfer charge of up to $10 for the thirteenth and each subsequent transfer in a Certificate Year. |
Fee Tables – Transaction Fees – Premium Load Charge Fee Tables – Transaction Fees – Transfer Charge Charges and Deductions – Transaction Charges – Premium Load Charge Charges and Deductions – Transaction Charges – Transfer Charge |
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Ongoing Fees and Expenses |
In addition to withdrawal charges and transaction charges, an investment in the certificate is subject to certain ongoing fees and expenses, including fees and expenses covering the cost of insurance under the certificate and the cost of optional benefits available under the certificate. These fees and expenses are set based on characteristics of the Insured under the certificate (e.g., age, sex, and underwriting class). You should view the certificate specifications pages for rates applicable to your certificate. Certificate Owners will also bear expenses associated with the Funds available under the certificate, as shown in the following table: |
Fee Tables – Periodic Charges Other than Annual Fund Operating Expenses Charges and Deductions – Monthly Charges Against the Account Value Appendix A |
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Annual Fee |
Minimum |
Maximum |
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Fund options (Fund fees and expenses) |
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| (1) |
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RISKS
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LOCATION IN PROSPECTUS
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Risk of Loss
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You can lose money by investing in the certificate. |
Principal Risks – Investment Risks
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Not a Short-Term Investment
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A certificate is not a short-term investment vehicle and is not appropriate for an investor who needs ready access to cash. We apply a withdrawal charge with respect to any withdrawal you make from the certificate. A withdrawal may also reduce your certificate’s Total Selected Face Amount and may have adverse tax consequences. You can avoid withdrawal charges and such possible adverse tax consequences by holding your certificate for the long-term and minimizing withdrawals. |
Overview of the Certificate – What is the certificate, and what is it designed to do?
Principal Risks – Suitability |
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Risks Associated with Investment Options
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An investment in this certificate is subject to the risk of poor investment performance and can vary depending upon the performance of the underlying Funds you choose. Each investment option (including any fixed account investment option) has its own unique risks. You should review the prospectuses for the available Funds before making an investment decision. |
Principal Risks – Investment Risks
General Information About the Company, the Separate Account and the Underlying Funds – Underlying Funds |
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Insurance Company Risks
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An investment in the certificate is subject to the risks related to the Depositor (MassMutual). Any obligations (including under any fixed account investment option), guarantees, or benefits of the certificate are subject to the claims-paying ability of MassMutual. If MassMutual experiences financial distress, it may not be able to meet its obligations to you. More information about MassMutual, including its financial strength ratings, is available by calling (800) 665-2654 or by visiting www.MassMutual.com/ratings. |
General Information About the Company, the Separate Account and the Underlying Funds – The Guaranteed Principal Account
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Certificate Lapse
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Your certificate could terminate (or lapse) if the Surrender Value becomes too low to support the certificate’s monthly charges. Factors that may cause your certificate to lapse include: insufficient premium payments, poor investment performance, withdrawals, and unpaid loans or loan interest. If your certificate lapses, you may be able to reinstate it. To reinstate your certificate, you must provide us certain written materials we require as well as a premium payment sufficient to keep the certificate In Force for three months after reinstatement. The death benefit will not be paid if the certificate has lapsed. |
Principal Risks – Certificate Termination
Certificate Termination and Reinstatement |
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RESTRICTIONS
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LOCATION IN PROSPECTUS
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Investments
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Generally, you may transfer Account Value among the Separate Account Divisions and the Guaranteed Principal Account (GPA), subject to certain limitations.
In addition, we reserve the right to reject or restrict transfers if we determine the transfers reflect frequent trading or a market timing strategy, or we are required to reject or restrict the transfer by the applicable Fund. MassMutual also reserves the right to remove or substitute Funds as investment options that are available under the certificate. |
Transfers
General Information About the Company, the Separate Account and the Underlying Funds – Underlying Funds – Addition, Removal, Closure, or Substitution of Funds |
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Optional Benefits
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Optional benefits, such as riders, may alter the benefits or charges under your certificate. Rider availability and benefits may vary by state of issue, and their election may have tax consequences. Riders may have restrictions or limitations. If you elect a particular rider, it may restrict or enhance the terms of your certificate, or restrict the availability or terms of other riders. |
Other Benefits Available
Under the Certificate |
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TAXES
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LOCATION IN PROSPECTUS
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Tax Implications
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Federal Income Tax Considerations
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CONFLICTS OF INTEREST
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LOCATION IN PROSPECTUS
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Investment Professional Compensation
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Your registered representative may receive compensation in the form of commissions for selling the certificate to you. If your registered representative is also a MassMutual insurance agent, they are also eligible for certain cash and non-cash benefits from us. Cash compensation includes bonuses and allowances based on factors such as sales, productivity and persistency (certificate retention). Non-cash compensation includes various recognition items such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences, seminars and recognition trips, and also includes contributions to certain individual plans such as pension and medical plans. Sales of the certificate may help these registered representatives and their supervisors qualify for such benefits. This conflict of interest may influence your registered representative to offer or recommend the certificate over another investment. |
Other Information – Distribution
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Exchanges
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Some investment professionals may have a financial incentive to offer you the certificate in place of the one you own. You should only exchange your current life insurance policy if you determine, after comparing the features, fees, and risks of both policies, that it is preferable for you to purchase the certificate rather than continue to own your existing life insurance policy. |
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Overview of the Certificate
What is the certificate, and what is it designed to do?
The MassMutual Strategic Group Variable Universal Life® II certificate is a variable life insurance policy that provides a death benefit. Certificates are available only to individuals who are members of a group, where the group sponsor such as an employer, sponsoring organization or trust is the owner of a group policy (Group Policy) issued by MassMutual. We refer to a group of certificates issued to individuals with a common employment or other non-insurance motivated relationship as a case (Case). We aggregate each individual in a Case for purposes of determining Issue Dates, Certificate Dates, and underwriting classification.
The Group Policy specifies the rights and privileges of the employer or Group Policy owner. The certificate is evidence of coverage under the Group Policy, and you may exercise all rights and privileges under the certificate through the employer or Group Policy owner. After termination of the employment or other relationship or if the employer is no longer sponsoring the program, you may exercise all rights and privileges directly with us.
In this prospectus, we refer to the following coverage types:
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Basic coverage – this refers to coverage that is paid for by the employer or Group Policy owner.
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Supplemental coverage – this refers to coverage that is paid for by the Certificate Owner and is issued in addition to basic coverage. Additional underwriting may be required for this coverage.
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Voluntary coverage – this refers to coverage that is paid for by the Certificate Owner and is issued when no basic coverage is being provided by the employer or Group Policy owner. Underwriting is required for this coverage.
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The certificate is designed to allow you to fund your life insurance needs through investment in a Guaranteed Principal Account (GPA) and one or more of the variable investment divisions of the Massachusetts Mutual Variable Life Separate Account I (Separate Account). The certificate allows you to allocate your Net Premiums and Account Value among the various investment choices. Your Account Value will vary based on performance of the investment choices you select and the fees and charges under the certificate. In exchange for your premium payments, upon the death of the Insured, we will pay the Beneficiary a death benefit when the Insured dies while the certificate is In Force. You can select one of the two death benefit options available under the certificate. Subject to certain limitations, you can change the death benefit option you selected.
Variable life insurance is designed to help meet long-term insurance needs. It is not suitable as a vehicle for short-term savings. You should not purchase the certificate if you will need the premium payments in a short period of time. The certificate is not intended for people who need to take early or frequent withdrawals or who intend to engage in frequent trading among the Separate Account Divisions. You should consider your need for cash, time horizon for investment and financial goals before submitting an application to purchase the certificate. You may want to consult your financial or tax adviser.
How are premium payments treated under the certificate?
The frequency of premium payments is selected by your employer and can be one month, one calendar quarter, a six month period, or one year. You and your employer decide the amount of premiums you intend to pay (i.e., the ‘‘Planned Premium’’). The Planned Premium frequency selected by the employer forms the basis for the billing cycle for your certificate. If you become disassociated from your employer or if your employer no longer sponsors the program, you may elect to continue the certificate on your own. In certain states, you also have the right to convert the certificate to a term life insurance policy. Please see ‘‘Appendix F – State Variations of Certain Certificate Features.”
There is no penalty if the employer does not pay the Planned Premium; however, if the employer does not pay the Planned Premium by the premium notice due date, we will deduct that amount from your Account Value. Payment of the Planned Premium does not guarantee coverage for any period of time. Even if the employer pays Planned Premiums, the certificate terminates if the Account Value less any Certificate Debt becomes insufficient to pay monthly charges and the Grace Period expires without sufficient payment.
While your certificate is In Force, you may pay premiums at any time before the death of the Insured subject to certain restrictions. Except for the Minimum Initial Premium, so long as you have sufficient Account Value to keep the certificate In Force, there are no required premium payments under the certificate.
When a premium payment is received in Good Order, we deduct a premium load charge to generally cover taxes and acquisition expenses, and the remaining amount, known as the Net Premium, is allocated among the Separate Account Divisions and the GPA according to your current allocation instructions. You may allocate Net Premiums to a maximum of 25 Separate Account Divisions and
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the GPA at any time. However, we reserve the right to limit the number of Separate Account Divisions to which you can allocate your premiums if the limitation is necessary to protect your certificate status as life insurance under federal tax law.
Investments in your certificate’s Separate Account Divisions are held in an account separate from the general assets of the Company. We have established a segment within the Separate Account to receive and invest premium payments for the Strategic Group Variable Universal Life II certificates. Currently, the Strategic Group Variable Universal Life II segment is divided into over 40 Separate Account Divisions. Each Separate Account Division purchases shares in a corresponding Fund. Information about each corresponding Fund is provided at the back of this prospectus. Please see ‘‘Appendix A – Funds Available Under the Certificate.’’
Net Premium and Account Value allocated to the GPA become part of the Company’s General Investment Account, which supports life insurance and annuity obligations, and are dependent on the Company’s financial strength and claims-paying ability. You do not participate in the investment performance of the assets in our General Investment Account. Instead, we guarantee that amounts allocated to the GPA, in excess of Certificate Debt, will earn interest at a minimum rate of 1% per year. We may credit a higher rate at our discretion.
Federal law, such as the Internal Revenue Code of 1986, as amended (IRC), places restrictions on the amount of money you may put into a life insurance contract and still meet the definition of life insurance for tax purposes. In order for the certificate to meet the IRC guidelines, the certificate must qualify as a ‘‘life insurance contract’’ under either the Cash Value Accumulation Test or Guideline Premium Test – as chosen by the Group Policy owner. To maintain its status as a ‘‘life insurance contract’’ we will monitor the certificate for compliance with the limits established by the IRC. In any Certificate Year, we reserve the right to take any action we deem necessary to maintain the status of the certificate, including the right to refuse or refund premium or distribute a portion of your Account Value.
What are the primary features and options that the certificate offers?
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Choice of Death Benefit Options. The certificate offers a choice of two death benefit options – a Level Option and a Return of Account Value Option. Please see the “Death Benefit” section for more information.
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Investment Options. You can choose to allocate your Net Premium payments and Account Value among various investment choices. Your choices include the Separate Account Divisions, each of which invests in an underlying Fund, and the Guaranteed Principal Account (GPA).
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Surrenders and Withdrawals. You may surrender your certificate, and we will pay you its Surrender Value and your certificate will terminate. You may also withdraw a part of the Surrender Value. A withdrawal reduces your Account Value, may reduce the Total Selected Face Amount of the certificate, and may increase the risk that the certificate will terminate or lapse. Surrenders and withdrawals may have adverse tax consequences.
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Loans. You may take a loan on the certificate once your certificate has been In Force for six months. The certificate secures the loan. Taking a loan may have adverse tax consequences and will increase the risk that your certificate may terminate or lapse. Interest charges will apply.
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Transfers. Generally, you may transfer funds among the Separate Account Divisions and the GPA, subject to certain limitations. We also offer two automated transfer programs: Automatic Account Value Transfer and Automated Account Re-balancing.
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Assignability. Subject to our approval, you may generally assign the certificate as collateral for a loan or other obligation.
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Tax Treatment. You are generally not taxed on the certificate’s earnings until you withdraw Account Value from your certificate. This is known as tax deferral.
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Additional Rider Benefits. There are a number of additional benefits you may add to your certificate by way of riders. The riders available with this certificate are listed in the “Other Benefits Available Under the Certificate” section. The Group Policy owner determines which riders are attached to all certificates for that group. An additional charge may apply if you elect a rider.
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Fee Tables
The following tables describe the fees and expenses that you will pay when buying, owning, surrendering, or making withdrawals from the certificate. Please refer to your certificate’s specifications page for information about the specific fees you will pay each year based on the options you have elected.
The first table describes the fees and expenses that you will pay at the time you buy the certificate, surrender or make withdrawals from the certificate, transfer cash value between investment options, or exercise certain rider options.
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Transaction Fees |
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Charge |
When Charge is Deducted |
Amount Deducted |
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Maximum: |
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Current: |
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Maximum: |
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Current: |
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Maximum: |
$ |
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Current: |
$ |
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Maximum: |
$ |
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Current: |
$ |
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Maximum: |
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Minimum: |
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Representative Insured: Age 80 |
3.19% of Account Value(2) |
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Maximum: |
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Maximum:
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18.00-36.00%(4)
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The next two tables describe the fees and expenses that you will pay periodically during the time that you own the certificate, not including Fund fees and expenses.
For Certificates Issued After December 31, 2019
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Periodic Charges Other than Annual Fund Operating Expenses
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Charge
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When Charge is Deducted
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Amount Deducted
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Base Certificate Charge:
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Maximum:
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$
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Minimum:
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$
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Current:
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$0.05–$
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Maximum:
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Current:
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Maximum:
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Certificate Year 1–20:
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Certificate Year 21+:
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Current:
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Certificate Year 1–20:
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Certificate Year 21+:
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Optional Benefit Charges:
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Maximum:
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$
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Minimum:
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$
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Maximum:
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$
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Current:
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$
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Maximum:
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$
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Minimum:
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$
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12
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Periodic Charges Other than Annual Fund Operating Expenses
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Charge
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When Charge is Deducted
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Amount Deducted
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Maximum:
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$
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Minimum:
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$
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| (9) |
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For Certificates Issued On or Before December 31, 2019
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Periodic Charges Other than Annual Fund Operating Expenses
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Charge
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When Charge is Deducted
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Amount Deducted
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Base Certificate Charge:
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Maximum:
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$
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Minimum:
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$
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Current:
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$0.05–$
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Maximum:
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Current:
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Maximum:
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Certificate Year 1–20:
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Certificate Year 21+:
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Current:
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Certificate Year 1–20:
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Certificate Year 21+:
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Optional Benefit Charges:
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Maximum:
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$
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Minimum:
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$
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Maximum:
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$
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Current:
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$
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Maximum:
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$
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Minimum:
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$
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Periodic Charges Other than Annual Fund Operating Expenses
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Charge
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When Charge is Deducted
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Amount Deducted
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Maximum:
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$
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Minimum:
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$
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| (1) |
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| (3) |
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All of the monthly charges listed in the tables above are deducted proportionately from the then current Account Values in the Separate Account and the GPA (unless you direct us to deduct monthly charges from one Separate Account Division or from the GPA). The mortality and expense risk charge is deducted from the assets of the Separate Account only.
The next table shows the minimum and maximum total operating expenses charged by any of the Funds in which your Separate Account Divisions invest that you may pay periodically during the time that you own the certificate. A complete list of Funds in which the Separate Account Divisions invest, including their annual expenses, may be found at the back of this document in Appendix A. More detail concerning each Fund’s fees and expenses is contained in the prospectus for each Fund.
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Annual Fund Operating Expenses
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Minimum
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Maximum
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Principal Risks
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General Information about the Company, the Separate Account and the Underlying Funds
The Company
MassMutual and its domestic life insurance subsidiaries provide individual and group life insurance, disability insurance, individual and group annuities and guaranteed interest contracts to individual and institutional customers in all 50 states of the U.S., the District of Columbia and Puerto Rico. Products and services are offered primarily through MassMutual’s distribution channels: MassMutual Financial Advisors, MassMutual Strategic Distributors, Institutional Solutions and Worksite.
MassMutual is organized as a mutual life insurance company. MassMutual’s home office is located at 1295 State Street, Springfield, Massachusetts 01111-0001.
The Guaranteed Principal Account
Net Premium and Account Value you allocate to the GPA become part of the General Investment Account of the Company. Subject to applicable law, the Company has sole discretion over the assets in its General Investment Account. The assets of our General Investment Account support our insurance and annuity obligations and are subject to our general liabilities from our business operations and to claims by our creditors. We use General Investment Account assets for many purposes including to pay death benefits, withdrawals, surrenders, certificate loans, and transfers from the GPA as well as to pay amounts we provide to you through elected additional features and guarantees that are in excess of your Variable Account Value allocated to the Separate Account. We refer to our ability to meet any contractual obligations as our claims-paying ability.
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It is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and as with any insurance product, there are risks to purchasing this certificate. For this reason, when purchasing a certificate and making investment decisions, you should consider our financial strength and claims-paying ability to meet our obligations under the certificate.
The General Investment Account has not been registered under the Securities Act of 1933 (1933 Act) or the Investment Company Act of 1940 (1940 Act) because of exemptive and exclusionary provisions. Accordingly, neither the General Investment Account nor any interests therein are generally subject to the provisions of the 1933 Act or the 1940 Act. Disclosures regarding the GPA or the General Investment Account, however, are subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in this prospectus.
You do not participate in the investment performance of the assets in our General Investment Account. Instead, we guarantee that amounts allocated to the GPA, in excess of Certificate Debt, will earn interest at a minimum rate of 1% per year. We may credit a higher rate of interest at our discretion. The interest rate is declared monthly and becomes effective on your certificate’s Monthly Calculation Date. You bear the risk that no higher rates of interest will be credited.
For amounts in the GPA equal to any Certificate Debt, the guaranteed minimum interest rate per year is the greater of:
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1%; or
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the certificate loan rate less the maximum loan interest rate expense charge.
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You may obtain interest rate information for the GPA, including the loaned portion and the non-loaned portion, by calling our Administrative Office.
The Separate Account
The part of your premium that you invest in your certificate’s Separate Account Divisions is held in an account that is separate from the general assets of the Company. This account is called the Massachusetts Mutual Variable Life Separate Account I. In this prospectus we will refer to it simply as the ‘‘Separate Account.’’ The Company owns the assets in the Separate Account. The Separate Account will purchase equivalent shares in the corresponding Funds. Any death benefits, withdrawals, surrenders, certificate loans, or transfers of Account Value from the Separate Account Divisions will be redeemed from the corresponding Funds.
We established the Separate Account on July 13, 1988, according to the laws of the Commonwealth of Massachusetts. We registered it with the SEC as a unit investment trust under the 1940 Act.
The Separate Account exists to keep your life insurance assets separate from our other Company assets. As such, any income, gains, and losses credited to, or charged against, the Separate Account reflect only the Separate Account’s own investment experience. At no time will the Separate Account reflect the investment experience of the Company’s other assets.
We may not use the assets in the Separate Account to pay any liabilities of the Company other than those arising from the certificates. We may, however, transfer to our General Investment Account any assets that exceed anticipated obligations of the Separate Account. We are required to pay, from our general assets, if necessary, all amounts promised under the Strategic Group Variable Universal Life II certificates.
We have established a segment within the Separate Account to receive and invest premium payments for the Strategic Group Variable Universal Life II certificates. Currently, the Strategic Group Variable Universal Life II segment is divided into over 40 Separate Account Divisions. Each Separate Account Division purchases shares in a corresponding Fund. The underlying Funds are listed in Appendix A. Please see ‘‘Appendix A – Funds Available Under the Certificate.’’
Some of the Funds offered are similar to mutual funds offered in the retail marketplace. They may have the same investment objectives and portfolio managers as the retail funds. The Funds offered in the certificate, however, are set up exclusively for variable annuity and variable life insurance products. Their shares are not offered for sale to the general public, and their performance results will differ from the performance of the retail funds.
Certificate Owners do not invest directly into the underlying Funds. Instead, they invest in the Separate Account Divisions which then purchase shares of the corresponding underlying Fund. The Separate Account owns the Fund shares; the Company owns the Separate Account.
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We reserve the right, subject to compliance with applicable federal securities laws and regulations and any other federal or state law, to create separate accounts and make certain material changes to the structure and operation of the Separate Account, including, among other things to:
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create new Separate Account Divisions;
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create new segments of the Separate Account for any new variable life insurance products we create in the future;
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eliminate Separate Account Divisions;
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close existing Separate Account Divisions to allocations of new premium payments by current or new Certificate Owners;
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combine the Separate Account or any Separate Account Divisions with one or more different separate accounts or Separate Account Divisions;
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transfer the assets of the Separate Account or any Separate Account Division that we may determine to be associated with the class of contracts to which the certificate belongs to another separate account or Separate Account Division;
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operate the Separate Account as a management investment company under the 1940 Act or in any other form permitted by law;
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de-register the Separate Account under the 1940 Act in the event such registration is no longer required;
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change the name of the Separate Account;
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establish a charge against the Separate Account to recover any future federal tax liability in the event that the gains on the Net Investment Experience of the Separate Account become subject to federal income tax; and
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increase the charges assessed against the Separate Account, provided, however, that the charges will not exceed the maximum charges identified in the fee tables.
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Underlying Funds
We do not recommend or endorse any particular Fund and we do not provide investment advice. You are responsible for choosing the Funds, and the amounts allocated to each, that are appropriate for your own individual circumstances and your investment goals, financial situation, and risk tolerance. Since investment risk is borne by you, decisions regarding investment allocations should be carefully considered. Information regarding each Fund, including (i) its name; (ii) its type (e.g., money market fund, bond fund, balanced fund, etc.); (iii) its investment adviser and any sub-investment adviser; (iv) current expenses; and (v) performance is available in Appendix A to this prospectus. Please see “Appendix A – Funds Available Under the Certificate.” In making your investment selections, we encourage you to thoroughly investigate all of the information regarding the Funds that is available to you. Each Fund has issued a prospectus that contains more detailed information about the Fund. After you select Funds for your initial premium, you should monitor and periodically re-evaluate your allocations to determine if they are still appropriate.
You bear the risk of any decline in your certificate Account Value resulting from the performance of the Funds you have chosen. You can find the prospectuses and other information about the Funds online at www.MassMutual.com/SGVULII. You can also request this information at no cost by calling (800) 548-0073 or sending an email request to [email protected].
Addition, Removal, Closure, or Substitution of Funds
We do not guarantee that each Fund will always be available for investment through the certificate. We have the right to change the Funds offered through the certificate, but only as permitted by law. If the law requires, we will also get your approval and the approval of any appropriate regulatory authorities. Changes may only impact certain Certificate Owners. Examples of possible changes include: adding new Funds or Fund classes, removing existing Funds or Fund classes, closing existing Funds or Fund classes, or substituting a Fund with a different Fund. New or substitute Funds may have different fees and expenses. We will not add, remove, close, or substitute any shares attributable to your interest in a Separate Account Division without notice to you and prior approval of the SEC, to the extent required by applicable law. We reserve the right to transfer Separate Account assets to another separate account that we determine to be associated with the class of policies to which your certificate belongs.
Conflicts of Interest
The Funds available with this certificate may also be available to registered separate accounts offering variable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the Separate Account and other separate accounts of MassMutual. Although we do not anticipate any disadvantages to these arrangements, it is possible that a material conflict may arise between the interests of the Separate Account and one or more of the other separate accounts participating in the Funds. A conflict may
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occur, for example, as a result of a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of the Certificate Owners and payees and those of other insurance companies, or some other reason. In the event of a conflict of interest, we will take steps necessary to protect Certificate Owners and payees, including withdrawing the Separate Account from participation in the Funds involved in the conflict or substituting shares of other Funds.
Compensation We Receive from Funds, Advisers and Sub-Advisers
Compensation We Receive from Funds
We and certain of our affiliates receive compensation from certain Funds pursuant to Rule 12b-1 under the 1940 Act. This compensation is paid out of a Fund’s assets and may be as much as 0.25% of the average net assets of an underlying Fund that are attributable to the variable annuity and variable life insurance products issued by us and certain of our insurance affiliates that offer the particular Fund. An investment in a Fund with a 12b-1 fee will increase the cost of your investment in this certificate.
Compensation We Receive from Advisers and Sub-Advisers
We and certain of our insurance affiliates also receive compensation from the advisers and sub-advisers to some of the Funds. We may use this compensation to pay expenses that we incur in promoting, issuing, distributing and administering the certificate, and providing services on behalf of the Funds in our role as intermediary to the Funds. The amount of this compensation is determined by multiplying a specified annual percentage rate by the average net assets held in that Fund that are attributable to variable contracts issued by the variable annuity or variable life insurance products offered by us or certain of our insurance affiliates. These percentage rates differ, but currently do not exceed 0.25%. Some advisers and sub-advisers pay us more than others; some advisers and sub-advisers do not pay us any such compensation.
The compensation may not be reflected in a Fund’s expenses because this compensation may not be paid directly out of a Fund’s assets. These payments also may be derived, in whole or in part, from the advisory fee deducted from Fund assets. Certificate Owners, through their indirect investment in the Funds, bear the costs of these advisory fees (please see the Funds’ prospectuses for additional information).
In addition, we may receive fixed dollar payments from the advisers and sub-advisers to certain Funds so that the adviser and sub-adviser can participate in sales meetings conducted by us. Attending such meetings provides advisers and sub-advisers with opportunities to discuss and promote their Funds.
For a list of the Funds whose advisers currently pay such compensation, visit www.MassMutual.com/privacy-policy/compensation-arrangements or call our Administrative Office.
Compensation and Fund Selection
When selecting the Funds that will be available with the certificate, we consider each Fund’s investment strategy, asset class, manager’s reputation, and performance. We also consider the amount of compensation that we receive from the Funds, their advisers, sub-advisers, or their distributors. The compensation that we receive may be significant, and we may profit from this compensation. Additionally, we offer certain Funds through the certificate at least in part because they are managed by an affiliate.
Voting Rights
We are the legal owner of the Fund shares. However, you have the right to instruct us how to vote on questions submitted to the shareholders of the Funds supporting the certificate. This right is limited to the extent you are invested in those Separate Account Divisions on the record date. We vote shares for which we do not receive instructions in the same proportion as the shares for which we do receive instructions. The shares held in the name of the Company and its affiliates will also be proportionally voted. This process may result in a small number of Certificate Owners controlling the vote. There is no minimum number of votes required. If we determine that we are no longer required to comply with the above, we will vote the shares in our own right.
Your right to instruct us is based on the number of shares of the Funds attributable to your certificate. The number of shares of any Fund, attributable to your certificate, is determined by dividing the Account Value held in that Separate Account Division by $100.
Fractional votes are counted.
We will send you or, if permitted by law, make available electronically, proxy material and a form to complete giving us voting instructions.
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We may, when required by state insurance regulatory authorities, disregard voting instructions, if such instructions would require shares to be voted so as to cause a change in the sub-classification or investment objective of a Fund or to approve or disapprove an investment advisory contract for the Fund. In addition, we may disregard voting instructions that would require a change in the investment policy or investment adviser of one or more of the available Funds. Our disapproval of such change must be reasonable and based on a good faith determination that the change would be contrary to state law or otherwise inappropriate, considering the Fund’s objectives and purpose. If we disregard Certificate Owner voting instructions, we will advise Certificate Owners of our action and the reasons for such action.
Charges and Deductions
This section describes the charges and deductions we make under the certificate to compensate us for the services and benefits we provide, costs and expenses we incur, and risks we assume. We may profit from the charges deducted, and we may use any such profits for any purpose, including payment of distribution expenses.
In addition, the Funds pay operating expenses that are deducted from the assets of the Funds. For more information about these expenses, please see the individual Fund prospectuses.
Transaction Charges
Premium Load Charge
We deduct a premium load charge from your premium for federal and state taxes, where applicable, and the expenses related to the sale and distribution of the certificates. The premium load charge varies for each employer group depending on:
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group enrollment procedures selected by the employer;
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total group premium paid by the employer; and
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the size of the employer group.
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We may increase or decrease the current premium load charge; however, it will never exceed the maximum premium load charge which is 10% of each premium.
The amount of the premium load charge in a Certificate Year is not necessarily related to our actual sales expenses for that particular year nor is it necessarily related to the amount of state taxes applicable. To the extent that our sales expenses and state taxes are not covered by the premium load charge, they will be recovered from our surplus, including any amounts derived from the mortality and expense risk charge or the cost of insurance charge.
Example:
Assume that you make a premium payment of $1,000. The current premium load charge is 3% of each premium payment. Therefore, your premium load charge will be $30 (3% x $1,000).
Assume that you make a premium payment of $1,000. The current premium load charge is 3% of each premium payment. Therefore, your premium load charge will be $30 (3% x $1,000).
Transfer Charge
We currently allow you to make 12 transfers each Certificate Year free of charge. We reserve the right to assess a charge for transfers if there are more than 12 in a Certificate Year. The charge will not exceed $10 for each additional transfer. We will deduct any transfer charge from the amount being transferred. If imposed, the fee will reimburse us for processing the transfer.
For purposes of assessing a transfer charge, we consider all transfers made on one Valuation Date to be one transfer. We consider all transfers made in connection with Automated Account Value Transfer, and all transfers made in connection with Automated Account Re-balancing, as one transfer per Certificate Year. Transfers made in connection with loans, however, do not count as transfers for the purpose of assessing a transfer charge. Please see the ‘‘Certificate Transactions’’ section.
Withdrawal Charge
If you make a withdrawal from your certificate, we deduct a charge of up to 2% of the money you withdraw. This charge will not exceed $25 for each withdrawal. This fee is guaranteed not to increase for the duration of the certificate. We will deduct the withdrawal charge from the amount withdrawn. This charge reimburses us for processing the withdrawal.
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Surrender Charges
There are no surrender charges.
Rider Processing Fee
We will assess a one-time processing fee at the time you exercise either the Accelerated Benefits for Terminal Illness Rider or the Overloan Protection Rider. The maximum processing fee for the Accelerated Benefits for Terminal Illness Rider is $250 (the fee may vary by state, but will not exceed $250). The fee for the Accelerated Benefits for Terminal Illness Rider is deducted from the accelerated benefit payment and will reduce the amount you receive. The one-time fee to exercise the Overloan Protection Rider is equal to the Account Value multiplied by a percentage which varies by the Insured’s Attained Age at the time the rider is exercised but will not exceed 3.71%. The fee is deducted from the Account Value at the time the Overloan Protection Rider is exercised.
Periodic Charges
Loan Interest Rate Expense Charge
We assess a loan interest rate expense charge against certificates with outstanding loan balances. This charge represents the difference between the interest we charge on certificate loans and the interest we credit on the cash value we hold as collateral for certificate loans. The loan interest rate minus the loan interest expense charge is the interest rate we use to credit interest to the loaned portion of the GPA. This charge reimburses us for the ongoing expense of administering the loan.
For Certificate Years 1 through 20, the maximum loan interest rate expense charge is 3% and the current loan interest rate expense charge is 1%. For Certificate Years 21 and greater, the maximum loan interest rate expense charge is 2.50% and the current loan interest rate expense charge is 0.50%. We reserve the right to increase the loan interest rate expense charge in order to ensure your loan is not treated as a taxable distribution under federal income tax rules, which may change over time.
Monthly Charges Against the Account Value
The following charges are deducted from the Account Value on each Monthly Calculation Date.
The Monthly Calculation Date is the date on which monthly charges for the certificate are due. The first Monthly Calculation Date is the Certificate Date, and subsequent Monthly Calculation Dates are on the same day of each succeeding calendar month.
Your certificate’s Monthly Calculation Date will be listed in the certificate’s specifications pages.
The mortality and expense risk charge will be deducted pro-rata from the Separate Account Divisions according to the Account Value in each Separate Account Division. All other monthly charges will be deducted from the GPA on each Monthly Calculation Date. If the value in the GPA is less than these other monthly charges, then we will deduct the deficiency from the Separate Account pro rata according to the Account Value in the Separate Account Divisions.
Mortality and Expense Risk Charge
The mortality and expense risk charge imposed is a percentage of the certificate’s Account Value held in the Separate Account. The maximum percentage is 1% and the current percentage is 0.75%.
The charge is deducted from your Account Value allocated to the Separate Account Divisions but not from the GPA.
This charge compensates us for the mortality and expense risks we assume under the certificates and for acquisition costs. The mortality risk we assume is that the group of lives insured under our certificates may, on average, live for shorter periods of time than we estimated, and as a result, the cost of insurance charges will be insufficient to meet actual claims.
The expense risk we assume is that our costs of issuing, distributing and administering the certificates will exceed the charges collected.
If all the money we collect from this charge is not needed to cover death benefits and expenses, it will be our gain. We will use this gain for any purpose, including payment of sales commissions. If the money we collect is insufficient, we will still pay all valid claims and expenses.
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Cost of Insurance Charge
The cost of insurance charge reimburses us for providing you with life insurance protection. We determine the cost of insurance charge separately for the Base and Supplemental Selected Face Amounts. We expect to profit from this charge and may use these profits for any lawful purpose. We deduct a cost of insurance charge based on your certificate’s Insurance Risk. Insurance Risk is a liability of the insurance company and is equal to the difference between the death benefit and the Account Value. This charge is deducted first from the GPA until the Account Value in the GPA is exhausted. Any remaining charge not deducted from the GPA will be deducted from the Separate Account Divisions in proportion to the value in each as of the date of the deduction.
The maximum cost of insurance charge rates associated with your certificate are shown in the certificate specifications pages.
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For Certificates Issued After December 31, 2019: These rates are calculated using 150% of the ultimate 2017 Commissioners’ Standard Ordinary (2017 CSO), Age-Last Birthday, Unisex (80% male) and Composite Table.
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For Certificates Issued On or Before December 31, 2019: These rates are calculated using 150% of the ultimate 2001 Commissioners’ Standard Ordinary (2001 CSO), Age-Last Birthday, Unisex (80% male) and Composite Table.
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We may charge less than the maximum monthly insurance charges shown in the table(s). In this case, the monthly insurance charge rates will be based on a number of factors, including but not limited to, our expectations for future mortality, investment earnings, persistency and expense results, capital and reserve requirements, taxes, and future profits. Any change in these charges will apply to all individuals in the same class.
Your certificate’s actual or current cost of insurance charge rates are based on the Insured’s issue age and the rate classification to which the certificate belongs. Rate classification is based on risk classification and group rating (including whether coverage is mandatory or voluntary). Within a rate classification, cost of insurance charge rates generally increase as the Insured’s age increases and may vary with the number of years coverage has been In Force, the group’s status and whether the Insured continues to be employed by or associated with the sponsoring employer or group.
For certificates where the Insured is no longer employed by or associated with the sponsoring employer or group (Portable Certificate), the applicable cost of insurance rate for basic (i.e. employer-paid) coverage will vary as described below.
Any changes to the applicable cost of insurance rate will take effect on the Certificate Anniversary date on or next following the Portability Date (the Valuation Date on which we are notified that the Insured’s employment or association with the sponsoring group has terminated).
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For Certificates Issued After December 31, 2019: The applicable cost of insurance rates will vary each year based on the Insured’s Attained Age and the number of Certificate Years from the Portability Date. The cost of insurance rates for these Portable Certificates will generally be 110% to 190% higher than the cost of insurance rates applicable to Insureds who are still employed by or associated with the sponsoring employer or group.
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For Certificates Issued On or Before December 31, 2019: The applicable cost of insurance rates will vary based on the certificate’s funding ratio as of the Portability Date. The funding ratio is defined as the Account Value divided by the Base Selected Face Amount. Certificates with a funding ratio greater than or equal to a predefined threshold will continue to be subject to the same cost of insurance rates as those applicable to Insureds who are still employed by or associated with the sponsoring employer or group. These predefined thresholds vary by issue age and range from 3.66% to 12.85%. The cost of insurance rates for certificates with funding ratios below these predefined thresholds will increase, starting on the Certificate Anniversary on or next following the Portability Date.
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How the Cost of Insurance Charge is Calculated
We calculate the cost of insurance charge on the first day of each certificate month by multiplying the current cost of insurance charge rate by a discounted Insurance Risk. The discounted Insurance Risk is the difference between:
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The amount of death benefit available on that date, under the death benefit option in effect, divided by one plus the monthly equivalent of the minimum annual interest rate for the GPA; and
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The Account Value at the beginning of the certificate month before the monthly insurance charge is due.
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The following steps describe how we calculate the cost of insurance charge for your certificate.
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Step 1: We calculate the Account Value after all additions and deductions other than the deduction of the cost of insurance charge and any rider charges.
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Step 2: To calculate the cost of insurance charge attributable to the Base Selected Face Amount:
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| (a) | The amount of the death benefit attributable to the Base Selected Face Amount will be the greater of |
| (i) | the Base Selected Face Amount if Death Benefit Option A is in effect or the Base Selected Face Amount plus Account Value, as computed in Step 1 above, if Death Benefit Option B is in effect and |
| (ii) | the Minimum Death Benefit. The Minimum Death Benefit used here is based on the Account Value computed in Step 1 above. |
| (b) | We divide the amount of the death benefit determined in Step 2(a) above by an amount equal to 1 plus the monthly equivalent (expressed as a decimal fraction) of the minimum annual interest rate for the GPA (1%). |
| (c) | We subtract the Account Value, as computed in Step 1 above, from the amount of benefit for the Base Selected Face Amount determined in Step 2(b) above. The result is the discounted Insurance Risk for the Base Selected Face Amount. |
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Step 3: We multiply the discounted Insurance Risk (determined in Step 2) by the cost of insurance charge rate.
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Step 4: To calculate the cost of insurance charge attributable to the Supplemental Selected Face Amount:
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| (i) | The amount of benefit attributable to the Supplemental Selected Face Amount will be the Supplemental Selected Face Amount reduced by (but not to less than zero) the excess, if any, of the Minimum Death Benefit over: for Death Benefit Option A, the Base Selected Face Amount; or for Death Benefit Option B, the Base Selected Face Amount plus the certificate’s Account Value as computed in Step 1 above. The Minimum Death Benefit used here is based on the Account Value computed in Step 1 above. |
| (ii) | We divide the amount of benefit determined in Step 4(a) above by an amount equal to 1 plus the monthly equivalent (expressed as a decimal fraction) of the minimum annual interest rate for the GPA (1%). The result is the discounted Insurance Risk for the Supplemental Selected Face Amount. |
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Step 5: We multiply the discounted Insurance Risk (determined in Step 4) by the cost of insurance charge rate.
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Step 6: We add the Base Selected Face Amount cost of insurance charge calculated in Step 3 above to the Supplemental Selected Face Amount cost of insurance charge calculated in Step 5 above. This amount is your monthly cost of insurance charge.
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Additional Information about the Cost of Insurance Charge
We will apply any changes in the cost of insurance charges in a manner not unfairly discriminatory to Certificate Owners. No change in insurance classification or cost will occur on account of deterioration of the Insured’s health after we issue the certificate.
Because your Account Value and death benefit may vary from month to month, your cost of insurance charge may also vary on each Monthly Calculation Date. The cost of your insurance depends on the amount of the Insurance Risk on your certificate. Factors that may affect the Insurance Risk include:
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the amount and timing of premium payments;
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investment performance;
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fees and charges assessed;
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rider charges;
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withdrawals;
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certificate loans;
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changes to the Base and/or Supplemental Selected Face Amount; and
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changes to the death benefit option.
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Rider Charges
You can obtain additional benefits by applying for riders on your certificate. The purpose of the charge for these riders is to compensate us for the anticipated cost of providing the additional benefits. More information regarding the riders’ charges can be found below, under “Other Benefits Available Under the Certificate” heading.
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Reduction of Charges
We may reduce or eliminate certain charges (premium load charge, cost of insurance charge, or other charges) where the size or nature of the group results in savings in sales, underwriting, administrative or other costs, to us. These charges may be reduced in certain groups, sponsored arrangements or special exchange programs made available by us. Eligibility for reduction in charges and the amount of any reduction is determined by a number of factors, including:
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the number of Insureds;
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the total premium expected to be paid;
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total assets under management for the Group Policy owner;
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the nature of the relationship among individual Insureds;
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the purpose for which the certificates are being purchased;
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the expected persistency of individual certificates; and
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any other circumstances which are rationally related to the expected reduction in expenses.
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The extent and nature of reductions may change from time to time. The charge structure may vary. Variations are determined in a manner not unfairly discriminatory to Certificate Owners which reflects differences in costs of services.
Any reduction in charges may be discontinued after termination of employment or other relationship or if the employer is no longer sponsoring the program.
Certificate Owner, Insured, Beneficiary
Certificate Owner
The Certificate Owner is the person who will generally make the choices that determine how the certificate operates while it is In Force. You name the Certificate Owner in the application. However, the Certificate Owner may be changed by Written Request received in Good Order at our Administrative Office while the certificate is In Force; therefore, the Certificate Owner is the person we have listed as such in our records. Generally, the change of Certificate Owner will take effect as of the date the Written Request is signed. Generally, you may not change the Certificate Owner without our approval. Please see ‘‘Appendix F – State Variations of Certain Certificate Features.’’ We will refuse or accept any requested change of Certificate Owner on a non-discriminatory basis. Please see your certificate. Each change will be subject to any payment we made or other action we took before receiving the Written Request.
The sale of your certificate to an unrelated investor, sometimes called a viatical or a life settlement, typically has transaction costs that may reduce the value of your estate. Discuss the benefits and risks of selling your life insurance certificate with your registered representative and estate planner before you enter into a life settlement. Such a sale may also have adverse tax consequences. Please see ‘‘Sales to Third Parties’’ in the ‘‘Federal Income Tax Considerations’’ section for additional information.
Insured
The Insured is the person on whose life the certificate is issued. The Certificate Owner must have an insurable interest in the life of the Insured in order for the certificate to be valid under state law and for the certificate to be considered life insurance for income tax purposes. If the certificate does not comply with the insurable interest requirements of the issue state at the time of issue, the certificate may be deemed void from the beginning. As a result, the certificate would not provide the intended benefits. It is the responsibility of the Certificate Owner to determine whether proper insurable interest exists at the time of certificate issuance.
You name the Insured in the application for the certificate. Generally, we will not issue a certificate for an Insured who is beyond Attained Age 80.
Beneficiary
The Beneficiary is the person you name in the application to receive any death benefit. You may name different classes of Beneficiaries, such as primary and secondary. These classes will set the order of payment. There may be more than one Beneficiary in a class.
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Unless an irrevocable Beneficiary has been named, you can change the Beneficiary at any time before the Insured dies by sending a Written Request in Good Order to our Administrative Office. The Certificate Owner must have the consent of an irrevocable Beneficiary to change the Beneficiary. Generally, the change will take effect as of the date your Written Request is signed. Each change will be subject to any payment we made or other action we took before receiving the Written Request in Good Order.
If no Beneficiary is living or in existence when the Insured dies, we will pay you the death benefit unless the certificate states otherwise. If you are deceased, the death benefit will be paid to your estate. Please see ‘‘Appendix F – State Variations of Certain Certificate Features’’ for state variations pertaining to this provision.
Purchasing a Certificate
To apply for a certificate you must send us a completed application. The Certificate Owner selects, within our limits, the certificate’s Total Selected Face Amount. The Total Selected Face Amount is a combination of the Base Selected Face Amount and any Supplemental Selected Face Amount and is used to determine the amount of insurance coverage the certificate provides while it is In Force. The minimum Base Selected Face Amount of a certificate is currently $50,000. The available Supplemental Selected Face Amount choices are based on a non-discriminatory plan design that is agreed to by us and the Group Policy owner and are typically based on either a multiple of each employee’s compensation or flat coverage amounts based upon the employee’s job classification.
The available coverage amounts will be provided to you at the time of application.
The Base Selected Face Amount and the Supplemental Selected Face Amount on the Certificate Date are listed on the certificate specifications pages. The Certificate Date is the date used as the starting point for determining Certificate Anniversaries, Certificate Years and Monthly Calculation Dates. Your Certificate Anniversary is the anniversary of the Certificate Date.
We determine whether to accept or reject the application for the certificate. The date we actually issue the certificate is called the issue date (Issue Date). Coverage under the certificate becomes effective on the certificate’s Issue Date.
Your Right to Return the Certificate
You have the right to examine your certificate. If you change your mind about owning it, generally, you may cancel it within ten calendar days of receiving it (Free Look). If you cancel the certificate within the Free Look period, we will issue you a refund.
The refund will equal any premium paid for this certificate plus interest credited to this certificate under the GPA to the date this certificate is received by us.
During the Free Look period, your Net Premium is held in the GPA. To cancel the certificate, return it to us at our Administrative Office.
Please see ‘‘Appendix F – State Variations of Certain Certificate Features’’ for state variations pertaining to the Free Look period.
Sending Requests in Good Order
From time to time you may want to submit a Written Request for a change of Beneficiary, a transfer, or some other action. A Written Request is a written or electronic communication or instruction in Good Order sent by the Certificate Owner to, and received by MassMutual at, our Administrative Office. We may allow requests to be submitted by telephone, fax, website, or other electronic media for certain transactions. Telephone, fax, email, or internet transactions may not always be available. Telephone, fax, and computer systems can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. We may make these additional methods available at our discretion. They may be suspended or discontinued at any time without notice. Not all transaction types can be requested by telephone, website or other electronic media.
Availability
The certificates are only available to individuals who are members of a group where the Group Policy owner such as an employer, sponsoring organization or trust is the owner of a group policy (Group Policy) issued by MassMutual. We refer to a group of
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certificates issued to individuals with a common employment or other non-insurance motivated relationship as a case (Case). We aggregate each individual in a Case for purposes of determining:
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Issue Dates;
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Certificate Dates; and
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underwriting classification.
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The Group Policy specifies the rights and privileges of the employer or Group Policy owner. The certificate is evidence of coverage under the Group Policy. You may exercise all rights and privileges under the certificate directly with us. After termination of the employment or other relationship or if the employer is no longer sponsoring the program, you may exercise all rights and privileges directly with us.
In connection with the offering and sale of the certificate, we reserve the right to reject any purchase application.
Premiums
Premium Payments
There are three premium concepts under the certificate:
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Minimum Initial Premium
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Planned Premium
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Minimum Premium Amount
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Minimum Initial Premium
You or the Group Policy owner must pay the Minimum Initial Premium and submit the application and all other required forms in Good Order to our Administrative Office before we will issue your certificate. The Minimum Initial Premium is $500, which can be paid in one lump sum or throughout the first Certificate Year via payroll deduction or by Pre-Authorized Check (PAC) Premium Payment Service (described below). The certificate year (Certificate Year) is the 12 month period beginning with the Certificate Date, and each successive 12 month period thereafter. Your Minimum Initial Premium is specified in your certificate specifications pages. The minimum amount for each payroll deduction or PAC premium payment is $50 per month.
Planned Premium
The frequency of premium payments is selected by your employer and can be one month, one calendar quarter, a six month period, or one year. You and your employer decide the amount of premiums you intend to pay. We call the intended premium amount a ‘‘Planned Premium.’’
The Planned Premium for your certificate may be subject to minimum and maximum amounts depending on:
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the Total Selected Face Amount of your certificate;
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the Insured’s age; and
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the employer group.
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The Planned Premium frequency selected by the employer forms the basis for the billing cycle for your certificate. If the employer selects a monthly frequency, then we will send your employer a monthly Planned Premium invoice for your certificate. If the employer selects a yearly frequency, then we will send your employer an annual Planned Premium invoice. The employer may change the Planned Premium frequency at any time by Written Request to us.
If you become disassociated from your employer or if your employer no longer sponsors the program, you may elect to continue the certificate on your own. If you choose to continue the certificate, you will become vested in all certificate rights previously held by your employer, including the right to change the frequency of Planned Premium payments to any mode but monthly, unless you select the PAC Premium Payment Service (described below). Please see ‘‘Appendix F – State Variations of Certain Certificate Features’’ for state variations pertaining to this provision.
There is no penalty if the employer does not pay the Planned Premium; however, if the employer does not pay the Planned Premium by the premium notice due date, we will deduct that amount from your Account Value. Payment of the Planned Premium does not guarantee coverage for any period of time. Even if the employer pays Planned Premiums, the certificate terminates if the Account
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Value less any Certificate Debt becomes insufficient to pay monthly charges and the Grace Period expires without sufficient payment. Please see ‘‘Certificate Termination and Reinstatement’’ in the ‘‘Certificate Value’’ section.
Example:
Your Certificate Anniversary is on January 2 and the planned quarterly premium payments are made. We have been sending a bill each quarter for the applicable premium. In June, we receive notification to change the Planned Premium from quarterly payments to annual payments. In this situation, we would have sent bills for the first and second quarterly payments of that year. After receiving notification, however, we would not send a bill for the last two quarterly payments of that year. We will send the next bill on the following Certificate Anniversary date (January 2). If a premium payment is not made between July and January 2, your certificate may lapse before the next bill is received. For more information on what happens if your certificate lapses, please see the ‘‘Certificate Termination and Reinstatement’’ section.
Your Certificate Anniversary is on January 2 and the planned quarterly premium payments are made. We have been sending a bill each quarter for the applicable premium. In June, we receive notification to change the Planned Premium from quarterly payments to annual payments. In this situation, we would have sent bills for the first and second quarterly payments of that year. After receiving notification, however, we would not send a bill for the last two quarterly payments of that year. We will send the next bill on the following Certificate Anniversary date (January 2). If a premium payment is not made between July and January 2, your certificate may lapse before the next bill is received. For more information on what happens if your certificate lapses, please see the ‘‘Certificate Termination and Reinstatement’’ section.
Minimum Premium Amount
The Minimum Premium Amount is an estimate of the premium sufficient to pay the monthly charges (other than the Mortality and Expense Risk charge) until the next Planned Premium due date.
We base the Minimum Premium Amount for a certificate on:
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cost of insurance charges;
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the premium load charge; and
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any applicable rider charges.
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Premium Payment Plan
For recurring withdrawals from a bank account, you may elect to pay premiums by pre-authorized check. Under this procedure, we automatically deduct premium payments each month from a designated bank account. We will not send a bill for these automatic payments. The pre-authorized check service may commence at any time, unless your certificate has entered its Grace Period. You can discontinue this service by contacting our Administrative Office.
This pre-authorized check (PAC) service may be initiated or updated by visiting www.MassMutual.com or by submitting a completed PAC form.
We must receive notification of account changes at our Administrative Office at least ten days before the next draft. Withdrawals from the designated bank account will be made on the designated draft date. We may discontinue the pre-authorized check service for your certificate and automatically switch you to quarterly billing if:
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your certificate has insufficient value to cover the monthly charges due and your Planned Premium is below the current monthly deductions; or
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we are unable to obtain the premium payment from your bank account.
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Premium Flexibility
While your certificate is In Force, you may pay premiums at any time before the death of the Insured subject to certain restrictions. Except for the Minimum Initial Premium, so long as you have sufficient Account Value to keep the certificate In Force, there are no required premium payments under the certificate.
We have the right to refund a premium paid in any year if it will increase the Insurance Risk under the certificate. The Insurance Risk is the difference between the death benefit payable and the Account Value of your certificate. Premium payments must be sent in Good Order to our Administrative Office.
This certificate is intended to qualify under Section 7702 of the IRC as a ‘‘life insurance contract’’ for federal tax purposes under either the Cash Value Accumulation Test or Guideline Premium Test as chosen by the Group Policy owner. To maintain its status as a ‘‘life insurance contract’’ we will monitor the certificate for compliance with the limits established by the IRC. In any Certificate Year, we reserve the right to take any action we deem necessary to maintain the status of the certificate, including the right to refuse or refund premium or distribute a portion of your Account Value.
In some cases, applying a subsequent premium payment in a Certificate Year could result in your certificate becoming a MEC. In general, a MEC is a life insurance contract that fails to meet a ‘‘7-pay test.’’ Under the 7-pay test, if the amount of premiums paid
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under the life insurance contract at any time during the first seven contract years exceeds the sum of the net level premiums that would have been paid if the contract provided paid-up future benefits after the payment of seven level annual payments, the contract is deemed a MEC. If a certificate is a MEC under federal tax law, loans, withdrawals, and other amounts distributed under the certificate are taxable to the extent of any income accumulated in the certificate. Please see the ‘‘Modified Endowment Contracts’’ section for more information. We will not credit any amount of premium to your certificate that will exceed MEC limits unless we have written authorization from the Certificate Owner to allow MEC status.
Additionally, we will follow these procedures:
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If we receive a subsequent premium payment that would cause the certificate to become a MEC, the premium payment will be considered not in Good Order. We will credit only that part of the premium payment to the certificate that will not cause the certificate to become a MEC. We will return the remaining portion of the payment to the premium payer.
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In addition, the payment frequency may be changed to annual to prevent subsequent premium bills from being produced prior to the next Certificate Anniversary date.
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These procedures may not apply if there has been a material change to your certificate that impacts the 7-pay limit or 7-pay period because the start of the 7-pay period may no longer coincide with your Certificate Anniversary. Please see ‘‘Modified Endowment Contracts’’ in the ‘‘Federal Income Tax Considerations’’ section for additional information.
How and When Your Premium is Allocated
When applying for the certificate, you indicate how you want Net Premiums allocated among the Separate Account Divisions and the GPA. You choose the percentages of your Net Premiums to be allocated to the Separate Account Divisions and/or the GPA. Net Premium is equal to premium paid less the premium load charge. You may choose any percentages (in whole numbers) as long as the total is 100%. You may allocate Net Premiums to a maximum of 25 Separate Account Divisions and the GPA at any time. However, we reserve the right to limit the number of Separate Account Divisions to which you can allocate your premiums if the limitation is necessary to protect your certificate status as life insurance under federal tax law.
You may change your Net Premium allocation at any time by sending a Net Premium Allocation Request form to us at our Administrative Office. You may also change your Net Premium allocation by telephone or fax transmission, subject to certain restrictions. Please note that telephone, fax, or website transactions may not always be available. Telephone, computer systems, and faxes can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. To help protect against unauthorized or fraudulent telephone instructions, we will take reasonable steps to confirm that telephone instructions given to us are genuine. We may record all telephone conversations.
A request to change your Net Premium allocation will become effective on the Valuation Date we receive your request, in Good Order, at our Administrative Office. If we receive your request in Good Order on a non-Valuation Date or after the end of a Valuation Date, the change will become effective on the next Valuation Date.
You may maintain Account Value in a total of 25 Separate Account Divisions and the GPA at any one time. If you would like to allocate Net Premiums or transfer Account Value to additional Separate Account Divisions, you must first transfer all Account Value from one or more of the existing Separate Account Divisions to ensure that the limit of 25 is not exceeded.
During the Free Look period, we will apply the initial Net Premium we receive to the GPA. At the end of the Free Look period, we will apply an amount equal to the Minimum Premium Amount to the GPA. Any excess will be allocated to the GPA and/or the Separate Account Divisions according to your instructions and subject to our current allocation rules.
For all subsequent premium payments, an amount equal to the Minimum Premium Amount due will be allocated to the GPA. Amounts in excess of the Minimum Premium Amount due will be allocated in accordance with your instructions, subject to our current allocation rules.
If a payment is refused by your bank after we have applied the premium payment to your certificate, the transaction will be deemed void and your payment will be reversed.
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Paid-up Certificate Date
The Paid-up Certificate Date is the Certificate Anniversary after the Insured’s 100th birthday. On and after this date, your Base Selected Face Amount will equal the Account Value and your Supplemental Selected Face Amount will equal zero. As of this date and thereafter, the death benefit option will be Death Benefit Option A, the charge for cost of insurance will be $0 and we will no longer accept premium payments. We will continue to deduct any other Account Value charges.
Your payment of premiums does not guarantee that the certificate will continue In Force to the Paid-up Certificate Date.
Transfers
While your certificate is In Force, you may generally transfer all or part of a Separate Account Division’s Account Value to any other Separate Account Division or the GPA by indicating the dollar amount or the percentage (in whole numbers) you wish to transfer. Transfers are effective on the Valuation Date we receive your Written Request. If we receive your Written Request on a non-Valuation Date or after the end of a Valuation Date, your transfer request will be effective on the next Valuation Date.
You can submit transfer requests by sending us a Written Request on our transfer request form. You may also submit transfer requests by telephone, or by other means we authorize, subject to certain restrictions. To help protect against unauthorized or fraudulent telephone instructions, we will take reasonable steps to confirm that telephone instructions given to us are genuine. We may record all telephone conversations.
Generally, there is no limit on the number of transfers you may make among the Separate Account Divisions. However, as discussed more fully in the section below, we may terminate, limit, or modify your ability to make such transfers due to frequent trading or market timing activity. We currently do not charge a fee for transfers. We do, however, reserve the right to charge a fee for transfers if there are more than 12 transfers in a Certificate Year. This fee will not exceed $10 per transfer. We will consider all transfers made on one Valuation Date to be one transfer.
You may maintain Account Value in a maximum of 25 Separate Account Divisions and the GPA at any one time. If you have allocated Account Value to 25 Separate Account Divisions and would like to allocate Net Premiums or transfer Account Value to additional Separate Account Divisions, you must first transfer all Account Value from one or more of the existing Separate Account Divisions to ensure that the limit of 25 is not exceeded.
You may transfer Account Value from the Separate Account to the GPA at any time without incurring a fee. You may only transfer Account Value from the GPA to the Separate Account once per Certificate Year. This transfer may not exceed 25% of the GPA Value (less any Certificate Debt) at the time of your transfer.
There is one exception to this rule. If:
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you have transferred 25% of the GPA Value (less any Certificate Debt) in each of the previous three Certificate Years, and
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you have not allocated premium payments or made transfers to the GPA during any of the previous three Certificate Years, except as a result of a certificate loan, then you may transfer the remainder of the GPA Value (less any Certificate Debt) out of the GPA in the succeeding Certificate Year.
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Limits on Frequent Trading and Market Timing Activity
This certificate and its investment choices are not designed to serve as vehicles for what we have determined to be frequent trading or market timing trading activity. We consider these activities to be abusive trading practices that can disrupt the management of a Fund in the following ways:
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by requiring the Fund to keep more of its assets liquid rather than investing them for long-term growth, resulting in lost investment opportunity; and
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by causing unplanned portfolio turnover.
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These disruptions, in turn, can result in increased expenses and can have an adverse effect on Fund performance that could impact all Certificate Owners and Beneficiaries under the certificate, including long-term Certificate Owners who do not engage in these activities. Therefore, we discourage frequent trading and market timing trading activity and will not accommodate frequent transfers among the Funds. Organizations and individuals that intend to trade frequently and/or use market timing investment strategies should not purchase this certificate. We have adopted policies and procedures to help us identify those individuals or entities that we determine may be engaging in frequent trading and/or market timing trading activities. We monitor trading activity to uniformly
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enforce those procedures. However, those who engage in such activities may employ a variety of techniques to avoid detection. Our ability to detect frequent trading or market timing may be limited by operational or technological systems, as well as by our ability to predict strategies employed by Certificate Owners (or those acting on their behalf) to avoid detection. Therefore, despite our efforts to prevent frequent trading and the market timing of Funds among the Separate Account Divisions, there can be no assurance that we will be able to identify all those who trade frequently or those who employ a market timing strategy (or any intermediaries acting on behalf of such persons) and curtail their trading in every instance. Moreover, our ability to discourage and restrict frequent trading or market timing may be limited by decisions of state regulatory bodies and court orders that we cannot predict. In addition, some of the Funds are available with variable products issued by other insurance companies. We do not know the effectiveness of the policies and procedures used by these other insurance companies to detect frequent trading and/or market timing. The Funds may reflect lower performance and higher expenses across all variable contracts as a result of undetected abusive trading practices. If we, or the investment adviser to any of the Funds available with this certificate, determine that a Certificate Owner’s transfer patterns reflect frequent trading or employment of a market timing strategy, we will allow the Certificate Owner to submit transfer requests by regular mail only. We will not accept the Certificate Owner’s transfer request if submitted by overnight mail, fax, the telephone, our website, or any other type of electronic medium. Additionally, we may reject any single trade that we determine to be abusive or harmful to the Fund.
Orders for the purchase of Fund shares may be subject to acceptance by the Fund. Therefore, we reserve the right to reject, without prior notice, any Fund transfer request if the investment in the Fund is not accepted for any reason. In addition, Funds may assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. The prospectuses for the Funds describe the Funds’ frequent trading or market timing policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. We have entered into a written agreement, as required by SEC regulation, with each Fund or its principal underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity of individual Certificate Owners, and to execute instructions from the Fund to restrict or prohibit further purchases or transfers by specific Certificate Owners who violate the frequent trading or market timing policies established by the Fund. Certificate Owners and other persons with interests in the policies should be aware that the purchase and redemption orders received by the Funds generally are “omnibus” orders from intermediaries, such as retirement plans or separate accounts funding variable insurance contracts. The omnibus orders reflect the aggregation and netting of multiple orders from individual Certificate Owners of variable contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the Funds in their ability to apply their frequent trading or market timing policies and procedures. It may also require us to restrict or prohibit further purchases or transfers as requested by a Fund on all policies owned by a Certificate Owner whose trading activity under one variable contract has violated a Fund’s frequent trading or market timing certificate. If a Fund believes that an omnibus order reflects one or more transfer requests from Certificate Owners engaged in frequent trading or market timing activity, the Fund may reject the entire omnibus order.
We will notify you in writing if we reject a transfer or if we implement a restriction due to frequent trading or the use of market timing investment strategies. If we do not accept a transfer request, no change will be made to your allocations per that request. We will then allow you to resubmit the rejected transfer by regular mail only. Additionally, we may in the future take any of the following restrictive actions that are designed to prevent the employment of a frequent trading or market timing strategy:
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not accept transfer instructions from a Certificate Owner or other person authorized to conduct a transfer;
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limit the number of transfer requests that can be made during a Certificate Year; and
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require the value transferred into a Fund to remain in that Fund for a particular period of time before it can be transferred out of the Fund.
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We will apply any restrictive action we take uniformly to all Certificate Owners we believe are employing a frequent trading or market timing strategy. These restrictive actions may not work to deter frequent trading or market timing activity. We reserve the right to revise our procedures for detecting frequent trading and/or market timing at any time without prior notice if we determine it is necessary to do so in order to better detect frequent trading and/or market timing, to comply with state or federal regulatory requirements, or to impose different restrictions on frequent traders and/or market timers. If we modify our procedures, we will apply the new procedure uniformly to all Certificate Owners.
Automated Account Value Transfer
Automated Account Value Transfer allows you to make monthly transfers of Account Value in a Separate Account Division to any combination of Separate Account Divisions and the GPA. You may maintain value in a total of 25 Separate Account Divisions and the GPA at any one time. You must specify the amount you wish to transfer as a dollar amount or a percentage (rounded to two decimal places). Automated Account Value Transfers are not available from more than one Separate Account Division or from the GPA. We
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consider this process as one transfer per Certificate Year. We do not charge you for participating in the Automated Account Value Transfer Program.
You can elect, change or cancel Automated Account Value Transfer on any Valuation Date, provided we receive a fully completed Written Request at our Administrative Office. We will only make transfers on the Monthly Calculation Date. The effective date of the first automated transfer will be the first Monthly Calculation Date after we receive your Written Request. If we receive your request before the end of the Free Look period, your first automated transfer will occur on the Valuation Date next following the end of this period.
Transfers will occur automatically. However, you must specify:
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the Separate Account Division we are to transfer from;
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the Separate Account Division(s) and/or GPA we are to transfer to; and
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the length of time during which transfers will continue.
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If your transfer amount is greater than your Account Value in the Separate Account Division we are transferring from, then we will transfer your remaining value in that Separate Account Division in the same proportion as your previously transferred amounts. We will not process any more automated transfers thereafter.
We may at any time modify, suspend or terminate the Automated Account Value Transfer Program without prior notification.
You may not elect Automated Account Value Transfer while you have elected Automated Account Re-balancing for your certificate.
Automated Account Re-balancing
Automated Account Re-balancing permits you to maintain a specified percentage (rounded to two decimal places) of your Account Value in any combination of the Separate Account Divisions and the GPA. You may maintain value in a total of 25 Separate Account Divisions and the GPA at any one time. We must receive a fully completed Written Request to begin your Automated Account Re-balancing Program. Then, we will make transfers on a quarterly basis to and from the Separate Account Divisions and the GPA to re-adjust your Account Value to your specified percentage. Quarterly re-balancing is based on your Certificate Year. The minimum amount we will transfer under this provision is $5.00. We do not charge you for participating in the Automated Account Re-balancing program.
This program allows you to maintain a specific allocation of Account Value among the Separate Account Divisions and the GPA. We will re-balance your Account Value only on a Monthly Calculation Date. We consider automated account re-balancing as one transfer per Certificate Year.
You can elect or cancel automated account re-balancing on any Valuation Date, provided we receive a fully completed Written Request at our Administrative Office. You may only change allocation percentages once each Certificate Year. In addition, you may only reduce your allocation to the GPA by up to 25% once each Certificate Year.
The effective date of the first automated re-balancing will be the first Monthly Calculation Date after we receive your Written Request at our Administrative Office. If we receive the request before the end of the Free Look period, your first re-balancing will occur on the Valuation Date next following the end of the Free Look period.
We may at any time modify, suspend or terminate the Automated Account Re-balancing program without prior notification.
You may participate in either the Automated Account Value Transfer Program or the Automated Account Re-balancing program at one time, but may not participate in both programs at the same time.
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Example:
Assume that your initial Net Premium payment is split among four Separate Account Divisions: MML VIP Barings Core Bond, MML Foreign, MML VIP Franklin Templeton Equity and Nomura VIP Asset Strategy. Further assume that you have also completed an Automated Account Re-balancing Request form indicating that you want the values in the Separate Account Divisions re-balanced quarterly, beginning today, January 10, as follows:
• 60% in MML VIP Barings Core Bond and
• 40% in Nomura VIP Asset Strategy.
Over the next 2½ months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the MML VIP Barings Core Bond division represents 80% of the value of the two selected Separate Account Divisions in your Portfolio Re-balancing Program.
Three months from the date you selected to begin your quarterly Automated Account Re-balancing program, April 10, we will sell all units in the MML Foreign and MML VIP Franklin Templeton Equity divisions using the proceeds to purchase units in the MML VIP Barings Core Bond (60%) and Nomura VIP Asset Strategy (40%) divisions. In addition, some of your units in the MML VIP Barings Core Bond division will be sold and the proceeds will be used to purchase additional units in the Nomura VIP Asset Strategy division to bring the ratio of the two investment choices to 60/40 respectively.
Assume that your initial Net Premium payment is split among four Separate Account Divisions: MML VIP Barings Core Bond, MML Foreign, MML VIP Franklin Templeton Equity and Nomura VIP Asset Strategy. Further assume that you have also completed an Automated Account Re-balancing Request form indicating that you want the values in the Separate Account Divisions re-balanced quarterly, beginning today, January 10, as follows:
• 60% in MML VIP Barings Core Bond and
• 40% in Nomura VIP Asset Strategy.
Over the next 2½ months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the MML VIP Barings Core Bond division represents 80% of the value of the two selected Separate Account Divisions in your Portfolio Re-balancing Program.
Three months from the date you selected to begin your quarterly Automated Account Re-balancing program, April 10, we will sell all units in the MML Foreign and MML VIP Franklin Templeton Equity divisions using the proceeds to purchase units in the MML VIP Barings Core Bond (60%) and Nomura VIP Asset Strategy (40%) divisions. In addition, some of your units in the MML VIP Barings Core Bond division will be sold and the proceeds will be used to purchase additional units in the Nomura VIP Asset Strategy division to bring the ratio of the two investment choices to 60/40 respectively.
Certificate Value
How the Value of Your Certificate is Calculated
The value of your certificate is called its Account Value. The Account Value has two components:
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the Variable Account Value, and
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the GPA Value.
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We will calculate your Account Value on each Valuation Date. Initially, this value equals the net amount of the initial premium paid under the certificate. This amount is applied to the GPA until the expiration of the Free Look period. After the Free Look period, we will apply an amount equal to the Minimum Premium Amount to the GPA. Any excess amounts are then allocated among the Separate Account Divisions and/or the GPA according to your instructions, subject to applicable restrictions.
Variable Account Value
Transactions in your Separate Account Divisions are all reflected through the purchase and sale of Accumulation Units. An Accumulation Unit is a unit of measure that we use to determine the value in each Separate Account Division. For instance, before we invest your Net Premium payment in a Separate Account Division, we convert your Net Premium payment into Accumulation Units and then purchase an appropriate number of shares in the designated Fund.
The Variable Account Value is the sum of your values in each of the Separate Account Divisions. It reflects:
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Net Premiums allocated to the Separate Account; plus
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transfers to the Separate Account from the GPA; less
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transfers and withdrawals from the Separate Account; less
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fees and charges deducted from the Separate Account; adjusted by
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the Net Investment Experience of the Separate Account.
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Net Investment Experience
The Net Investment Experience of the Variable Account Value is reflected in the value of the Accumulation Units.
Every Valuation Date we determine the value of an Accumulation Unit for each of the Separate Account Divisions. Changes in the Accumulation Unit value reflect the investment performance of the Fund as well as Fund expenses.
The value of an Accumulation Unit may go up or down from Valuation Date to Valuation Date.
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When you make a premium payment, we credit your certificate with Accumulation Units. We determine the number of Accumulation Units to credit by dividing the amount of the Net Premium payment allocated to a Separate Account Division by the unit value of the Accumulation Unit for that Separate Account Division. When you make a withdrawal, we deduct Accumulation Units representing the withdrawal amount from your certificate. We deduct Accumulation Units for insurance and other certificate charges.
We calculate the value of an Accumulation Unit for each Separate Account Division at the end of each Valuation Date. Any change in the Accumulation Unit value will be reflected in your certificate’s Account Value.
Guaranteed Principal Account Value
The GPA Value is the accumulation of:
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| (2) | amounts transferred into the GPA; less |
| (3) | amounts transferred or withdrawn from the GPA; less |
| (4) | charges deducted from the GPA; plus |
| (5) | interest credited to the GPA. |
Interest on the Guaranteed Principal Account
The GPA Value earns interest at an effective annual rate, credited daily.
For the part of the GPA Value equal to any Certificate Debt, the daily rate we use is the daily equivalent of the greater of:
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the annual credited loan interest rate minus the loan interest rate expense charge; or
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1%.
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For the part of the GPA Value in excess of any Certificate Debt, the daily rate we use is the daily equivalent of:
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the current interest rate we declare; or
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the guaranteed interest rate of 1%, if greater.
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The current interest rate may change as often as monthly and becomes effective on your certificate’s Monthly Calculation Date.
Death Benefit
If the Insured dies while the certificate is In Force and we determine that the claim is valid, we will pay the death benefit in a lump sum to the Beneficiary.
The death benefit will be the amount provided by the death benefit option in effect on the date of death, reduced by any outstanding Certificate Debt, and any unpaid premium needed to avoid certificate termination. The death benefit is calculated as of the date of the Insured’s death.
The Minimum Death Benefit for your certificate is based on your certificate’s Account Value as described below.
While the certificate is In Force, you may make changes to the death benefit option and Total Selected Face Amount. You must pay any premium due before such transaction requests can be processed.
Minimum Death Benefit
In order to qualify as life insurance under IRC Section 7702, the certificate must have a Minimum Death Benefit that is determined by one of two compliance tests. You choose the test when you apply for the certificate. You cannot change your choice of test after the certificate is issued.
Cash Value Accumulation Test (CVAT)
Under this test, the Minimum Death Benefit on any date is equal to the Account Value on that date multiplied by the death benefit factor for the Insured’s Attained Age on that date. The death benefit factor depends on the Insured’s gender, age, tobacco use classification, and the CVAT interest rate under Section 7702 of the IRC.
34
Guideline Premium Test
Under this test, the Minimum Death Benefit on any date is equal to the Account Value on that date multiplied by the death benefit factor, but the death benefit factor varies only by the Attained Age of the Insured.
The death benefit factors for the Cash Value Accumulation Test and the Guideline Premium Test are shown in the certificate. Your choice of the Guideline Premium Test or the Cash Value Accumulation Test will depend on how you intend to pay premiums. In general, if you intend to pay premiums only in the early Certificate Years, the Cash Value Accumulation Test may be appropriate. If you intend to pay level premiums over a long period of years, the Guideline Premium Test may be more appropriate. You should review certificate illustrations of both approaches with your registered representative to determine how the certificate works under each test, and which is best for you.
The Guideline Premium Test is not available in New York.
Death Benefit Options
We offer two death benefit options. Initially the death benefit option is elected by the employer.
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If the Insured dies while the certificate is In Force, we will pay the death benefit based on the option in effect on the date of death, with the following adjustments:
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We add the part of any monthly cost of insurance charges already deducted, which applies to a period beyond the date of death; and
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We deduct any Certificate Debt outstanding on the date of death; and
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We deduct any unpaid monthly charges to the date of death.
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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.
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.
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Certificate A
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Certificate B
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(a) Total Selected Face Amount:
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$100,000
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$100,000
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(b) Account Value on date of death
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$30,000
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$50,000
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(c) Minimum Death Benefit percentage on date of death:
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280%
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280%
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(d) Minimum Death Benefit (b x c):
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$84,000
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$140,000
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Death benefit if Death Benefit Option A is in effect [greater of (a) or (d)]:
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$100,000
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$140,000
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Death benefit if Death Benefit Option B is in effect [greater of (a + b) or (d)]:
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$130,000
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$150,000
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The examples assume no additions to or deductions from the Total Selected Face Amount or Minimum Death Benefit are applicable.
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Suicide
If the Insured dies by suicide, while sane or insane, and the certificate is In Force, the certificate will terminate.
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If the death occurs within two years from the Issue Date, we will pay a limited death benefit equal to the amount of premiums paid for the certificate, less any Certificate Debt and amounts withdrawn.
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If the death occurs after two years from the Issue Date but within two years from an increase in either the Base or Supplemental Selected Face Amount, or a change from Death Benefit Option A to Death Benefit Option B, we will pay a limited death benefit equal to the sum of the monthly charges associated with the Base or Supplemental Selected Face Amount increase or change in death benefit option. However, if the limited death benefit as described in the preceding bullet is payable, there will be no death benefit for the increase or change.
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If the death occurs within two years after the certificate is reinstated, we will pay a limited death benefit equal to the sum of any amount paid to reinstate the certificate plus any premiums paid thereafter, less any Certificate Debt and amounts withdrawn.
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Example:
Assume a certificate is issued with a $500,000 Base Selected Face Amount under Death Benefit Option A. In Certificate Year 4, the Certificate Owner applies for a $250,000 Base Selected Face Amount increase, which is approved. If the Insured commits suicide within two years of the increase, the benefit payable to the Beneficiaries is equal to the original $500,000 death benefit, plus an additional payment equal to the monthly charges that were deducted from the Account Value for the increase segment of $250,000.
Assume a certificate is issued with a $500,000 Base Selected Face Amount under Death Benefit Option A. In Certificate Year 4, the Certificate Owner applies for a $250,000 Base Selected Face Amount increase, which is approved. If the Insured commits suicide within two years of the increase, the benefit payable to the Beneficiaries is equal to the original $500,000 death benefit, plus an additional payment equal to the monthly charges that were deducted from the Account Value for the increase segment of $250,000.
Please see ‘‘Appendix F – State Variations of Certain Certificate Features’’ for state variations pertaining to this provision.
Misstatement of Age
If the Insured’s age is misstated in the application, an adjustment will be made. If the adjustment is made at the time of a death claim, the death benefit will reflect the amount provided by the most recent monthly insurance charges using the correct age. If the adjustment is made while the Insured is living, monthly charges after the adjustment will be based on the correct age.
Other Benefits Available Under the Certificate
Additional Benefits
In addition to the standard death benefit associated with your certificate, other standard and/or optional benefits may be available to you.
You can obtain additional benefits if you request them and/or qualify for them. We provide certain additional benefits by rider or endorsement. The cost of each rider is generally deducted as part of the monthly charges. Some riders do not result in monthly charges, but do require a fee to exercise the riders.
We also offer two automated transfer programs as additional benefits – Automated Account Value Transfer and Automated Account Re-balancing. Please note that you cannot select both the Automated Account Value Transfer and Automated Account Re-balancing at the same time.
The following table summarizes the information about the additional benefits available under the certificate. Information about the fees associated with each benefit included in the table may be found in the Fee Table.
There may be state variations associated with these benefits. Please see “Appendix D – State Variations of Certain Policy Features.”
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Name of Benefit
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Purpose
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Is this Benefit Standard or Optional?
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Brief Description of Restrictions/Limitations
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Name of Benefit
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Purpose
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Is this Benefit Standard or Optional?
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Brief Description of Restrictions/Limitations
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Name of Benefit
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Purpose
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Is this Benefit Standard or Optional?
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Brief Description of Restrictions/Limitations
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Insured’s Age
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Cost of Exercising the Chronic Care Benefit as a Percentage
of the Maximum Acceleration Amount for Benefit Option 1 or the Annual Eligible Amount for Benefit Option 2 |
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Under age 35
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36%
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Ages 45 and above
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51
Accessing the Money in Your Certificate
Withdrawals
After your certificate has been In Force for 12 months, you can withdraw value from your certificate. You must send a Written Request on our administrative form to our Administrative Office.
Minimum withdrawal amount: $500 (before deducting the withdrawal charge).
Maximum withdrawal amount. This amount is equal to:
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the Account Value; less
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any Certificate Debt; less
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an amount equal to (i) the most recent monthly charge multiplied by (ii) one plus the number of Monthly Calculation Dates remaining until the next Planned Premium due date.
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Example:
Your certificate has $1,000 of Account Value, $500 of Certificate Debt and your most recent monthly charge was $25. Assume your premium is paid quarterly and there are two (2) Monthly Calculation Dates left until the next Planned Premium due date. The maximum withdrawal amount will be $425.00 ($1,000 − $500 − (3 x $25)).
Your certificate has $1,000 of Account Value, $500 of Certificate Debt and your most recent monthly charge was $25. Assume your premium is paid quarterly and there are two (2) Monthly Calculation Dates left until the next Planned Premium due date. The maximum withdrawal amount will be $425.00 ($1,000 − $500 − (3 x $25)).
We deduct a withdrawal charge of up to 2.0% of the amount you withdraw, but not more than $25.00. In the above example the withdrawal charge will be $8.50 ($425.00 x 2.0%).
We deduct the withdrawal amount from your Account Value on the Valuation Date that your Written Request is received in Good Order at our Administrative Office.
You must state in your request form the dollar amount and corresponding Separate Account Division(s) from which you want the withdrawal made. If you do not specify otherwise, we will withdraw the amount in proportion to your values in the Separate Account Divisions and the non-loaned portion of the GPA. If you choose to withdraw an amount from the GPA, it may not exceed the non-loaned Account Value in the GPA.
We will reduce your Account Value by the amount of the withdrawal, which includes the withdrawal charge.
If necessary, we will reduce your certificate’s Supplemental Selected Face Amount and the Base Selected Face Amount upon withdrawal to prevent an increase in the net amount at risk, unless you provide us with satisfactory evidence of insurability. If you do not specify, any decrease will be applied first to the Supplemental Selected Face Amount and then, if necessary, to the Base Selected Face Amount.
Withdrawals may have adverse tax consequences. These tax consequences are discussed in the ‘‘Federal Income Tax Considerations’’ section.
Withdrawal requests will be effective on the Valuation Date we receive the Written Request at our Administrative Office. Withdrawal requests determined to be in Good Order on a non-Valuation Date or after the end of a Valuation Date will be effective as of the next Valuation Date. We will normally pay any withdrawal amounts within seven calendar days after we receive all required documents in Good Order at our Administrative Office, unless we are entitled to delay payment of the Withdrawal amount pursuant to applicable law. Please see ‘‘Deferral of Payments’’ in the ‘‘Other Certificate Rights and Limitations’’ section.
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Surrenders
You may surrender your certificate to us at any time while the certificate is In Force. We will pay you its Surrender Value. To surrender your certificate, you must submit a completed surrender form and any other forms we may require.
The surrender will be effective on the Valuation Date we receive all required, fully completed forms in Good Order at our Administrative Office, unless you select a later effective date. If the surrender involves an exchange or transfer of assets to a certificate issued by another financial institution or insurance company (not MassMutual or any of its subsidiaries), we also will require a completed absolute assignment form and any state mandated replacement paperwork. If we receive your request in Good Order on a non-Valuation Date or after the end of a Valuation Date, your surrender request will be effective on the next Valuation Date.
There is no surrender charge.
We will normally pay any surrender amounts within seven calendar days of the surrender effective date, unless we are required to postpone or suspend surrender payments. Please see “Other Certificate Rights and Limitations” in the “Other Information” section for additional information.
The certificate terminates as of the effective date of the surrender and cannot be reinstated unless required by law. Surrendering the certificate may result in adverse tax consequences. These tax consequences are discussed in the “Federal Income Tax Considerations” section.
Surrender Value
You may surrender your certificate for its Surrender Value at any time while the certificate is In Force and the Insured is alive. The Surrender Value is equal to:
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the Account Value; less
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any outstanding Certificate Debt.
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Loans
You may take a loan from the certificate once your certificate has been In Force for six months. We charge interest on certificate loans, and the interest may be added to the Certificate Debt. We refer to all outstanding loans plus accrued interest as Certificate Debt.
You may repay all or part of your Certificate Debt, but you are not required to do so. We will deduct any outstanding Certificate Debt from the proceeds payable at death or the surrender of the certificate.
Taking a loan from your certificate has several risks:
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it may increase the risk that your certificate will terminate;
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it will have a permanent effect your certificate’s Surrender Value;
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it may increase the amount of premium needed to keep your certificate In Force;
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it will reduce the death proceeds if the loan is not repaid prior to death; and
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it has potential adverse tax consequences.
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The risks that can result from taking a certificate loan may be reduced if you repay Certificate Debt. The tax consequences of loans are discussed in the “Federal Income Tax Considerations” section.
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Requesting a Loan
You may take a loan by completing a loan request form and sending it to our Administrative Office, or by other means we authorize, subject to certain restrictions. You must assign the certificate to us as collateral for the loan.
Once we have processed the loan request and deducted the proportionate amounts from the Separate Account Divisions and/or the GPA, we consider the loan effective and outstanding. If, after we process the loan request, you decide not to cash the check, you may submit a Written Request to our Administrative Office to repay the loan amount. The loan repayment will be effective on the Valuation Date the Written Request is received in Good Order at our Administrative Office. Loan interest begins to accrue as soon as the loan is effective. Therefore, loan interest will accrue even if the loan check is not cashed. Please see ‘‘Loan Interest Charged’’ below for additional information.
Maximum Loan Amount
The maximum loan amount allowed at any time is equal to:
| (1) | 100% of your Account Value at the time of the loan; less |
| (2) | any outstanding Certificate Debt before the new loan; less |
| (3) | an amount equal to: |
| (a) | the most recent monthly charges multiplied by |
| (b) | one plus the number of Monthly Calculation Dates remaining until the next Planned Premium is due. |
Payment of Proceeds
Loans will be effective on the Valuation Date we receive your loan request form and all other required documents in Good Order at our Administrative Office. If we receive your request in Good Order on non-Valuation Date or after the end of a Valuation Date, your loan request will be effective as of the next Valuation Date.
On the effective date of the loan, we deduct proportionate amounts from the Separate Account Divisions and/or the GPA (excluding any outstanding loans) and transfer the resulting dollar amounts to the loaned portion of the GPA.
We will pay any loan amounts within seven calendar days of the loan effective date, unless we are required to suspend or postpone loan amounts.
Please see the “Other Certificate Rights and Limitations” sub-section in the “Other Information” section for additional information.
Interest Credited on the Loaned Value
When you take a loan, we transfer an amount equal to the loan to the loaned portion of the GPA. This amount earns interest at a rate equal to the greater of:
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1%, or
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the certificate loan rate less the loan interest rate expense charge, not to exceed 3%.
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The loan interest rate expense charge is currently 1%. We guarantee that this charge will not exceed 3%.
Loan Interest Rate Charged
We will charge a fixed interest rate on any loan. The interest rate on any loan taken from the Issue Date through the 20th Certificate Anniversary will be 4%. The interest rate on any loan taken after the 20th Certificate Anniversary will be 3.5%.
Interest on certificate loans is not due in advance. The interest accrues daily and becomes part of the Certificate Debt as it accrues. Interest is due on each Certificate Anniversary date. If interest is not paid when due, it will be added to the loan and will bear interest at the loan rate. The interest is deducted proportionately from the Separate Account Divisions and the GPA according to the then
54
current value in those Separate Account Divisions and the GPA and added to the loan. If the certificate’s Account Value cannot cover the loan interest due, the policy may lapse. Please see the “Certificate Termination and Reinstatement” section.
Effect of a Loan on the Values of the Certificate
A certificate loan negatively affects certificate values because we reduce the death benefit and Surrender Value by the amount of the Certificate Debt.
Also, a certificate loan, whether or not repaid, has a permanent effect on your certificate’s Surrender Value because, as long as a loan is outstanding, a portion of the Account Value equal to the loan is invested in the GPA. This amount does not participate in the investment performance of the Separate Account or receive the current interest rates credited to the non-loaned portion of the GPA. The longer a loan is outstanding, the greater the effect on your Surrender Value will be. In addition, if you do not repay a loan, your outstanding Certificate Debt will reduce the death benefit and Surrender Value that might otherwise be payable.
Whenever you reach your Certificate Debt Limit, your certificate is at risk of terminating. Your Certificate Debt Limit is reached when total Certificate Debt exceeds the Account Value. If this happens, we will notify you in writing. Please see ‘‘Appendix F – State Variations of Certain Certificate Features’’ for state variations pertaining to this provision. The ‘‘Certificate Termination and Reinstatement’’ section explains more completely what will happen if your certificate is at risk of terminating. Please note that certificate termination with an outstanding loan also can result in adverse tax consequences. Please see the ‘‘Federal Income Tax Considerations’’ section for additional information.
Any repayment of Certificate Debt will result in the transfer of certificate Account Value equal to the repayment out of the loaned portion of the Guaranteed Principal Account and the application of that amount to each Separate Account Division and to the non-loaned portion of the Guaranteed Principal Account in accordance with the allocations in effect.
Repayment of Loans
All or part of your Certificate Debt may be repaid at any time while the Insured is living and while the certificate is In Force. We will increase the death benefit and Surrender Value under the certificate by the amount of the repayment.
A loan repayment must be identified as such or we will consider it a premium payment. We will apply the loan repayment on the Valuation Date it is received in Good Order. If we receive the loan repayment in Good Order on a non-Valuation Date or after the end of a Valuation Date, the loan repayment is effective as of the next Valuation Date. If a loan repayment is dishonored by your bank after we have applied the loan repayment to your certificate, the transaction will be deemed void and your loan repayment will be reversed.
Loan repayments will be first applied to pay accrued interest until exhausted and any remainder will be applied to reduce the remaining loan amount. When we receive a loan repayment and only a portion is needed to fully repay the loan, we will apply any excess as premium and allocate it according to the current premium allocation instructions after deduction of any applicable charges. Any subsequent loan repayments received after the loan is fully repaid will be refunded to the premium payer.
Upon repayment of a certificate loan, we will transfer values equal to the repayment from the loaned portion of the GPA to the non-loaned portion of the GPA and the applicable Separate Account Division(s). We will transfer the repayment according to the current premium allocation instructions at the time of repayment. If you do not repay the loan, we deduct the loan amount due from the Surrender Value or death benefit.
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Certificate Termination and Reinstatement
The certificate will terminate upon the occurrence of any of the following events:
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the Insured dies;
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the certificate has been fully surrendered for its Surrender Value;
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the Certificate Debt Limit is reached; or
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the Grace Period ends and we have not received the amount of premium necessary to keep the certificate In Force.
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The certificate will not terminate simply because you do not make premium payments. In addition, making premium payments will not guarantee that the certificate will remain In Force (for example, if the investment experience of the Funds has been unfavorable, your Surrender Value may decrease even if you make periodic premium payments). If the certificate does terminate, you may be permitted to reinstate it.
Certificate termination could have adverse tax consequences for you. If the certificate is reinstated, any adverse tax consequences that resulted from the certificate termination cannot be reversed. To avoid certificate termination and potential tax consequences in these situations, you may need to make substantial premium payments or loan repayments to keep your certificate In Force. For more information on the effect of certificate termination, please see the ‘‘Federal Income Tax Considerations’’ section.
Certificate Termination
We will not terminate your certificate for failure to pay premiums. However, if on a Monthly Calculation Date, the Account Value less any Certificate Debt is insufficient to cover the total monthly deduction, your certificate will enter a Grace Period.
Grace Period
Before your certificate terminates, we allow a Grace Period during which you can pay the amount of premium needed to avoid certificate termination. We will mail to you and any assignee a notice informing you and any assignee of the start of the Grace Period and the amount of premium needed to avoid termination of the certificate.
The Grace Period begins on the date the monthly charges are due. It ends on the later of:
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61 calendar days after the date the Grace Period begins, or
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31 calendar days after the date we mail you and any assignee written notice at the last known address shown in our records.
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Please see ‘‘Appendix F – State Variations of Certain Certificate Features’’ for state variations pertaining to this provision.
During the Grace Period, the certificate will stay In Force. If the Insured dies during this period and the amount of premium needed to avoid Certificate Termination has not been paid, we will pay the death benefit proceeds, reduced by the amount of premium needed to avoid Certificate Termination and any Certificate Debt.
If we do not receive the required payment by the end of the Grace Period, the certificate will terminate without value at the end of the Grace Period. We will return a premium payment if it is less than the minimum amount needed to avoid termination.
During the Grace Period, certain financial transactions cannot be processed (transfers, withdrawals, loans). You must pay the premium due before subsequent financial transactions can be processed.
The Company’s mailing of a certificate termination or a lapse notice to you constitutes sufficient notice of cancellation of coverage.
Reinstating Your Certificate
For a period of three years after termination of the certificate, or longer if required by state law, you may be able to reinstate the certificate during the Insured’s lifetime. We will not reinstate the certificate if it has been surrendered for its Surrender Value.
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To reinstate your certificate, we will need:
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a written application to reinstate;
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evidence, satisfactory to us, that the Insured is still insurable;
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a premium payment sufficient to keep the certificate In Force for three months after reinstatement. The minimum amount of this premium payment will be quoted upon request; and
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a MEC Notice and Acknowledgement form, if the reinstated certificate would be a MEC (please see ‘‘Certificate After You Reinstate’’ below, and the ‘‘Federal Income Tax Considerations’’ section).
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We will not apply the required premium for reinstatement to any investment option until we have approved your reinstatement application.
The certificate will be reinstated on the Monthly Calculation Date that is on, or next follows, the date we approve your application (Reinstatement Date). We will assess monthly charges due to us upon reinstatement of the certificate as of the Reinstatement Date.
Please see ‘‘Appendix F – State Variations of Certain Certificate Features’’ for state variations pertaining to this provision.
Certificate After You Reinstate
If you reinstate your certificate, the Total Selected Face Amount will be the same as it was when the certificate terminated. Your Account Value will be:
| (1) | the premium paid to reinstate your certificate, less |
| (2) | any applicable premium load charge, less |
| (3) | applicable monthly charges due. |
If you reinstate your certificate, it may become a MEC under current federal law. Please consult your tax adviser. More information on MECs is included in the “Federal Income Tax Considerations” section.
Reinstatement will not reverse any adverse tax consequences caused by certificate termination unless it occurs within 90 calendar days of the end of the Grace Period. In no situation, however, can adverse tax consequences that are a result of Certificate Debt be reversed.
Federal Income Tax Considerations
The information in this prospectus is general and is not an exhaustive discussion of all tax questions that might arise under the certificate. The presented is not written or intended as tax or legal advice. You are encouraged to seek legal and tax advice from a qualified tax adviser. In addition, we do not profess to know the likelihood that current federal income tax laws and Treasury Regulations or the current interpretations of the Internal Revenue Code of 1986, as amended (IRC), Regulations, and other guidance will continue. We cannot make any guarantee regarding the future tax treatment of any certificate. We reserve the right to make changes in the certificate to ensure that it continues to qualify as life insurance for tax purposes.
No attempt is made in this prospectus to consider any applicable state or other tax laws.
This certificate is intended to qualify under Section 7702 of the IRC as a ‘‘life insurance contract’’ for federal tax purposes. To maintain its status as a ‘‘life insurance contract’’ we will monitor the certificate for compliance with the limits established by the IRC. In any Certificate Year, we reserve the right to take any action we deem necessary to maintain the status of the certificate, including the right to refund premium or to distribute to you a portion of the Account Value. We may adjust the applicable limits to reflect any certificate change(s) we permit, but we may also restrict or deny any change to the certificate benefits (such as rider additions, rider removal or reduction, or withdrawals) to the extent required to maintain the certificate’s status.
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Certificate Proceeds and Loans
We believe the certificate meets the IRC definition of life insurance. Therefore, the death benefit under the certificate generally is excludible from the Beneficiary’s gross income under federal tax law. If you sell the certificate or there is a transfer for value under IRC Section 101(a)(2), all or a portion of the death benefit under the certificate may become taxable unless an exception applies.
As a life insurance certificate under the IRC, the gain accumulated in the certificate is not taxed until it is withdrawn or otherwise accessed. Any gain withdrawn from the certificate is taxed as ordinary income.
From time to time, the Company may be entitled to certain tax benefits related to the investment of Company assets, including those comprising the certificate value. These tax benefits, which may include foreign tax credits and the corporate dividends received deduction, are not passed back to you since the Company is the owner of the assets from which the tax benefits are derived.
The following information applies only to a certificate that is not a MEC under federal tax law. Please see ‘‘Modified Endowment Contracts’’ later in this section for information about MECs.
As a general rule, withdrawals are taxable only to the extent that the amounts received exceed your cost basis (also referred to as investment in the contract) in the certificate. Cost basis equals the sum of the premiums and other consideration paid for the certificate less any prior withdrawals under the certificate that were not subject to income taxation. For example, if your cost basis in the certificate is $10,000, amounts received under the certificate will not be taxable as income until they exceed $10,000 in the aggregate; then, only the excess over $10,000 is taxable.
However, special rules apply to certain withdrawals associated with a decrease in the certificate death benefit. The IRC provides that if:
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there is a reduction of benefits during the first 15 years after a certificate is issued, and
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there is a cash distribution associated with the reduction,
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you may be taxed on all or a part of the amount distributed. After 15 years, cash distributions are not subject to federal income tax, except to the extent they exceed your cost basis.
If you surrender the certificate for its Surrender Value, all or a portion of the distribution may be taxable as ordinary income. The distribution represents income to the extent the value received exceeds your cost basis in the certificate. For this calculation, the value received is equal to the Account Value, but not reduced by any outstanding Certificate Debt.
Therefore, if there is a loan on the certificate when the certificate is surrendered, the loan will reduce the cash actually paid to you but will not reduce the amount you must include in your taxable income as a result of the surrender.
To illustrate how certificate termination with an outstanding loan can result in adverse tax consequences as described above, suppose that your premiums paid (that is, your cost basis) in the certificate is $10,000, your Account Value is $15,000, you have no surrender charges, and you have received no other distributions and taken no withdrawals under the certificate. If, in this example, you have an outstanding Certificate Debt of $14,000, you would receive a payment equal to the Surrender Value of only $1,000; but you still would have taxable income at the time of surrender equal to $5,000 ($15,000 Account Value minus $10,000 cost basis).
The potential that Certificate Debt will cause taxable income from certificate termination to exceed the payment received at termination also may occur if the certificate terminates without value. Factors that may contribute to these potential situations include:
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amount of outstanding Certificate Debt at or near the maximum loan value;
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unfavorable investment results affecting your certificate Account Value;
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increasing monthly certificate charge rates due to increasing Attained Ages of the Insureds;
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high or increasing amount of Insurance Risk, depending on death benefit option and changing Account Value; and
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increasing loan interest rate expense charge if the adjustable certificate loan rate is in effect.
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One example occurs when the Certificate Debt Limit is reached. If, using the previous example, the Account Value were to decrease to $14,000 due to unfavorable investment results, and the certificate were to terminate because the Certificate Debt Limit is reached, the certificate would terminate without any cash paid to you; but your taxable income from the certificate at that time would be $4,000
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($14,000 Account Value minus $10,000 cost basis). The certificate also may terminate without value if unpaid certificate loan interest increases the outstanding Certificate Debt to reach the Certificate Debt Limit.
To avoid certificate terminations that may give rise to significant income tax liability, you may need to make substantial premium payments or loan repayments to keep your certificate In Force.
You can reduce the likelihood that these situations will occur by considering these risks before taking a certificate loan. If you take a certificate loan, you should monitor the status of your certificate with your registered representative and your tax adviser at least annually, and take appropriate preventative action.
We believe that, under current tax law, any loan taken under the certificate will be treated as Certificate Debt of the Certificate Owner. If your certificate is not a MEC, the loan will not be considered income to you when received.
Interest on certificate loans used for personal purposes generally is not tax-deductible. However, you may be able to deduct this interest if the loan proceeds are used for ‘‘trade or business’’ or ‘‘investment’’ purposes, provided that you meet certain narrow criteria.
If the Certificate Owner is a corporation or other business, additional restrictions may apply. For example, there are limits on interest deductions available for loans against a business-owned certificate. In addition, the IRC restricts the ability of a business to deduct interest on debt totally unrelated to any life insurance, if the business holds a cash value policy on the life of certain Insureds.
Investor Control and Diversification
There are a number of tax benefits associated with variable life insurance policies. Gains on the Net Investment Experience of the Separate Account are deferred until withdrawn or otherwise accessed, and gains on transfers among Separate Account Divisions also are deferred. For these benefits to continue, the certificate must continue to qualify as life insurance. In addition to other requirements, federal tax law dictates that the insurer, and not the Certificate Owner, has control of the investments underlying the various Separate Account Divisions for the certificate to qualify as life insurance.
You may make transfers among Separate Account Divisions, but you may not direct the investments each Separate Account Division makes. If the Internal Revenue Service (IRS) were to conclude that you, as the investor, have control over these investments, then the certificate would no longer qualify as life insurance and you would be taxed on the gain in the certificate as it is earned rather than when it is withdrawn or otherwise accessed.
The IRS has provided some guidance on investor control, but many issues remain unclear. One such issue is whether a Certificate Owner can have too much investor control if the variable life certificate offers a large number of investment divisions in which to invest Account Values. We do not know if the IRS will provide any further guidance on the issue. We do not know if any such guidance would apply retroactively to certificates already In Force.
Consequently, we reserve the right to further limit Net Premium allocations and transfers under the certificate, so that it will not lose its qualification as life insurance due to investor control.
In addition, the IRC requires that the investments of the Separate Account Divisions be “adequately diversified” in order for a certificate to be treated as a life insurance contract for federal income tax purposes. It is intended that the Separate Account Divisions, through their underlying investment Funds, will satisfy these diversification requirements.
Modified Endowment Contracts
If a certificate is a Modified Endowment Contract (MEC) under federal tax law, loans, withdrawals, and other amounts distributed under the certificate are taxable to the extent of any income accumulated in the certificate. The certificate income is the excess of the Account Value (both loaned and non-loaned) over your cost basis. For example, if your cost basis in the certificate is $10,000 and the Account Value is $15,000, then all distributions up to $5,000 (the accumulated certificate income) are immediately taxable as income when withdrawn or otherwise accessed. The collateral assignment of a MEC is also treated as a taxable distribution. Death benefits paid under a MEC, however, are not taxed any differently than death benefits payable under other life insurance contracts.
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If any amount is taxable as a distribution of income under a MEC, it may also be subject to a 10% penalty tax. There are a few exceptions to the additional penalty tax for distributions to individual Certificate Owners. The penalty tax will not apply to distributions:
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made on or after the date the taxpayer attains age 59½; or
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made because the taxpayer became disabled; or
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made as part of a series of substantially equal periodic payments paid for the life or life expectancy of the taxpayer, or the joint lives or joint life expectancies of the taxpayer and the taxpayer’s Beneficiary. These payments must be made at least annually.
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A certificate is a MEC if it satisfies the IRC definition of life insurance but fails the “7-Pay Test.” A certificate fails this test if:
| (1) | the accumulated amount paid under the certificate at any time during the first seven contract years exceeds |
| (2) | the total premiums that would have been payable at that time for a certificate providing the same benefits guaranteed after the payment of seven level annual premiums. |
A life insurance policy will always be treated as a MEC if it is issued as part of an IRC Section 1035 tax-free exchange from a life insurance policy that was already a MEC.
If certain changes are made to a certificate, we will retest it to determine if it has become a MEC. For example, if you reduce the death benefit during a 7-Pay testing period, we will retest the certificate using the lower benefit amount from the start of that testing period. If the reduction in death benefit causes the certificate to fail the 7-Pay Test for any prior Certificate Year, the certificate will be treated as a MEC beginning in the Certificate Year in which the reduction takes place.
Any reduction in benefits attributable to the non-payment of premiums will not be taken into account if the benefits are reinstated within 90 days after the reduction in such benefit.
We will retest whenever there is a “material change” to the certificate while it is In Force. If there is a material change, a new 7-Pay Test period begins at that time. The term “material change” includes certain increases in death benefits.
Since the certificate provides for flexible premium payments, we have procedures for determining whether increases in death benefits or additional premium payments cause the start of a new 7-Pay Test period or cause the certificate to become a MEC.
Once a certificate fails the 7-Pay Test, loans and distributions taken in the year of failure and in future years are taxable as distributions from a MEC to the extent of gain in the certificate. In addition, the IRS has authority to apply the MEC taxation rules to loans and other distributions received in anticipation of the certificate’s failing the 7-Pay Test. The IRC authorizes the issuance of regulations providing that a loan or distribution, if taken within two years prior to the certificate’s becoming a MEC, shall be treated as received in anticipation of failing the 7-Pay Test. However, such written authority has not yet been issued.
Under current circumstances, a loan, collateral assignment, or other distribution under a MEC may be taxable even though it exceeds the amount of gain accumulated in that particular certificate. For purposes of determining the amount of taxable income received from a MEC, the law considers the total of all gain in all the MECs issued within the same calendar year to the same Certificate Owner by an insurer and its affiliates. Loans, collateral assignments, and distributions from any one MEC are taxable to the extent of this total gain.
Other Tax Considerations
A change of the Certificate Owner or an Insured, or an exchange or assignment of the certificate, may cause the Certificate Owner to recognize taxable income.
The impact of federal income taxes on values under the certificate and on the benefit to you or your Beneficiary depends on MassMutual’s tax status and on the tax status of the individual concerned. We currently do not make any charge against the Separate Account for federal income taxes. We may make such a charge eventually in order to recover the future federal income tax liability to the Separate Account.
Under current laws in several states, we may incur state and local taxes (in addition to premium taxes). These taxes are not currently significant, and we are not currently charging for them. If they increase, we may deduct charges for such taxes.
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Federal estate and gift taxes, state and local estate taxes, and other taxes depend on the circumstances of each Certificate Owner or Beneficiary.
Qualified Plans
The certificate may be used as part of certain tax-qualified and/or ERISA employee benefit plans. Since the rules concerning the use of a certificate with such plans are complex, you should not use the certificate in this way until you have consulted a competent tax adviser. You may not use the certificate as part of an Individual Retirement Account (IRA) or as part of a Tax-Sheltered Annuity (TSA) or an IRC Section 403(b) custodial account.
Employer-Owned Policies
The IRC contains certain notice and consent requirements for ‘‘employer-owned life insurance’’ policies. The IRC defines ‘‘employer-owned life insurance’’ as a life insurance contract:
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that is owned by a person or entity engaged in a trade or business (including policies owned by related or commonly controlled parties);
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insuring the life of a U.S. citizen or resident who is an employee on the date the contract is issued; and
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under which the certificate holder is directly or indirectly a Beneficiary.
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The tax-free death benefit for employer-owned life insurance is limited to the amount of premiums paid unless certain notice and consent requirements are met. The notice requirements are met if, before the contract is issued, the employee is notified in writing of the following:
| (1) | the employer intends to insure the employee’s life; |
| (2) | the maximum face amount for which the employee could be insured at the time the contract was issued; and |
| (3) | the employer will be the Beneficiary of any proceeds payable on the death of the employee. |
Prior to issuance of the contract, the employee must provide written consent to being insured under the contract and to continuation of the coverage after employment terminates.
The law also imposes annual reporting and record keeping requirements for businesses owning employer-owned life insurance policies. The employer must maintain records of the employer’s notice and the employee’s consent, and must file certain annual reports with the IRS.
Provided that the notice and consent requirements are satisfied, the death proceeds of an employer-owned life insurance policy will generally be income tax-free in the following situations:
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At the time the contract is issued, the insured employee is a director, highly compensated employee, or highly compensated individual within the meaning of IRC Section 101(j)(2)(A)(ii);
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The Insured was an employee at any time during the 12-month period before his or her death;
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The proceeds are paid to a member of the Insured’s family, an individual who is the designated Beneficiary of the Insured under the contract, a trust established for the benefit of any such member of the family or designated Beneficiary, or the Insured’s estate; or
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The proceeds are used to purchase an equity interest in the employer from any of the persons described in (3).
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Death proceeds that do not fall within one of the enumerated exceptions will be subject to ordinary income tax (even if the notice and consent requirements were met), and MassMutual will report payment of taxable proceeds to the IRS, where applicable.
Business Uses of Certificate
Businesses can use the certificates in various arrangements, including non-qualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, tax exempt and non-exempt welfare benefit plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances. The Internal
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Revenue Service and Treasury have issued guidance that may substantially affect these arrangements. If you are purchasing the certificate for any arrangement the value of which depends in part on its tax consequences, you should consult a qualified tax adviser.
Tax Shelter Regulations
Prospective Certificate Owners that are corporations should consult a tax adviser about the treatment of the certificate under the Treasury Regulations applicable to corporate tax shelters.
Generation Skipping Transfer Tax Withholding
Under certain circumstances, the IRC may impose a ‘‘generation skipping transfer tax’’ when all or part of a life insurance certificate is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Certificate Owner. Regulations issued under the IRC may require us to deduct the tax from your certificate, or from any applicable payment, and pay it directly to the IRS.
Withholding
To the extent that certificate distributions are taxable, they are generally subject to withholding for the recipient’s federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions.
Life Insurance Purchases by Residents of Puerto Rico
Income received by residents of Puerto Rico under life insurance certificates issued by a United States life insurance company is U.S.-source income that is generally subject to United States federal income tax.
Non-Resident Aliens and Foreign Entities
Generally, a distribution from a contract to a non-resident alien or foreign entity is subject to federal income tax withholding at a rate of 30% of the amount of the income that is distributed. A non-resident alien is a person who is neither a citizen, nor a resident, of the United States of America (U.S.). We are required to withhold the tax and send it to the IRS. Some distributions to non-resident aliens or foreign entities may be subject to a lower (or no) tax if a treaty applies.
In order to obtain the benefits of such a treaty, the non-resident alien must claim the treaty benefit on Form W-8BEN (or the equivalent entity form), providing us with:
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proof of residency (in accordance with IRS requirements); and
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the applicable taxpayer identification number.
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If the above conditions are not met, we will withhold 30% of the income from the distribution. Additionally, under the Foreign Account Tax Compliance Act, effective July 1, 2014, U.S. withholding may be required for certain entity owners (including foreign financial institutions and non-financial foreign entities (such as corporations, partnerships and trusts)) at a rate of 30% without regard to lower treaty rates.
Sales to Third Parties
If you sell your certificate to a viatical settlement provider, and the Insured is considered terminally or chronically ill within the meaning of IRC Section 101(g), the proceeds of the sale will be treated as death benefit proceeds, and will generally be received by you income tax-free.
However, the sale of your certificate to an unrelated investor in a sale that does not qualify as a viatical settlement may have adverse tax consequences. IRS guidance issued in 2009 provides that the gain from such a sale is taxed as ordinary income to the extent that you would have realized ordinary income if you had instead surrendered your certificate. Any amount you receive in excess of that amount is taxed as capital gain income. Under the Tax Cuts and Jobs Act of 2017, these sales may qualify as reportable sales and
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require the purchaser and the contract issuer to report the sale to the seller and the IRS. Previously the IRS had taken the position that your cost basis in the policy for computing the gain on the sale must be decreased by the cumulative cost of insurance charge incurred prior to the sale. The Tax Cuts and Jobs Act of 2017 provides that for reportable sales that take place after August 25, 2009, no reduction in the cost basis for the cost of insurance incurred is required.
Medicare Hospital Insurance Tax
A Medicare Hospital Insurance Tax (known as the “Unearned Income Medicare Contribution”) applies to all or part of a taxpayer’s “net investment income,” at a rate of 3.8%, when certain income thresholds are met. “Net investment income” is defined to include, among other things, non-qualified annuities and net gain attributable to the disposition of property.
Under final regulations, this definition includes the taxable portion of any annuitized payment from a life insurance contract and it may also include the gain from the sale of a life insurance contract. Under current guidance we are required to report to the IRS whether a distribution is potentially subject to the tax. You should consult a tax adviser as to the potential impact of the Medicare Hospital Insurance Tax on your certificate.
Other Information
Other Certificate Rights and Limitations
Right to Assign the Certificate
Generally, you may assign the certificate as collateral for a loan or other obligation, subject to any outstanding Certificate Debt. We will refuse or accept any request to assign the certificate on a non-discriminatory basis. Please refer to your certificate and “Appendix F – State Variations of Certain Certificate Features.” For any assignment we allow to be binding on us, we must receive, in Good Order, written notice of the assignment and a signed copy of it in proper form at our Administrative Office. We are not responsible for the validity of any assignment. If you assign your certificate, certain of your rights may only be exercised with the consent of the assignee of record.
Possible Restrictions on Financial Transactions
Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to reject a premium payment or block a Certificate Owner’s ability to make certain transactions and thereby refuse to accept any request for transfers, withdrawals, surrenders, loans, or death benefits, until the instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your certificate to government regulators.
Delay of Payment of Proceeds from the GPA
We may delay payment of any surrenders, withdrawals and loan proceeds that are based on the GPA for up to six months from the date the request is received at our Administrative Office.
If we delay payment of a surrender or withdrawal for 30 days or more, we add interest to the date of payment at the same rate used for interest on death proceeds.
Delay of Payment of Proceeds from the Separate Account
We may suspend or postpone transfers from the Separate Account Divisions, or delay payment of any surrenders, withdrawals, loan proceeds, and death benefits from the Separate Account during any period when:
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it is not reasonably practicable to determine the amount because the NYSE is closed (other than customary weekend and holiday closings);
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trading is restricted by the SEC;
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an emergency exists as a result of which disposal of shares of the Funds is not reasonably practicable or we cannot reasonably value the shares of the Funds; or
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the SEC, by order, permits us to delay payment in order to protect our Certificate Owners.
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If, pursuant to SEC rules, a money market Fund suspends payment of redemption proceeds in connection with a liquidation by the Fund, we will delay payment of any transfer, withdrawal, surrender, loan, or death benefit from a money market division until the Fund is liquidated.
Distribution
The certificates are sold by both registered representatives of MML Investors Services, LLC (MMLIS), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors, LLC (MML Distributors), a subsidiary of MassMutual. Pursuant to separate underwriting agreements with the Company, on its own behalf and on behalf of the Separate Account, MMLIS serves as principal underwriter of the certificates sold by its registered representatives, and MML Distributors serves as principal underwriter of the certificates sold by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors.
Both MMLIS and MML Distributors are registered with the SEC as broker-dealers under the Securities Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (FINRA). MMLIS and MML Distributors receive compensation for their actions as principal underwriters of the certificates.
Commissions and Allowances Paid to MMLIS and Broker-Dealers
Commissions are paid to MMLIS and all broker-dealers involved in the sale of the certificate. Commissions for sales of the certificates by MMLIS registered representatives are paid by MassMutual on behalf of MMLIS to its registered representatives.
Commissions for sales of the certificates by registered representatives of other broker-dealers are paid by MassMutual on behalf of MML Distributors to those broker-dealers.
Commissions are a percentage of the premium paid under the certificates. Commissions will not exceed 30% of premiums, plus 0.20% of the certificate’s average annual Variable Account Value.
Additional Compensation Paid to MMLIS
Most MMLIS registered representatives are also MassMutual insurance agents, and as such, are eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses and allowances based on factors such as sales, productivity and persistency (certificate retention). Non-cash compensation includes various recognition items such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences, seminars and recognition trips, and also includes contributions to certain individual plans such as pension and medical plans. Sales of this certificate may help these registered representatives and their supervisors qualify for such benefits. MMLIS registered representatives who are also General Agents or sales managers of MassMutual also may receive overrides, allowances and other compensation that is based on sales of the certificate by their registered representatives.
Additional Compensation Paid to Certain Broker-Dealers
In addition to the commissions described above, we may make cash payments to certain broker-dealers to attend sales conferences and educational seminars, thereby promoting awareness of our products. The broker-dealers may use these payments for any reason, including helping offset the costs of the conference or educational seminar.
We may also make cash payments to broker-dealers pursuant to marketing service agreements. These marketing service arrangements vary depending on a number of factors, including the specific level of support being provided. These payments are not made in connection with the sale of specific certificates.
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These additional payments are not offered to all broker-dealers and the terms of these arrangements may differ. Any such payments will be paid by MML Distributors or us out of our or MML Distributors’ assets and will not result in any additional direct charge to you. Such payments may give us greater access to the registered representatives of the broker-dealers that receive such payments and may influence the way that a broker-dealer markets the certificate.
Compensation in General
The compensation arrangements described in the paragraphs above may provide a registered representative with an incentive to sell this certificate over other available policies whose issuers do not provide such compensation or which provide lower levels of compensation. You may want to take these compensation arrangements into account when evaluating any recommendations regarding this certificate.
We intend to recoup a portion of the cash and non-cash compensation payments that we make through the assessment of certain charges described in this prospectus. We may also use some of the 12b-1 distribution fee payments (if applicable) and other payments that we receive from certain Funds to help us make these cash and non-cash payments.
Your registered representative typically receives a portion of the compensation that is payable to his or her broker-dealer, depending on the agreement between the representative and their firm. MassMutual is not involved in determining compensation paid to a registered representative of an unaffiliated broker-dealer. You may contact, as applicable, MMLIS, your broker-dealer or registered representative to find out more information about the compensation they may receive in connection with your purchase of a certificate.
Commissions or overrides may also be paid to broker-dealers providing wholesaling services (such as providing sales support and training for sales representatives who sell the policies).
Computer System, Cybersecurity, and Service Disruption Risks
The Company and its business partners rely on computer systems to conduct business, including customer service, marketing and sales activities, customer relationship management and producing financial statements. While the Company and its business partners have policies, procedures, automation and backup plans designed to prevent or limit the effect of failures, our respective computer systems may be vulnerable to disruptions or breaches as the result of natural disasters, man-made disasters, criminal activity, pandemics, or other events beyond our control. The failure of our or our business partners’ computer systems for any reason could disrupt operations, result in the loss of customer business and adversely impact profitability.
The Company and its business partners retain confidential information on our respective computer systems, including customer information and proprietary business information. Any compromise of the security of our or our business partners’ computer systems that results in the disclosure of personally identifiable customer information could damage our reputation, expose us to litigation, increase regulatory scrutiny and require us to incur significant technical, legal, and other expenses. The risk of cyber-attacks may be higher during periods of geopolitical turmoil (such as the Russian invasion of Ukraine and the responses by the United States and other governments).
Geopolitical and other events, including natural disasters, war, terrorism, economic uncertainty, trade disputes, public health crises and related geopolitical events, and widespread disease, including pandemics (such as COVID-19) and epidemics, have led, and in the future may lead, to increased market volatility, which may disrupt U.S. and world economies and markets and may have significant adverse direct or indirect effects on the Company. These events may adversely affect computer and other systems on which the Company relies, interfere with the processing of contract-related transactions (including the processing of orders from Certificate Owners and orders with the Funds) and the Company’s ability to administer this contract in a timely manner, or have other possible negative effects. These events may also impact the issuers of securities in which the Funds invest, which may cause the Funds underlying the contract to lose value. There can be no assurance that we, the Funds or our service providers will avoid losses affecting the contract due to these geopolitical and other events. If we are unable to receive U.S. mail or fax transmissions due to a closure of U.S. mail delivery by the government or due to the need to protect the health of our employees, you may still be able to submit transaction requests to the Company electronically or over the telephone. Our inability to receive U.S. mail or fax transmissions may cause delays in the pricing and processing of transaction requests submitted to us by U.S. mail or by fax during that time period.
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Legal Proceedings
The Company is subject to legal and regulatory actions, including class action lawsuits, in the ordinary course of its business. Our pending legal and regulatory actions include proceedings specific to us, as well as proceedings generally applicable to business practices in the industry in which we operate. From time to time, we also are subject to governmental and administrative proceedings and regulatory inquiries, examinations, and investigations in the ordinary course of our business. In addition, we, along with other industry participants, may occasionally be subject to investigations, examinations, and inquiries (in some cases industry-wide) concerning issues upon which regulators have decided to focus. Some of these proceedings involve requests for substantial and/or unspecified amounts, including compensatory or punitive damages.
While it is not possible to predict with certainty the ultimate outcome of any pending litigation proceedings or regulatory action, management believes, based on information currently known to it, that the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect upon the Separate Account, the ability of the principal underwriter(s) to perform in accordance with its contracts with the Company on behalf of the Separate Account, or the ability of the Company to meet its obligations under the certificate.
For more information regarding the Company’s litigation and other legal proceedings, please see the notes to the Company’s financial statements contained within the SAI.
Unclaimed Property
Every state has some form of unclaimed property law that imposes varying legal and practical obligations on insurers and, indirectly, on Certificate Owners, Insureds, Beneficiaries, and any other payees of proceeds from a certificate. Unclaimed property laws generally provide for the transfer of benefits or payments under various circumstances to the abandoned property division or unclaimed property office in the state of last residence. This process is known as escheatment. To help avoid escheatment, keep your own information, as well as Beneficiary and any other payee information up-to-date, including: full names, postal and electronic media addresses, telephone numbers, dates of birth, and social security numbers. To update this information, contact our Administrative Office.
Financial Statements
We encourage both existing and prospective owners to read and understand our financial statements and those of the Separate Account. Our audited statutory financial statements and the Separate Account’s audited U.S. GAAP financial statements are included in the SAI. You can request the SAI by contacting our Administrative Office.
66
Appendix A
Funds Available Under the Certificate
The current expenses and performance information below reflects fees and expenses of the Funds, but does not reflect the other fees and expenses that your certificate may charge. Expenses would be higher and performance would be lower if these charges were included. Each Fund’s past performance is not necessarily an indication of future performance.
|
Fund Type
|
Fund and Adviser/Sub-Adviser
|
Current Expenses (expenses/ average assets)
|
Average Annual Total Returns
(as of 12/31/2025) |
||
|
1 Year
|
5 Year
|
10 Year
|
|||
|
Asset Allocation
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Asset Allocation
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Asset Allocation
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Asset Allocation
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Asset Allocation
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Asset Allocation
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Money Market
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Fixed Income
|
Adviser: Sub-Adviser: |
%
(*)
|
%
|
%
|
%
|
|
Fixed Income
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Fixed Income
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
67
|
Fund Type
|
Fund and Adviser/Sub-Adviser
|
Current Expenses (expenses/ average assets)
|
Average Annual Total Returns
(as of 12/31/2025) |
||
|
1 Year
|
5 Year
|
10 Year
|
|||
|
Fixed Income
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Fixed Income
|
Adviser: Sub-Adviser: |
%
|
%
|
-
%
|
%
|
|
Balanced
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Value
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Value
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Value
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Blend
|
Adviser: Sub-Advisers: |
%
|
%
|
%
|
%
|
|
Large Cap Blend
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Blend
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Blend
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Blend
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Growth
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Growth
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Large Cap Growth
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
68
|
Fund Type
|
Fund and Adviser/Sub-Adviser
|
Current Expenses (expenses/ average assets)
|
Average Annual Total Returns
(as of 12/31/2025) |
||
|
1 Year
|
5 Year
|
10 Year
|
|||
|
Small/Mid-Cap Value
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Small/Mid-Cap Value
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Small/Mid-Cap Value
|
Adviser: Sub-Adviser: |
%
(*)
|
-
%
|
%
|
%
|
|
Small/Mid-Cap Blend
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Small/Mid-Cap Growth
|
Adviser: Sub-Adviser: |
%
(*)
|
—
|
—
|
—
|
|
Small/Mid-Cap Growth
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
Small/Mid-Cap Growth
|
Adviser: Sub-Adviser: |
%
(*)
|
%
|
%
|
%
|
|
International/Global
|
Adviser: Sub-Adviser: |
%
(*)
|
%
|
%
|
%
|
|
International/Global
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
International/Global
|
Adviser: Sub-Adviser: |
%
|
%
|
%
|
%
|
|
International/Global
|
Adviser: Sub-Adviser: |
%
(*)
|
%
|
%
|
%
|
|
Specialty (33)
|
Adviser: Sub-Advisers: |
%
(*)
|
%
|
%
|
%
|
| Fidelity, Contrafund and Fidelity Institutional AM are registered service marks of FMR LLC. Used with permission. |
| (*) | This Fund is subject to an expense reimbursement or fee waiver arrangement. As a result, this Fund’s annual expenses reflect temporary expense reductions. See the Fund prospectus for additional information. |
| (1) | These are fund-of-funds investment choices. They are known as fund-of-funds because they invest in other underlying funds. A fund offered in a fund-of-funds structure may have higher expenses than a direct investment in its underlying funds because a fund-of-funds bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests. |
| (2) | MML VIP Aggressive Allocation Fund formerly known as MML Aggressive Allocation Fund. |
| (3) | MML VIP American Funds 65/35 Allocation Fund formerly known as MML American Funds Core Allocation Fund. |
69
| (4) | MML VIP Balanced Allocation Fund formerly known as MML Balanced Allocation Fund. |
| (5) | MML VIP Conservative Allocation Fund formerly known as MML Conservative Allocation Fund. |
| (6) | MML VIP Growth Allocation Fund formerly known as MML Growth Allocation Fund. |
| (7) | MML VIP Moderate Allocation Fund formerly known as MML Moderate Allocation Fund. |
| (8) | You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. The yield of this Fund may become very low during periods of low interest rates. After deduction of Separate Account charges, the yield in the division that invests in this Fund could be negative. |
| (9) | MML VIP Barings U.S. Government Money Market Fund formerly known as MML U.S. Government Money Market Fund. |
| (10) | MML VIP Barings Core Bond Fund formerly known as MML Managed Bond Fund. |
| (11) | MML VIP Barings Inflation-Protected and Income Fund formerly known as MML Inflation-Protected and Income Fund. |
| (12) | MML VIP Barings Short-Duration Bond Fund formerly known as MML Short-Duration Bond Fund. |
| (13) | MML VIP Fidelity Institutional AM® Core Plus Bond Fund formerly known as MML Total Return Bond Fund. |
| (14) | MML VIP BlackRock® Balanced Fund formerly known as MML Blend Fund. |
| (15) | MML VIP Franklin Templeton Equity Fund formerly known as MML Equity Fund. |
| (16) | MML VIP T. Rowe Price Equity Income Fund formerly known as MML Equity Income Fund. |
| (17) | MML VIP Invesco Main Street Equity Fund formerly known as MML Fundamental Equity Fund. |
| (18) | MML VIP JPMorgan U.S. Research Enhanced Equity Fund formerly known as MML Managed Volatility Fund. |
| (19) | The Fund is a “feeder” fund, meaning that it does not buy investment securities directly, but instead invests in shares of a corresponding “master” fund, which in turn purchases investment securities. A fund offered in a master feeder structure may have higher expenses than those of a fund which invests directly in securities because the “feeder” fund bears its own expenses in addition to those of the “master” fund. You should read the Fund prospectuses for more information about this “feeder” fund. |
| (20) | The MML VIP American Funds Growth Fund invests all of its assets in the Class 1 shares of the American Funds Insurance Series® – Growth Fund. However, this Fund is not available directly as an investment choice under your MassMutual variable product. You should read the prospectus along with the prospectus for the MML VIP American Funds Growth Fund. |
| (21) | MML VIP American Funds Growth Fund formerly known as MML American Funds Growth Fund. |
| (22) | MML VIP Loomis Sayles Large Cap Growth Fund formerly known as MML Large Cap Growth Fund. |
| (23) | MML VIP T. Rowe Price Blue Chip Growth Fund formerly known as MML Blue Chip Growth Fund. |
| (24) | MML VIP American Century Mid Cap Value Fund formerly known as MML Mid Cap Value Fund. |
| (25) | MML VIP American Century Small Company Value Fund formerly known as MML Small Company Value Fund. |
| (26) | MML VIP Invesco Small Cap Equity Fund formerly known as MML Small Cap Equity Fund. |
| (27) | MML VIP Invesco Discovery Mid Cap Fund formerly known as MML Invesco Discovery Mid Cap Fund. |
| (28) | MML VIP T. Rowe Price Mid Cap Growth Fund formerly known as MML Mid Cap Growth Fund. |
| (29) | MML VIP Wellington Small Cap Growth Equity Fund formerly known as MML Small Cap Growth Equity Fund. |
| (30) | Invesco V.I. International Growth Fund formerly known as Invesco Oppenheimer V.I. International Growth Fund. |
| (31) | MML VIP Invesco Global Fund formerly known as MML Global Fund. |
| (32) | MML VIP MFS International Equity Fund formerly known as MML International Equity Fund. |
| (33) | Specialty funds are an all-encompassing category that consists of funds that forgo broad diversification to concentrate on a certain segment of the economy or a specific targeted strategy. For example, sector funds are targeted strategy funds aimed at specific sectors of the economy, such as financial, technology, healthcare, and so on. Sector funds can, therefore, be more volatile than a more diversified equity fund since the stocks in a given sector tend to be highly correlated with each other. |
| (34) | Nomura VIP Asset Strategy Series formerly known as Macquarie VIP Asset Strategy Series. |
70
Appendix B
Hypothetical Examples of the Impact of Minimum Death Benefit
Example I
Assume the following:
|
•
|
Death Benefit Option A
|
|
•
|
Total Selected Face Amount is $500,000
|
|
•
|
Account Value is $50,000
|
|
•
|
No Certificate Debt
|
|
•
|
Insured’s Attained Age is 45
|
|
•
|
Death Benefit Factor is 2.15
|
The death benefit for death benefit option A is the greater of the Total Selected Face Amount or the Minimum Death Benefit. The Minimum Death Benefit is calculated by multiplying the Account Value times the death benefit factor. The death benefit will be $500,000 based on the greater of:
|
•
|
$500,000 or
|
|
•
|
$50,000 x 2.15 = $107,500
|
Example II
Assume the following:
|
•
|
Death Benefit Option A
|
|
•
|
Total Selected Face Amount is $500,000
|
|
•
|
Account Value is $250,000
|
|
•
|
No Certificate Debt
|
|
•
|
Insured’s Attained Age is 45
|
|
•
|
Death Benefit Factor is 2.15
|
The death benefit for death benefit option A is the greater of the Total Selected Face Amount or the Minimum Death Benefit. The Minimum Death Benefit is calculated by multiplying the Account Value times the death benefit factor.
The death benefit will be $500,000 based on the greater of:
|
•
|
$500,000 or
|
|
•
|
$250,000 x 2.15 = $527,500
|
71
Hypothetical Examples of the Impact of the Account Value and Premiums
Example I ~ Death Benefit Option A
Assume the following:
|
•
|
Total Selected Face Amount is $1,000,000
|
|
•
|
Account Value is $50,000
|
|
•
|
Minimum Death Benefit is $219,000
|
|
•
|
No Certificate Debt
|
Based on these assumptions,
|
•
|
The death benefit is $1,000,000
|
If the Account Value increases to $80,000 and the Minimum Death Benefit increases to $350,400
|
•
|
The death benefit is $1,000,000
|
If the Account Value decreases to $30,000 and the Minimum Death Benefit increases to $131,400
|
•
|
The death benefit is $1,000,000
|
Example II ~ Death Benefit Option B
Assume the following:
|
•
|
Total Selected Face Amount is $1,000,000
|
|
•
|
Account Value is $50,000
|
|
•
|
Minimum Death Benefit is $219,000
|
|
•
|
No Certificate Debt
|
Based on these assumptions,
|
•
|
The death benefit is $1,050,000 (Total Selected Face Amount plus Account Value)
|
If the Account Value increases to $80,000 and the Minimum Death Benefit increases to $350,400
|
•
|
The death benefit is $1,080,000
|
If the Account Value decreases to $30,000 and the Minimum Death Benefit increases to $131,400
|
•
|
The death benefit is $1,030,000
|
72
Hypothetical Examples of Death Benefit Option Changes
Example I ~ Change from Death Benefit Option B to Death Benefit Option A
For a change from Option B to Option A, the Total Selected Face Amount is increased by the amount of the Account Value on the effective date of the change.
For example, if the certificate has a Total Selected Face Amount of $500,000 and an Account Value of $25,000, the death benefit under Option B is equal to the Total Selected Face Amount plus the Account Value, or $525,000. If you change from Option B to Option A, the death benefit under Option A is equal to the certificate Total Selected Face Amount. Since the death benefit under the certificate does not change as the result of a death benefit option change, the Total Selected Face Amount will be increased from $500,000 under Option B to $525,000 under Option A and the death benefit after the change will remain at $525,000.
Example II ~ Change from Death Benefit Option A to Death Benefit Option B
For a change from Option A to Option B, the Total Selected Face Amount will be decreased by the amount of the Account Value on the effective date of the change.
For example, if the certificate has a Total Selected Face Amount of $700,000 and an Account Value of $25,000, the death benefit under Option A is equal to the Total Selected Face Amount, or $700,000. If you change from Option A to Option B, the death benefit under Option B is equal to the certificate Total Selected Face Amount plus the Account Value. Since the death benefit under the certificate does not change as the result of a death benefit option change, the Total Selected Face Amount will be increased by $25,000 to $675,000, and the death benefit under Option B after the change will remain at $700,000.
73
Appendix C
Hypothetical Example – Accelerated Death Benefit for Terminal Illness
Below is an example showing the impact of accelerating the death benefit due to a terminal illness.
Certificate details prior to the acceleration of the death benefit:
|
•
|
Death Benefit is $500,000.
|
|
•
|
Total Selected Face Amount is $500,000.
|
|
•
|
Account Value is $50,000.
|
|
•
|
Certificate Debt is $15,000.
|
|
•
|
Surrender Value is $35,000.
|
|
•
|
Net Death Benefit Payable $485,000.
|
|
•
|
No prior accelerations of death benefit.
|
|
•
|
No due or unpaid premiums.
|
The Insured is terminally ill as defined in the rider and the Certificate Owner requests to accelerate $100,000 of death benefit. The Accelerated Death Benefit Payment is then calculated as follows:
|
•
|
Maximum Amount of Accelerated Payment: = the lesser of (75% x the Net Death Benefit) or $250,000
|
|
•
|
[75% x $485,000] = $363,750
|
|
•
|
$250,000 is less than $363,750
|
|
•
|
Amount to Be Accelerated: = the amount requested (which cannot exceed the maximum amount) less the administrative fee
|
|
•
|
The amount requested for acceleration is $100,000
|
|
•
|
Less administrative fee –$250
|
|
•
|
Accelerated Death Benefit Payment is $99,750
|
Impact on certificate values:
|
Certificate Values
Before Acceleration |
Certificate Values
After Acceleration |
|
|
Death Benefit
|
$500,000
|
$500,000
|
|
Total Selected Face Amount
|
$500,000
|
$500,000
|
|
Account Value
|
$ 50,000
|
$ 50,000
|
|
Certificate Debt
|
$ 15,000
|
$ 15,000
|
|
Lien
|
$ 0
|
$100,000
|
|
Death Benefit Payable
|
$485,000
|
$385,000
|
74
Appendix D
Hypothetical Example – Overloan Protection Rider
Below is an example showing the impact of exercising this rider.
Assuming the following:
|
•
|
The certificate is in Certificate Year 21, certificate month 1.
|
|
•
|
The Insured is Attained Age 80.
|
|
•
|
The certificate is not a MEC.
|
|
•
|
The certificate is issued under the Guideline Premium Test.
|
|
•
|
The certificate’s Death Benefit Option is Option 2.
|
|
•
|
The Account Value immediately preceding the activation of the Overloan Protection Rider is $125,000.
|
|
•
|
The loaned Account Value immediately preceding the activation of the Overloan Protection Rider is $120,000.
|
|
•
|
Activating the Overloan Protection Rider will not cause the certificate to become a MEC or fail the Guideline Premium Test.
|
|
•
|
All amounts that may be withdrawn from the certificate without the imposition of federal income tax have been taken as withdrawals prior to exercise of the rider.
|
Upon exercising the Overloan Protection Rider:
|
•
|
The one-time rider charge is deducted: = [Account Value x Overloan Protection Rider charge] = [$125,000 x 3.19%] = $3,987.50
|
|
•
|
The Overloan Rider Trigger is met. The Overloan Rider Trigger point is 96.00% for Attained Age 80. The ratio of the Certificate Debt to the Account Value = [loaned Account Value/Account Value] = [$120,000/$125,000] = 96.00%. 96.00% >= 96.00%.
|
|
•
|
The Death Benefit Option will be changed to A if it is currently B.
|
|
•
|
All other riders will terminate.
|
|
•
|
The remaining non-loaned Account Value is the Account Value less the Certificate Debt less the one-time rider charge. The non-loaned Account Value = [Account Value – loaned Account Value – Overloan Protection Rider charge] = [$125,000 – $120,000 – $3,987.50] = $1,012.50. This amount is transferred to the GPA and will accrue interest at not less than the certificate’s guaranteed minimum interest rate for the GPA.
|
|
•
|
The certificate becomes paid-up certificate and the Total Selected Face Amount = [Account Value after the rider charge is taken x Minimum Death Benefit factor] = [($125,000 – $3,987.50) x 105%] = $127,063.13.
|
|
•
|
Going forward, the net Death Benefit will be equal to the greater of the Total Selected Face Amount and the Minimum Death Benefit, less Certificate Debt. The net Death Benefit immediately following exercise of the rider = [new Total Selected Face Amount – Certificate Debt] = [$127,063.13 – $120,000] = $7,063.13.
|
|
•
|
The Certificate Debt of $120,000 will continue to accrue interest at the applicable rate and the loaned Account Value of $120,000 will continue to be credited with interest at the applicable rate.
|
75
Appendix E
Hypothetical Example – Accelerated Death Benefit for Chronic Illness Rider
Below is an example showing the impact of exercising the Accelerated Death Benefits for Chronic Illness Rider (the “Chronic Care Benefit”) on the certificate.
Certificate details prior to the Chronic Care Benefit:
|
Product
|
Group Variable Universal Life II
(GVUL II) |
|
Attained Age
|
54
|
|
Total Selected Face Amount
|
$200,000
|
|
Death Benefit Option
|
A
|
|
Death Benefit
|
$200,000
|
|
Certificate Debt
|
$ 10,000
|
|
Surrender Value
|
$ 18
|
|
Unpaid and Past Due Premium
|
$ 0
|
The Insured is Chronically Ill as defined in the rider and the Certificate Owner elects Benefit Option 2 in the rider and accelerates the maximum face amount available under this benefit option. Benefit Option 2 allows for up to 5 separate accelerations equal to the applicable Annual Eligible Amount.
Calculation of Chronic Care Benefit Payment under Benefit Option 2
The Annual Eligible Amount is the maximum face amount that can be accelerated per Chronic Care Benefit claim under Benefit Option 2. The Annual Eligible Amount is the lesser of:
|
•
|
50% of the Current Selected Face Amount
|
|
•
|
75% of the Original Total Selected Face Amount net of any face amount previously accelerated
|
|
•
|
The product of the per diem amount allowed by the Internal Revenue Code by §7702B(d)(4) on the date the claim is approved multiplied by 365
|
Annual Eligible Amount = Min ((0.50*$200,000), (0.75*$200,000), ($430*365))
Annual Eligible Amount = Min ($100,000, $150,000, $156,950)
Annual Eligible Amount = $100,000
Annual Eligible Amount = Min ($100,000, $150,000, $156,950)
Annual Eligible Amount = $100,000
Chronic Care Fee Percentage = Actuarial discount for exercising the Chronic Care Benefit based on the Insured’s Attained Age
Chronic Care Fee Percentage = 18% for an Attained Age 54
Chronic Care Benefit Fee = Annual Eligible Amount * Chronic Care Fee Percentage
Chronic Care Benefit Fee = $100,000 * 0.18 = $18,000
Chronic Care Fee Percentage = 18% for an Attained Age 54
Chronic Care Benefit Fee = Annual Eligible Amount * Chronic Care Fee Percentage
Chronic Care Benefit Fee = $100,000 * 0.18 = $18,000
Chronic Care Benefit Payment = Annual Eligible Amount – Chronic Care Benefit Fee
– Unpaid and Past Due Premium – Loan Repayment
Chronic Care Benefit Payment = $100,000 – $18,000 – $0 – (Certificate Debt Before – Certificate Debt After)
Chronic Care Benefit Payment = $100,000 – $18,000 – $0 – ($10,000 – $5,000) = $77,000
– Unpaid and Past Due Premium – Loan Repayment
Chronic Care Benefit Payment = $100,000 – $18,000 – $0 – (Certificate Debt Before – Certificate Debt After)
Chronic Care Benefit Payment = $100,000 – $18,000 – $0 – ($10,000 – $5,000) = $77,000
76
Impact on Certificate Values
|
Certificate Values Before
Acceleration |
Certificate Values After
Acceleration |
|
|
Death Benefit
|
$200,000
|
$100,000
|
|
Total Selected Face Amount
|
$200,000
|
$100,000
|
|
Surrender Value(*)
|
$ 18
|
$ 9
|
|
Certificate Debt
|
$ 10,000
|
$ 5,000
|
|
Annual Target Premium
|
$ 383
|
$ 191.50
|
| (*) | The Surrender Value would not change as a result of the acceleration if Death Benefit Option B was selected. Under Death Benefit Option B, the Death Benefit is equal to Total Selected Face Amount + Account Value. |
Death Benefit = Death Benefit Before – Amount to Be Accelerated
Death Benefit = $200,000 – $100,000 = $100,000
Death Benefit = $200,000 – $100,000 = $100,000
Total Selected Face Amount = Total Selected Face Amount Before x Death Benefit After / Death Benefit Before
Total Selected Face Amount = $200,000 x $100,00 / $200,000 = $100,000
Total Selected Face Amount = $200,000 x $100,00 / $200,000 = $100,000
Surrender Value = Surrender Value Before x Death Benefit After / Death Benefit Before
Surrender Value = $18 x $100,000 / $200,000 = $9
Surrender Value = $18 x $100,000 / $200,000 = $9
Certificate Debt = Certificate Debt Before x Death Benefit After / Death Benefit Before
Certificate Debt = $10,000 x $100,000 / $200,000 = $5,000
Certificate Debt = $10,000 x $100,000 / $200,000 = $5,000
Planned Annual Premium = Planned Annual Premium Before x Death Benefit After / Death Benefit Before
Planned Annual Premium = $383 x $100,000 / $200,000 = $191.50
Planned Annual Premium = $383 x $100,000 / $200,000 = $191.50
77
Appendix F – State Variations of Certain Certificate Features
The following chart describes the material variation of certain features and/or benefits of the certificate in states where the certificate has been approved as of the date of the prospectus.
|
State
|
Feature
|
Variation
|
|
Arizona
|
Suicide
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the certificate.
|
|
Spouse Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
California
|
Waiver of Monthly Charges Rider
|
There is no exclusion of total disability caused by military service.
Loss of speech or loss of hearing in both years qualifies as total disability, even if the Insured is able to work.
Benefits do not terminate upon Attained Age 65 if total disability began prior to Attained Age 60.
|
|
Accidental Death Benefit Rider
|
There is no exclusion of total disability caused by military service.
|
|
|
Accelerated Benefits for Terminal Illness Rider
|
The Certificate Owner may request an accelerated death benefit payment of either:
Option A: 75% of the Eligible Amount; or
Option B: 50% of the Eligible Amount If the Certificate Owner elects Option B, the Certificate Owner may request one additional accelerated death benefit payment equal to 50% of the Eligible Amount in effect at the time the additional request is made.
|
|
|
Colorado
|
Suicide
|
All references in the provision to “two years” should be replaced with “one year.”
|
|
Spouse Level Term Rider
|
Limited benefit will be paid if the insured spouse commits suicide within one year after rider issue date or the effective date of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
Limited benefit will be paid if the insured child commits suicide within one year after rider issue date or the effective date of reinstatement of the rider.
|
|
|
Florida
|
Free Look
|
14 days.
|
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
|
|
Accelerated Benefits for Terminal Illness Rider
|
The fee to exercise this rider will not exceed $100.
|
|
|
Illinois
|
Accelerated Benefits for Terminal Illness Rider
|
For purposes of this rider, you are considered to have a terminal illness if you are not expected to live more than 24 months after the date of diagnosis.
|
78
|
State
|
Feature
|
Variation
|
|
Maryland
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
|
Suicide
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the certificate.
|
|
|
Spouse Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
An insured child does not have to have been discharged from hospital after birth to qualify as an insured child.
The amount of benefit under this rider will be one-half the Amount of Term Insurance if the death occurs more than 14 but less than 15 days after the insured child’s date of death.
|
|
|
Massachusetts
|
Free Look
|
60 days for replacements.
|
|
Accidental Death Benefit Rider
|
There is no exclusion for total disability caused by military service.
|
|
|
Minnesota
|
Suicide
|
All references in the provision to “two years” should be replaced with “one year.”
|
|
Missouri
|
Suicide
|
Limited benefit will be paid if the Insured commits suicide within one year after certificate Issue Date or the effective date of reinstatement of the certificate.
All references in the provision to “two years” should be replaced with “one year.”
|
|
Spouse Level Term Rider
|
Limited benefit will be paid if the insured spouse commits suicide within one year after rider issue date or the effective date of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
Limited benefit will be paid if the insured child commits suicide within one year after rider issue date or the effective date of reinstatement of the rider.
|
|
|
Requirements to Reinstate
|
To reinstate the certificate, a premium payment equal to the monthly charges due on the Monthly Calculation Date which is on, or next follows, the date of reinstatement must be made.
|
|
|
Waiver of Monthly Charges Rider
|
Total disability must have lasted at least 180 consecutive days, begun while the rider and certificate were In Force, and begun before the Certificate Anniversary date that is on or next follows the Insured’s 65th birthday.
|
|
|
Montana
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
|
North Dakota
|
Suicide
|
All references in the provision to “two years” should be replaced with “one year.”
|
79
|
State
|
Feature
|
Variation
|
|
New York
|
Assignment
|
Certificate may be assigned without Company approval.
|
|
Free Look
|
60 days for replacements.
|
|
|
Certificate Owner Change
|
Certificate Owner may be changed without Company approval.
|
|
|
Guideline Premium Test
|
Not available.
|
|
|
Spouse Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
An insured child does not have to have been discharged from hospital after birth to qualify as an insured child.
|
|
|
Right to Surrender
|
At least once each Certificate Year, the Certificate Owner has the option to transfer all of the Variable Account Value to the GPA and surrender the certificate for level paid-up life insurance.
|
|
|
Certificate Debt Limit
|
To terminate the certificate because the Certificate Debt Limit has been reached, we must, within 30 days following the date the limit is reached, mail written notice to the Certificate Owner and any assignee shown on our records at their last known addresses
|
|
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
|
|
Overloan Protection Rider
|
Not available.
|
|
|
Waiver of Monthly Charges
|
There are no exclusions of total disability caused by drugs or felony.
|
|
|
North Carolina
|
Free Look
|
The later of 45 days from the date you submit the application or 10 days after you receive the certificate.
|
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
|
|
Ohio
|
Free Look
|
30 days for replacements.
|
|
Death Benefit
|
If no Beneficiary designated under this certificate survives the Insured, the Beneficiary will be the Certificate Owner, or if the Certificate Owner is not living, the Certificate Owner’s estate.
|
|
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
|
|
Accelerated Benefits for Terminal Illness Rider
|
Terminal illness may be diagnosed before the certificate is In Force.
|
|
|
Oklahoma
|
Free Look
|
Company will pay interest on premium that is not returned within 30 days from the date of cancellation.
|
|
Accidental Death Benefit Rider
|
There is no exclusion for total disability caused by war.
|
|
|
Waiver of Monthly Charges Rider
|
There is no exclusion for total disability caused by war.
|
80
|
State
|
Feature
|
Variation
|
|
South Carolina
|
Suicide
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the certificate.
|
|
Spouse Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Tennessee
|
Suicide
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the certificate.
|
|
Spouse Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Texas
|
Assignment
|
Certificate may be assigned without Company approval.
|
|
Certificate Owner/Beneficiary Changes
|
Certificate Owner may be changed without Company approval.
|
|
|
Death Benefit
|
If no Beneficiary designated under this certificate survives the Insured, the Beneficiary will be the Certificate Owner, or if the Certificate Owner is not living, the Certificate Owner’s estate.
|
|
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
|
|
Accidental Death Benefit Rider
|
There is no exclusion for total disability caused by war.
|
|
|
Waiver of Monthly Charges Rider
|
There is no exclusion for total disability caused by war.
|
|
|
Accelerated Death Benefit for Terminal Illness
|
The maximum percentage that may be accelerated is 75% of the Eligible Amount.
The amount of payment under this rider will be equal to:
Where i is an interest rate that will not exceed the greater of:
|
|
|
Spouse Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
81
|
State
|
Feature
|
Variation
|
|
Virginia
|
Suicide
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the certificate.
|
|
Spouse Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Children’s Level Term Rider
|
There is no limited benefit for suicide that occurs within two years of reinstatement of the rider.
|
|
|
Grace Period
|
61 days.
|
|
|
Conversion
|
Offers the ability to convert to a term life insurance policy.
|
82
The SAI contains additional information about the Separate Account and the certificate. The SAI is incorporated into this prospectus by reference and is legally part of this prospectus. We filed the SAI with the SEC.
This prospectus and the SAI are available online at www.MassMutual.com/SGVULII. For a free copy of other information about this certificate, or general inquiries, you can contact our Administrative Office:
Massachusetts Mutual Life Insurance Company
LCM Document Management Hub
1295 State Street
Springfield, MA 01111-0001
(800) 548-0073
(Fax) (413) 226-4054
(Email) [email protected]
www.MassMutual.com
LCM Document Management Hub
1295 State Street
Springfield, MA 01111-0001
(800) 548-0073
(Fax) (413) 226-4054
(Email) [email protected]
www.MassMutual.com
You can also request, free of charge, a personalized illustration of death benefits, Surrender Values, and cash values from your registered representative or by calling our Administrative Office.
Investment Company Act file number: 811-08075
Securities Act file number: 333-206438
Class (Contract) Identifier: C000161953
Securities Act file number: 333-206438
Class (Contract) Identifier: C000161953
L7940
STATEMENT OF ADDITIONAL INFORMATION
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
(Registrant)
Strategic Group Variable Universal Life® II
(Depositor)
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
(Registrant)
Strategic Group Variable Universal Life® II
April 27, 2026
This Statement of Additional Information (SAI) is not a prospectus. It should be read in conjunction with the statutory prospectus dated April 27, 2026 for the Strategic Group Variable Universal Life® II (GVUL II) certificate. The GVUL II certificate and its statutory prospectus may be referred to in this SAI.
For a copy of the GVUL II statutory prospectus, contact your registered representative, our Administrative Office by mail at Massachusetts Mutual Life Insurance Company, LCM Document Management Hub, 1295 State Street, Springfield, Massachusetts 01111-0001, by phone (800) 548-0073, by fax at (413) 226-4054, by email at [email protected], access the internet at www.MassMutual.com/SGVULII, or access the Securities and Exchange Commission website at www.sec.gov.
TABLE OF CONTENTS
|
SAI
|
Prospectus
|
|
|
General Information and History .......................
|
2
|
17
|
|
Company ............................................
|
2
|
17
|
|
The Separate Account ................................
|
2
|
18
|
|
Services ................................................
|
2
|
|
|
Additional Information About the Operation of the Certificate and the Registrant ...........................
|
2
|
|
|
Purchase of Shares in the Funds ......................
|
2
|
|
|
Annual Reports ......................................
|
2
|
|
|
Underwriters ...........................................
|
2
|
64
|
|
Commissions ........................................
|
3
|
64
|
|
Additional Information .................................
|
4
|
|
|
Underwriting Procedures ...............................
|
4
|
|
|
Premium Load Charge ...............................
|
4
|
21
|
|
Special Purchase Plans – Reduction of Charges .......
|
4
|
25
|
|
Increases in Selected Face Amounts ..................
|
4
|
37
|
|
Performance Data ......................................
|
5
|
|
|
Experts ................................................
|
5
|
|
|
Financial Statements ...................................
|
5
|
66
|
1
L7940-SAI
GENERAL INFORMATION AND HISTORY
Company
In this Statement of Additional Information, the “Company,” “we,” “us,” and “our” refer to Massachusetts Mutual Life Insurance Company (MassMutual®). MassMutual and its domestic life insurance subsidiaries provide individual and group life insurance, disability insurance, individual and group annuities and guaranteed interest contracts to individual and institutional customers in all 50 states of the U.S., the District of Columbia and Puerto Rico. Products and services are offered primarily through MassMutual’s distribution channels: MassMutual Financial Advisors, MassMutual Strategic Distributors, Institutional Solutions and Worksite.
MassMutual was established on May 15, 1851 and is organized as a mutual life insurance company in the Commonwealth of Massachusetts. MassMutual’s home office is located at 1295 State Street, Springfield, Massachusetts 01111-0001.
The Separate Account
The Company’s Board of Directors established Massachusetts Mutual Variable Life Separate Account I (Separate Account) on July 13, 1988, as a separate investment account of MassMutual. It was established based on the laws of the Commonwealth of Massachusetts. It is registered with the Securities and Exchange Commission as a unit investment trust under the provisions of the Investment Company Act of 1940.
The Separate Account exists to keep your life insurance assets separate from our other Company assets. As such, any income, gains, or losses credited to, or charged against, the Separate Account reflect only the Separate Account’s own investment experience. At no time will the Separate Account reflect the investment experience of the Company’s other assets.
We may not use the assets in the Separate Account to pay any liabilities of the Company other than those arising from the certificates. We may, however, transfer to our General Investment Account any assets that exceed anticipated obligations of the Separate Account. We are required to pay, from our general assets, if necessary, all amounts promised under the certificates. In the event that the assets in the Separate Account exceed the liabilities, the Company may only withdraw seed capital and earned fees and charges.
SERVICES
The Company holds title to the assets of the Separate Account. The Company maintains the records and accounts relating to the Guaranteed Principal Account, the Separate Account, the segment within the Separate Account established to receive and invest premium payments for the certificates, and the divisions of that segment. The Company’s principal business address is 1295 State Street, Springfield, Massachusetts 01111-0001.
ADDITIONAL INFORMATION ABOUT THE OPERATION OF THE CERTIFICATE AND THE REGISTRANT
Purchase of Shares in the Funds
Shares are purchased and redeemed at net asset value. Fund dividends and capital gain distributions are automatically reinvested, unless the Company, on behalf of the Separate Account, elects otherwise.
Because the Funds are also offered in variable annuity contracts, it is possible that conflicts could arise between the owners of variable life insurance policies and the owners of variable annuity contracts. If a conflict exists, the Fund’s board will notify the insurers and take appropriate action to eliminate the conflict.
Annual Reports
Each year within 30 calendar days after the Certificate Anniversary, we will provide the Certificate Owner a report showing the following certificate information:
|
•
|
the Account Value at the beginning of the previous Certificate Year;
|
|
•
|
all premiums paid since that time;
|
|
•
|
all additions to and deductions from the Account Value during the Certificate Year; and
|
|
•
|
the Account Value, death benefit, Surrender Value and Certificate Debt as of the current Certificate Anniversary.
|
This report may contain additional information if required by any applicable law or regulation.
UNDERWRITERS
The certificates are sold by both registered representatives of MML Investors Services, LLC (MMLIS), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML
2
Distributors, LLC (MML Distributors), a subsidiary of MassMutual. Pursuant to separate underwriting agreements with MassMutual, on its own behalf and on behalf of the Separate Account, MMLIS serves as principal underwriter of the certificates sold by its registered representatives, and MML Distributors serves as principal underwriter for the certificates sold by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors.
MMLIS and MML Distributors are located at 1295 State Street, Springfield, MA 01111-0001. MMLIS and MML Distributors are registered with the SEC as broker-dealers under the Securities Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (FINRA).
During the last three years, MMLIS and MML Distributors were paid the compensation amounts shown below for their actions as principal underwriters for the certificates described in the statutory prospectus.
|
Year
|
MMLIS
|
MML Distributors
|
|
2025
|
$5,522
|
$5,306
|
|
2024
|
$5,047
|
$4,592
|
|
2023
|
$3,984
|
$1,296
|
The offering is on a continuous basis.
Commissions
Commissions for sales of the certificates by MMLIS registered representatives are paid by MassMutual on behalf of MMLIS to its registered representatives. Commissions for sales of the certificates by registered representatives of other broker-dealers are paid by MassMutual on behalf of MML Distributors to those broker-dealers.
During the last three years, commissions as described in the prospectus were paid by MassMutual through MMLIS and MML Distributors as shown below.
|
Year
|
MMLIS
|
MML Distributors
|
|
2025
|
$26,503
|
$79,795
|
|
2024
|
$24,676
|
$91,308
|
|
2023
|
$22,641
|
$66,710
|
MML Distributors has selling agreements with other broker-dealers that are registered with the SEC and are members of FINRA (selling brokers). We sell the certificate through agents who are licensed by state insurance officials to sell the certificate and are registered representatives of a selling broker.
We also may contract with independent third party broker-dealers who may assist us in finding broker-dealers to offer and sell the certificates. These third parties also may provide training, marketing and other sales related functions for us and other broker-dealers. And they may provide certain administrative services to us in connection with the certificates.
Agents or selling brokers who sell the certificate receive commissions as a percentage of the premium paid. General agents may also receive compensation as a percentage of premium paid. Commissions paid will not exceed 30% of premiums, plus 0.20% of the certificate’s average annual Variable Account Value.
We may compensate agents who have financing agreements with general agents of MassMutual differently. Agents who meet certain productivity and persistency standards in selling MassMutual certificates are eligible for additional compensation. General agents and district managers who are registered representatives may also receive commission overrides, allowance and other compensations.
Agents and general agents may receive commissions at lower rates on certificates sold to replace existing insurance issued by MassMutual or any of its subsidiaries.
We may pay independent, third-party broker-dealers who assist us in finding broker-dealers to offer and sell the certificates compensation based on premium payments for the certificates. In addition, some sales personnel may receive various types of non-cash compensation as special sales incentives, including trips and educational and/or business seminars.
While the compensation we pay to broker-dealers for sales of certificates may vary with the sales agreement and level of production, the compensation generally is expected to be comparable to the aggregate compensation we pay to agents and general agents. However, from time to time, MML Distributors may enter into special arrangements with certain broker-dealers. These special arrangements may provide for the payment of higher compensation to such broker-dealers and registered representatives for selling the certificates.
3
ADDITIONAL INFORMATION
Underwriting Procedures
Before we issue a certificate to an individual evidencing insurance under a group universal life insurance policy offered by MassMutual, we will require evidence of insurability. This means that:
| 1. | you must complete an application and submit it to our Administrative Office; and |
| 2. | we may require that the Insured have a medical examination. |
Acceptance is subject to our underwriting rules, and we reserve the right to reject an application for any reason.
Insurance charges will be determined on each Certificate Anniversary based on our future expectations of such factors as mortality, expenses, interest, persistency and taxes. The insurance charge rate will not exceed those shown on the certificate specifications pages.
|
•
|
For certificates issued after December 31, 2019, these rates are based on 150% of the Ultimate 2017 Commissioners’ Standard Ordinary Mortality Table and age of the Insured based on his/her last birthday (80% male).
|
|
•
|
For certificates issued on or before December 31, 2019, these rates are based on 150% of the Ultimate 2001 Commissioners’ Standard Ordinary Mortality Table and age of the Insured based on his/her last birthday (80% male).
|
Premium Load Charge
We deduct a premium load charge from your premium for federal and state taxes, where applicable, and the expenses related to the sale and distribution of the certificates. The premium load charge varies for each employer group depending on:
|
•
|
group enrollment procedures selected by the employer;
|
|
•
|
total group premium paid by the employer; and
|
|
•
|
the size of the employer group.
|
We may increase or decrease the current premium load charge; however, it will never exceed the maximum premium load charge which is 10% of each premium.
Special Purchase Plans – Reduction of Charges
We may reduce or eliminate certain charges (premium load charge, cost of insurance charge, or other charges) where the size or nature of the group results in savings in sales, underwriting, administrative or other costs, to us. These charges may be reduced in certain groups, sponsored arrangements or special exchange programs made available by us. Eligibility for reduction in charges and the amount of any reduction is determined by a number of factors, including:
|
•
|
the number of Insureds;
|
|
•
|
the total premium expected to be paid;
|
|
•
|
total assets under management for the Group Policy owner;
|
|
•
|
the nature of the relationship among individual Insureds;
|
|
•
|
the purpose for which the certificates are being purchased;
|
|
•
|
the expected persistency of individual certificates; and
|
|
•
|
any other circumstances which are rationally related to the expected reduction in expenses.
|
The extent and nature of reductions may change from time to time. The charge structure may vary. Variations are determined in a manner not unfairly discriminatory to Certificate Owners which reflects differences in costs of services. Any reduction in charges may be discontinued after termination of employment or other relationship or if the employer is no longer sponsoring the program.
Increases in Selected Face Amounts
Additional coverage acquired in accordance with an increase in Base and/or Supplemental Selected Face Amount will incur cost of insurance charges on the same basis as the original certificate. Following an increase in Base and/or Supplemental Selected Face Amount, Account Values and premium payments are applied to the total contract, with no distinct assignment to the original certificate and the increased portion. For increases in Base and/or Supplemental Selected Face Amount, we will require evidence of insurability based on our underwriting rules. We reserve the right to reject an application for an increase in Base and/or Supplemental Selected Face Amount for any reason.
4
PERFORMANCE DATA
From time to time, we may report actual historical performance of the investment Funds underlying each division of the Separate Account. These returns will reflect the Fund operating expenses but they will not reflect the mortality and expense risk charge, any deductions from premiums, monthly charges assessed against the Account Value of the certificate, or other certificate charges. If these expenses and charges were deducted, the rates of return would be significantly lower.
The rates of return we report will not be illustrative of how actual investment performance will affect the benefits under the certificate. Neither are they necessarily indicative of future performance. Actual rates may be higher or lower than those reported.
We currently post investment performance reports for Strategic Group Variable Universal Life II on our website at www.MassMutual.com. You can also request a copy of the most recent report from your registered representative or by calling our Administrative Office at (800) 548-0073, Monday – Friday, 8 AM to 5 PM Eastern Time. Questions about the information in these reports should be directed to your registered representative.
We may also distribute sales literature that includes historical performance of broad market indices, such as the Standard & Poor’s 500 Stock Index® and the Dow Jones Industrial Average. These indices are provided for informational purposes only.
EXPERTS
The financial statements of Massachusetts Mutual Variable Life Separate Account I as of December 31, 2025 and 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 and the statutory financial statements of Massachusetts Mutual Life Insurance Company (the Company) as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, each have been included in this Statement of Additional Information herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, each of which are also included herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s report, dated February 26, 2026, states that the Company prepared its financial statements using statutory accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance (statutory accounting practices), which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, KPMG LLP’s report states that the financial statements of the Company 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. The principal business address of KPMG LLP is One Financial Plaza, 755 Main Street, Hartford, Connecticut 06103.
FINANCIAL STATEMENTS
The December 31, 2025 financial statements of Massachusetts Mutual Variable Life Separate Account I and the December 31, 2025 financial statements of Massachusetts Mutual Life Insurance Company are incorporated into this SAI by reference to Massachusetts Mutual Variable Life Separate Account I’s most recent Form N-VPFS (“Form N-VPFS”) filed with the SEC.
5
L7940-SAI
PART
C
OTHER INFORMATION
Item 30. Exhibits
|
Exhibit (a) |
|||||
|
Exhibit (b) |
Not Applicable | ||||
|
Exhibit (c) |
i. |
||||
|
|
ii. |
||||
|
iii. |
|||||
|
Exhibit (d) |
i. |
||||
|
ii. |
|||||
|
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iii. |
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iv. |
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v. |
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vi. |
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vii. |
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viii. |
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Exhibit (e) |
i. |
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ii. |
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iii. |
||||
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Exhibit (f) |
i. |
||||
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ii. |
||||
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Exhibit (g) |
Reinsurance Contracts | ||||
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i. |
Hannover Life Reassurance Company of America | |||
|
a. |
|||||
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1. |
||
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2. |
|||||
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3. |
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4. |
|||||
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5. |
||
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6. |
|||||
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7. |
Amendment effective February 6, 2024 – Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-259818 filed on or about April 24, 2026 | ||||
|
8. |
Amendment effective January 1, 2025 – Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement File No. 333-229670 filed on or about April 24, 2026 | ||||
|
|
ii. |
Swiss Re Life & Health America Inc. | |||
|
a. |
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1. |
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2. |
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3. |
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4. |
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5. |
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6. |
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Exhibit (h) |
i. |
Participation, Selling, Servicing Agreements: | |||
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a. |
AIM Funds (Invesco Funds) | ||||
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1. |
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i. |
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ii. |
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iii. |
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iv. |
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2. |
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i. |
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ii. |
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3. |
||
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b. |
Fidelity Funds | ||||
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1. |
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i. |
|||||
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ii. |
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iii. |
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iv. |
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v. |
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2. |
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3. |
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i. |
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ii. |
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iii. |
|||||
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iv. |
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4. |
|||||
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i. |
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ii. |
|||||
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iii. |
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c. |
Ivy Funds | ||||
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1. |
||
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i. |
|||||
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ii. |
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iii. |
|||||
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iv. |
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v. |
|||||
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vi. |
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vii. |
|||||
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2. |
||
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i. |
|||||
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ii. |
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iii. |
|||||
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iv. |
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d. |
MML Funds | ||||
|
|
|
|
1. |
||
| i. | First Amendment to Participation Agreement effective March 17, 2017 – Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-259818 filed on or about April 24, 2026 | ||||
| ii. | Second Amendment to Participation Agreement effective March 31, 2026 – Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-259818 filed on or about April 24, 2026 | ||||
|
2. |
|||||
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i. |
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ii. |
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iii. |
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iv. |
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v. |
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vi. |
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vii. |
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viii. |
|||||
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ix. |
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e. |
MML II Funds | ||||
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1. |
||
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i. |
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ii. |
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iii. |
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iv. |
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v. |
|||||
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vi. |
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vii. |
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viii. |
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ix. |
|||||
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x. |
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xi. |
|||||
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ii. |
Shareholder Information Agreements (Rule 22c-2 Agreements) | |||
|
a. |
|||||
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1. |
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b. |
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c. |
|||
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d. |
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e. |
|||
|
Exhibit (i) |
Not Applicable | ||||
|
Exhibit (j) |
Not Applicable | ||||
|
Exhibit (k) |
|||||
|
Exhibit (l) |
Not Applicable | ||||
|
Exhibit (m) |
Not Applicable | ||||
|
Exhibit (n) |
i. |
|||||
|
• |
Company Financial Statements | |||||
|
|
|
|
• |
Separate Account Financial Statements |
||
|
ii. |
a. |
Powers of Attorney for: | ||||
|
|
|
|
• |
Roger W. Crandall | ||
|
• |
Kathleen A. Corbet | |||||
|
|
|
|
• |
James H. DeGraffenreidt, Jr. | ||
|
• |
Mary Jane Fortin | |||||
|
|
|
|
• |
Isabella D. Goren | ||
|
• |
Bernard A. Harris, Jr. | |||||
|
|
|
|
• |
Michelle K. Lee | ||
|
• |
Jeffrey M. Leiden | |||||
|
|
|
|
• |
Laura J. Sen | ||
|
|
|
|
• |
Amy M. Stepnowski | ||
| – Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement File No. 333-255824 filed April 25, 2025 | ||||||
| b. | Powers of Attorney for: | |||||
|
• |
Gregory Giardiello | |||||
|
• |
David H. Long | |||||
| c. | Power of Attorney for: | |||||
|
• |
Michael Thomas Rollings | |||||
|
|
iii. |
|||||
|
Exhibit (o) |
Not Applicable | |||||
|
Exhibit (p) |
Not Applicable | |||||
|
Exhibit (q) |
||||||
| (*) | filed herewith |
Item 31. Directors and Officers of the Depositor
Directors of Massachusetts Mutual Life Insurance Company
|
Roger W. Crandall, Director, Chairman 1295 State Street Springfield, MA 01111 |
Kathleen A. Corbet, Director 34 Louises Lane New Canaan, CT 06840 |
Isabella D. Goren, Director 8030 Acoma Lane Dallas, TX 75252 |
|
Michael T. Rollings, Director 9625 E AW Tillinghast Road Scottsdale, AZ 85262 |
James H. DeGraffenreidt, Jr., Director 406 Cedarcroft Road Baltimore, MD 21212 |
Michelle K. Lee, Director 19952 Moran Lane Saratoga, CA 95070 |
|
Jeffrey M. Leiden, Director 127 South Beach Road Hobe Sound, FL 33455 |
Laura J. Sen, Director 95 Pembroke Street, Unit 1 Boston, MA 02118 |
Amy M. Stepnowski 29 Newgate Drive Glastonbury, CT 06033 |
|
David H. Long, Director 10 Strawberry Hill Street Dover, MA 02030 |
Bernard A. Harris, Jr., Director 3333 Allen Parkway, #1709 Houston, Texas 77019 |
Principal Officers of Massachusetts Mutual Life Insurance Company
|
Roger W. Crandall, President and Chief Executive Officer 1295 State Street Springfield, MA 01111 |
Eric Partlan, Chief Investment Officer 10 Fan Pier Boulevard Boston, MA 02210 |
|
Julieta Sinisgalli, Treasurer 10 Fan Pier Boulevard Boston, MA 02210 |
John Rugel, Head of Operations 10 Fan Pier Boulevard Boston, MA 02210 |
|
Michael J. O’Connor, General Counsel 1295 State Street Springfield, MA 01111 |
Susan Cicco, Chief of Staff to the Chairman & CEO 1295 State Street Springfield, MA 01111 |
|
Mary Jane Fortin, Chief Financial Officer 10 Fan Pier Boulevard Boston, MA 02210 |
Sears Merritt, Head of Technology & Experience 10 Fan Pier Boulevard Boston, MA 02210 |
|
Dominic Blue, Head of Third-Party Distribution and New Markets 1295 State Street Springfield, MA 01111 |
Geoffrey Craddock, Chief Risk Officer 10 Fan Pier Boulevard Boston, MA 02210 |
|
Paul LaPiana, Head of Brand, Product and Affiliated Distribution 1295 State Street Springfield, MA 01111 |
Tokunbo Akinbajo, Corporate Secretary 1295 State Street Springfield, MA 01111 |
|
Gregory Giardiello, Corporate Controller 10 Fan Pier Boulevard Boston, MA 02210 |
Item 32. Persons Controlled by or Under Common Control with the Depositor or the Registrant
– Incorporated by reference to Item 32 on Form N-6 in Post-Effective Amendment No. 6 to Registration Statement File No. 333-259818 filed on or about April 24, 2026
Item 33. Indemnification
MassMutual directors and officers are indemnified under Article V. of the by-laws of Massachusetts Mutual Life Insurance Company, as set forth below.
ARTICLE V. of the By-laws of MassMutual provides for indemnification of directors and officers as follows:
“ARTICLE V.
INDEMNIFICATION
Subject to limitations of law, the Company shall indemnify:
| (a) | each director, officer or employee; |
| (b) | any individual who serves at the request of the Company as a director, board member, committee member, partner, trustee, officer or employee of any foreign or domestic organization or any separate investment account; or |
| (c) | any individual who serves in any capacity with respect to any employee benefit plan, |
from and against all loss, liability and expense imposed upon or incurred by such person in connection with any threatened, pending or completed action, claim, suit, investigation or proceeding of any nature whatsoever, in which such person may be involved or with which he or she may be threatened to be involved, by reason of any alleged act, omission or otherwise while serving in any such capacity, whether such action, claim, suit, investigation or proceeding is civil, criminal, administrative, arbitrative, or investigative and/or formal or informal in nature. Indemnification shall be provided although the person no longer serves in such capacity and shall include protection for the person’s heirs and legal representatives.
Indemnities hereunder shall include, but not be limited to, all costs and reasonable counsel fees, fines, penalties, judgments or awards of any kind, and the amount of reasonable settlements, whether or not payable to the Company or to any of the other entities described in the preceding paragraph, or to the policyholders or security holders thereof.
Notwithstanding the foregoing, no indemnification shall be provided with respect to:
| (1) | any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Company or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; |
| (2) | any liability to any entity which is registered as an investment company under the Federal Investment Company Act of 1940 or to the security holders thereof, where the basis for such liability is willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office; and |
| (3) | any action, claim or proceeding voluntarily initiated by any person seeking indemnification, unless such action, claim or proceeding had been authorized by the Board of Directors or unless such person’s indemnification is awarded by vote of the Board of Directors. |
In any matter disposed of by settlement or in the event of an adjudication which in the opinion of the General Counsel or his or her delegate does not make a sufficient determination of conduct which could preclude or permit indemnification in accordance with the preceding paragraphs (1), (2) and (3), the person shall be entitled to indemnification unless, as determined by the majority of the disinterested directors or in the opinion of counsel (who may be an officer of the Company or outside counsel employed by the Company), such person’s conduct was such as precludes indemnification under any such paragraph. The termination of any action, claim, suit, investigation or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of the Company.
The Company may at its option indemnify for expenses incurred in connection with any action or proceeding in advance of its final disposition, upon receipt of a satisfactory undertaking for repayment if it be subsequently determined that the person thus indemnified is not entitled to indemnification under this Article V.”
To provide certainty and more clarification regarding the indemnification provisions of the Bylaws set forth above, MassMutual has entered into indemnification agreements with each of its directors, and with each of its officers who serve as a director of a subsidiary of MassMutual, (a “Director”). Pursuant to the Agreements, MassMutual agrees to indemnify a 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 Director because he or she is a director if the Director (i) acted in good faith, (ii) reasonably believed the conduct was in the Company’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 Director shall not be liable under MassMutual’s Charter or By-Laws. MassMutual further agrees to indemnify a Director, to the extent permitted by law, against all Costs paid in connection with any proceeding (i) unless the 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 Director derived an improper benefit. MassMutual will also indemnify a Director, to the fullest extent authorized by the MBCA, against all expenses to the extent the Director has been successful on the merits or in defense of any proceeding. If any court determines that despite an adjudication of liability to MassMutual or its subsidiary that the Director is entitled to indemnification, MassMutual will indemnify the Director to the extent permitted by law. Subject to the Director’s obligation to pay MassMutual in the event that the Director is not entitled to indemnification, MassMutual will pay the expenses of the Director prior to a final determination as to whether the Director is entitled to indemnification.
Item 34. Principal Underwriters
|
|
(a) |
MML
Investors Services, LLC (“MMLIS”) serves as principal underwriter of the contracts/policies/certificates sold by its registered
representatives, and MML Distributors, LLC (“MML Distributors”) serves as principal underwriter of the certificates
sold by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors. 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, MassMutual Premier Funds, MassMutual Select Funds, and certain series of the MML Series Investment Fund and MML Series Investment Fund II. MML Distributors also acts as principal underwriter for certain contracts that utilize the following registered separate accounts of Talcott Resolution Life Insurance Company: Talcott
Resolution Life Insurance Company - DC Variable Account I |
|
|
(b) |
MMLIS and MML Distributors are the principal underwriters for this Certificate. The following people are officers and directors of MMLIS and member representative and officers of MML Distributors: |
DIRECTORS AND OFFICERS OF MML INVESTORS SERVICES, LLC
| Name | Positions and Offices | Principal Business Address |
| Vaughn Bowman | Director, Chairman of the Board, Chief Executive Officer, and President | * |
| John Vaccaro | Director and Chairman Emeritus | * |
| Geoffrey Craddock | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Paul LaPiana | Director | * |
| Jennifer Reilly | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Joseph Mallee | Director, Agency Field Force Supervisor and Vice President | * |
| David Mink | Vice President and Chief Operations Officer | * |
| Frank Rispoli | Chief Financial Officer and Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Edward K. Duch, III | Chief Legal Officer, Vice President, and Secretary | * |
| Courtney Reid | Chief Compliance Officer | * |
| James P. Puhala | Deputy Chief Compliance Officer | * |
| Michael Gilliland | Deputy Chief Compliance Officer | * |
| Thomas Bauer | Chief Technology Officer | * |
| Anthony Frogameni | Chief Privacy Officer | * |
| Linda Bestepe | Vice President | * |
| Brian Foley | Vice President |
10 Fan Pier Boulevard Boston, MA 02210 |
| James Langham | Vice President | * |
| Michael Thomas | Vice President |
2 Park Ave New York, NY 10016 |
| Daken Vanderburg | Vice President | * |
| Mary B. Wilkinson | Vice President |
10 Fan Pier Boulevard Boston, MA 02210 |
| George Randall | Field Risk Officer | * |
| Alyssa O’Connor | Assistant Secretary | * |
| Pablo Cabrera | Assistant Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Jeffrey Sajdak | Assistant Treasurer | * |
| Elizabeth Marin | Assistant Treasurer | * |
| Kevin Lacomb | Assistant Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Tricia Cohen | Continuing Education Officer | * |
| Mario Morton | Registration Manager | * |
| Kelly Pirrotta | AML Compliance Officer | * |
| John Rogan | Regional Vice President | * |
| Sarah Hedges | Regional Vice President | * |
| David Smith | Regional Vice President | * |
| Tanya Wilber | Regional Vice President | * |
* 1295 State Street, Springfield, MA 01111-0001
MEMBER REPRESENTATIVE AND OFFICERS OF MML DISTRIBUTORS, LLC
| Name | Positions and Offices | Principal Business Address |
| Elizabeth Forget | Member Representative |
2 Park Ave New York, NY 10016 |
| Douglas Steele | Chief Executive Officer and President | * |
| Frank Rispoli | Chief Financial Officer and Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Edward K. Duch, III | Chief Legal Officer, Vice President, and Secretary | * |
| James P. Puhala | Chief Compliance Officer | * |
| Vincent Baggetta | Chief Risk Officer | * |
| Alyssa O’Connor | Assistant Secretary | * |
| Pablo Cabrera | Assistant Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Kevin Lacomb | Assistant Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Jeffrey Sajdak | Assistant Treasurer | * |
| Elizabeth Marin | Assistant Treasurer | * |
| Stephen Alibozek | Entity Contracting Officer | * |
| Mario Morton | Registration Manager and Continuing Education Officer | * |
| Kelly Pirrotta | AML Compliance Officer | * |
| (*) | 1295 State Street, Springfield, MA 01111-0001 |
|
|
(c) |
Compensation
From the Registrant |
Item 35. 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 01111-0001. |
Item 36. Management Services
|
|
Not Applicable |
|
Item 37. |
Fee Representation |
REPRESENTATION
UNDER SECTION 26(f)(2)(A) OF
THE
INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that the fees and charges deducted under the Strategic Group Variable Universal Life® II (“GVUL II”) policy described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.
SIGNATURES
Pursuant to the requirements of Securities Act of 1933 and the Investment Company Act of 1940, the Registrant 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 registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wilmington, and the State of North Carolina on this 24th day of April, 2026.
MASSACHUSETTS
MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
(Registrant)
MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY
(Depositor)
|
By |
ROGER W. CRANDALL * Roger
W. CrandallPresident and Chief Executive Officer (principal executive officer) Massachusetts Mutual Life Insurance Company |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date | ||
|
ROGER W. CRANDALL * Roger
W. Crandall |
|
Director
and Chief Executive Officer |
|
April 24, 2026 |
|
MARY JANE FORTIN * Mary
Jane Fortin |
Chief
Financial Officer |
April 24, 2026 | ||
|
GREGORY GIARDIELLO * Gregory
Giardiello |
|
Corporate
Controller |
|
April 24, 2026 |
|
KATHLEEN A. CORBET * Kathleen
A. Corbet |
|
Director |
|
April 24, 2026 |
|
JAMES H. DEGRAFFENREIDT, JR. * James
H. DeGraffenreidt, Jr. |
Director |
April 24, 2026 | ||
|
ISABELLA D. GOREN * Isabella
D. Goren |
|
Director |
|
April 24, 2026 |
|
BERNARD A. HARRIS, JR. * Bernard
A. Harris, Jr. |
Director |
April 24, 2026 | ||
|
MICHELLE K. LEE * Michelle
K. Lee |
|
Director |
|
April 24, 2026 |
|
JEFFREY M. LEIDEN * Jeffrey
M. Leiden |
Director |
April 24, 2026 | ||
|
DAVID H. LONG * David
H. Long |
Director |
April 24, 2026 | ||
|
MICHAEL THOMAS ROLLINGS * Michael
Thomas Rollings |
Director |
April 24, 2026 | ||
|
LAURA J. SEN * Laura
J. Sen |
|
Director |
|
April 24, 2026 |
|
AMY M. STEPNOWSKI * Amy
M. Stepnowski |
Director |
April 24, 2026 | ||
|
/s/ GARY F. MURTAGH *
Gary F. Murtagh Attorney-in-Fact pursuant to Powers of Attorney |
INDEX TO EXHIBITS
|
Item No. |
Exhibit |
|||||
|
Item 30. |
Exhibit (n) |
i. |
||||
|
• |
Company Financial Statements | |||||
|
|
|
|
|
• |
Separate Account Financial Statements | |
| Item 30. | Exhibit (q) | SEC Procedures Memorandum dated April 23, 2026 | ||||
ATTACHMENTS / EXHIBITS
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