SEC Division of Investment Management staff letter: Massachusetts Mutual Life

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UNITED STATES at

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549 AYAt.1 2.- (S - o.~,

DIVISION OF

INVESTMENT MANAGEMENT
Februar 15, 1996

Michael Berenson, Esq.

Jorden Burt Berenson & Johnson LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007-0805

Re: Massachusetts Mutual Life Insurance Company and

Connecticut Mutual Life Insurance Company
Dear Mr. Berenson:

Enclosed is our response to your letters of February 1, 1996, and November 27,
1995. In any future correspondence on this matter, please refer to our Reference No. IP-2
96.
Sincerely,
'I /f"

-x~ .:'v-'- 'I L.-v''
Susan Nash
Assistant Director
Enclosure

JORDEN BURT BERENSON & JOHNSON LLP

SUITE 400 EAST

1025 THOMAS JEFFERSON STREET, N.W.

WASHINGTON, D.C. 20007-0805

(202) 96S-8100
TELECOPIER (202) 96S-8104
AFFILIATED COUNSEL:
IN WASHINGTON, D.C.
SUITE 500 JONES 8: BLOUCH L.L.P.
777 BRICKELL AVENUE
MIAMI, FLORIDA 33131-2803 IN MIAMI, FLORIDA
(305) 371-2600 February 1, 1996
CANTOR 8: MORANTÈ. P.A.
BY HAND DELIVRY
Mark C. Amorosi, Esq.

Division of Investment Management

Securities and Exchange Commission
Room 10155, Stop 10-6
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Massachusetts Mutual Life Insurance Company and

Connecticut Mutual Life Insurance Company
Dear Mr. Amorosi:

As you requested in your Januar 25, 1996 conversation with my colleague James Bernstein, this supplements our letter, dated November 27, 1995 (the "November 27, 1995 Letter"), on behalf of Massachusetts Mutual Life Insurance Company ("MassMutual") and Connecticut Mutual Life Insurance Company ("CML"), in which we requested that the Securities and Exchange Commission (the "Commission") staff advise us that the staff would not recommend that the Commission take any enforcement action against MassMutual and CML under various provisions of the Investment Company Act of 1940 (the "1940 Act"), if CML transfers its variable anuity separate accounts and variable life insurance separate accounts, each registered under the 1940 Act as a unit investment trust, to MassMutual (the "Transfers") in connection with the proposed merger of CML and MassMutual (the "Merger"). The defined terms used herein are as defined in the November 27, 1995 Letter. A. Approval of New Investment Advisory Agreements Between the CML Funds

and Oppenheimer Management Coriioration (Footnote 10 at page 10)

1. Solicitation of the Shareholders of the CML Fund Portfolios. The CML Fund
   shareholders meetings described in footnote 10 at pages 10-1 1 of the November 27, 1995 Letter have not yet been held, but are scheduled to be held on Februar 14, 1996.
2. Status of G.R. Phelps & Co.. Inc. Following the Effective Date of the Merger,

G.R. Phelps & Co., Inc. no longer will serve as the investment adviser to the CML Fund

JORDEN BURT BERENSON & JOHNSON LLP

Mark C. Amorosi, Esq.
Febru 1, 1996

portfolios, but wil remain a registered investment adviser for an indefinite period of time. G.R.

Phelps & Co., Inc. also will continue to be registered with the National Association of Securities Dealers, Inc. as a broker-äealer for some period of time following the Merger. However, the intent is eventually to deregister G.R. Phelps & Co., Inc. as a broker-dealer.
3. Appointment of Oppenheimer Management Corporation to Serve as the

Investment Adviser on an Interim Basis. Footnote 10 of the November 27, 1995 Letter

provides, in par, that:
If the new investment advisory agreement between a CML Fund portfolio and

OMC is not approved by the shareholders of the CML Fund portfolio and the

Merger is consumated, the existing investment advisory agreement will terminate with respect to that CML Fund portfolio and no person will then serve as the investment adviser to that CML Fund portfolio. In such event, the CML Fund Board of Directors will determine what furher action should be taken with respect to that portfolio. Such action may include the appointment of OMC or another advisory organization to serve as the investment adviser on an interim basis. (Emphasis added.) If the CML Fund portfolio shareholders do not approve the new investment advisory agreement between a CML Fund portfolio and OMC, the CML Fund Board of Directors, fulfillng its fiduciar duty to provide for qualified management for the CML Fund portfolio, would consider, among other options, appointing OMC, pursuant to Rule 15a-4 under the 1940 Act, to serve as the investment adviser to the CML Fund portfolio on a temporar basis, not to exceed 120 days. B. Reference In Connection With Relief Requested Under Section 8 of the 1940 Act

The words ", as discussed above," set forth at the end of the text of the first paragraph under the heading "B. Section 8 of the 1940 Act is Inapplicable to the Transfers of the Separate Account," at page 12 of the November 27, 1995 Letter, represent an editing error and should be disregarded.
C. Sales of CML Contracts Between the Effective Date of the Merger and the

Effective Date of the New Re2istration Statements for the CML Contracts As noted at page 6 of the November 27, 1995 Letter, upon the Effective Date of the Merger, the transferred CML Accounts, in effect, will become new separate accounts of MassMutuaL. With respect to the new registration statements to be fied for the CML Contracts by MassMutual and the CML Accounts (the "New Registration Statements") on or immediately following the Effective Date of the Merger, we represent, on behalf of MassMutual, that if there
....

JORDEN BURT BERENSON & JOHNSON LLP

Mark C. Amorosi, Esq.
Febru 1, 1996

is any "interim" period between the Effective Date of the Merger and the effective date of such a New Registration Statement, MassMutual wil not sell any CML Contracts until such time as the New Registration Statement is effective.

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. We sincerely appreciate the continued thoughtful attention that you and your colleagues have given to this matter and your efforts to assist MassMutual and CML to achieve their targeted closing date. If you have any questions regarding ths letter, please call me at (202) 965-8140 or my colleague James Bernstein at (202) 965-8175. Sincerely yours,

~~
Michael Berenson cc: Stephen L. Kuh, Esq.

Richard M. Howe, Esq.
James Rodolaks, Esq.

Michael Chong, Esq.

Stephen E. Roth, Esq.

David S. Goldstein, Esq.

Kimberly J. Smith, Esq.

James Bernstein, Esq.

.~ ,
JORDEN BURT BERENSON & JOHNSON LLP

SUITE 400 EAST
1025 THOMAS JEFFERSON STREET, N.W.
WASHINGTON, D.C, 2007-0805
(202111SS-8100
TELECOPIER (2021116S-8104
AFFILIATED COUNSEL:
IN WASHINGTON, D.C.
SUITE 500 JONES li BLOUCH L.L.P.
777 BRIC!tELL AVENUE
MIAMI, FLORIOA 33131-2803 November 27, 1995 IN MIAMI, FLORIDA (305) 371-2600 CANTOR 8: MORANTE, P.A. BY HAD DELIVRY Brenda D. Sneed, Esquire Assistant Director Offce of Insurance Products Division of Investment Management Securities and Exchange Commssion Room 10162, Stop 10-6 450 Fift Street, N.W.

Washington, D. C. 20549

Re: Massachusetts Mutual Life Insurance Company and

Connecticut Mutual Life Insurance Company
Dear Ms. Sneed:

We are wrting on behalf of Massachusetts Mutual Ufe Insurance Company

("MassMutual") and Connecticut Mutual Ufe Insurance Company ("CML") to request that the staf advise us that the staff would not recommend that the Securities and Exchange Commsion (the "Commsion") take any enforcement action agait MassMutual and CML under Sectons 8 and 11 of the Investment Company Act of 1940, as amended (the "1940

Act"), if CML tranfers its varable anuity separate accounts and varable life insurance separate accounts, each registered under the 1940 Act, as a unit investment trust, to MassMutual (the ''Tranfers'') in connection with the proposed merger of CML and MassMutual (the "Merger"), as described below (the Merger, the Tranfers, and any related tranactons are referred to collectvely as the "Merger"). We are also requesting that the sta advie us that the staf would not recommend that the Commssion take any

enforcement action against MassMutual and CML if, after the consummation of the Merger, the pares contiue to rely on prior exemptive orders and no-action assurances under the

Federal securities laws.
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JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire
L BACKGROUND

A. Massachusetts Mutual Life Insurance Company and

Massachusetts Mutual Variable Annuity Accounts

life insurance company chartered in the Commonwealth of Massachusetts in 1851, with its home offce in Springfeld, Massachusetts. MassMutual is MassMutual is a mutual

life insurance policies and anuity contracts in all 50 states and the District of Columbia. MassMutual also is licensed to sell life insurance policies and anuity licensed to sell

contract in Puerto Rico and certai provinces of Caada, although MassMutual has not reported sales of such policies and contracts in either Puerto Rico or Canada as of Augut 1, 1995. As of December 31, 1994, MassMutual had total consolidated assets of over $35.7 Mutual currently has seven registered separate accounts (collectively, the "MassMutual Accounts"), which support varable life billon and surplus in excess of $1.9 billon. Mass

inurance contracts and the varable annuity contracts (such contracts are referred to collectively as the "MassMutual Contracts"). Three separate accounts fund variable annuity contracts (Massachusetts Mutual Variable Anuity Separate Account 1, Massachusetts Mutual Varable Anuity Separate Account 2, and Massachusetts Mutual Variable Anuity Separate Account 3) and one' separate account funds varable life insurance contracts (Massachusetts Mutual Varable Life Separate Account I). The ,remaining three MassMutual Accounts fund previously-issued varable life insurance policies and varable anuity contract, but no longer issue new MassMutual Contracts (Massachusetts Mutual

Varable Anuity Fund 1, Massachusetts Mutual Varable Anuity Fund 2, and Massachusetts Mutual Variable Life Separate Account II), The Mass Mutual Accounts are separate accounts created pursuant to Massachusetts inurance law and are registered as unit investment trusts with the Commssion under the 1940 Act, and the Mass Mutual Contracts supported by the MassMutual Accounts are registered as securities with the Commssion under the Securities Act of 1933, as amended

(the "1933 Actli).1/ The MassMutual Accounts consist of divisions, each investig

1/ Certai values and benefits under the MassMutual 'Contract are measured by unts of the MassMutual Accounts, which may be considered securities under the 1933 Act. $ See Registration Statement on Form N-4 for the Massachusetts Mutual Varable Anuity Separate Account 1, File Nos. 33-7724 and 2-75413 (and File No. 811-3200); Regitration Statement on Form N-4 for the Massachusetts Mutual Varable Anuity Separate Account 2, File Nos. 33-7723 and 2-75412 (and File No. 811-3354);

Registration Statement on Form N-4 for the Massachusetts Mutual Varable Anuity Separate Account 3, File No. 33-83798 (and File No. 811-8758); Registration

, , (continued..)

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JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire

exclusively in shares of portolios of the MML Series Investment Fund and the Oppenheimer Varable Account Funds, which are open-end, diversifed management investment companes registered under the 1940 Act (collectively, the "MassMutual Funds").Y MassMutual serves as the investment manager to the MML Series Investment Fund, and Oppenheimer Management Corporation ("OMC") serves as the investment maager to the Oppenheimer Varable Account Funds. OMC is owned by Oppenheimer

Acquiition Corporation, a holding company owned in par by senior management of OMC and ultimately controlled by MassMutual. The MassMutual Contracts permt additional payments and allow tranfers among divisions, subject to certain conditions. The MassMutual Contracts also offer a general account option, which has not been registered under the 1933 Act.MML Investors Servces, Inc. act as the principal underwter for the MassMutual Contracts. MML Investors Servces, Inc. is an indirect, wholly-owned subsidiary of MassMutual and, as such, is an tlafliated person" (as that term is defined in Section 2(a)(3) of the 1940 Act) of MassMutual. MML Bay State Life Insurance Company ("MML Bay State") is a stock life insurance MutuaL. Organized in 1894 under the laws of the State of Missour, MML Bay State (formerly known as Western Life Insurance Company of America) was purchased by MassMutual in 1981 and its name was changed in March 1982. MML Bay State's home offce is located in Jefferson City, Missouri, but its company and a wholly-owned subsidiar of Mass

pricipal admitrative offce is located in Springfield, Massachusetts. MML Bay State is

an issuer of varable life insurance and variable anuity contracts, MML Bay State currently 1/( ...continued) . Statement on Form S-6 for the Massachusetts Mutual Variable Life Separate Account I; File Nos. 33-23126, 33-32361, 33-87904, and 33-89798 (and File No. 811 5616); Regitration Statement on Form S-6 for the Massachusetts Mutual Variable lie Separate Account II, File No. 33-3134 (and File No. 811-4030) (last fied on March 13, 1986); Registration Statement on Form N-4 for the Massachusetts Mutual Varable Anuity Fund 1, File No. 2-30696 (and File No. 811-1757) (last filed on Apri 3, 1981); Registration Statement on Form N-4 for the Massachusetts Mutual Varable Anuity Fund 2, File No. 2-48707 (and File No. 811-2196) (last fied on April 3, 1981). ~ al Registration Statement on Form S-1 for the Massachusetts Mutual Life Insurance Company, File No. 33-84802. 1: ~ Registration Statement on Form N-IA for the MML Series Investment Fund,

File No. 2-39334 (and File No. 811-2224); Registration Statement on Form N-1A for the Oppenheimer Varable Account Funds, File No. 2-93177 (and File No. 811-4108).

JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire

is licensed to sell varable life insurance contracts in the District of Columbia and all states except New York. MML Bay State plan to obtai authority to sell varable anuity contract in al states except New York, and, as of Augut 1, 1995, had obtained such

authority in 43 states and the District of Columbia. MML Bay State has two separate accounts which are regitered under the 1940 Act as unit investment trusts (MML Bay State Varable Anuity Separate Account 1 and MML Bay State Varable Life Separate Account 1).3/ B. Connecticut Mutual Lire Insurance Company and

Connecticut Mutual Variable Annuity Accounts

CML is a mutual life insurance company charered in the State of Connecticut by a special act of the Connecticut General Assembly in 1846, with its home offce in Harford, life insurance policies and annuity contracts in all 50 states, the Distrct of Columbia, and Puerto Rico. As of December 31, 1994, CML had tota consolidated assets of over $11.7 billon and surplus in excess of $639 millon. CML Connecticut. CML is licensed to sell

cuently has five regitered separate accounts (the "CML Accounts"), including four

separate accounts funding variable anuity contracts (Panorama Separate Account, CML Varable Anuity Account A, CML Variable Anuity Account B, and CML Accumulation

Anuity Account E) and one separate account funding variable life insurance contract (Connectcut Mutual Varable Life Separate Account 1) (such contracts are referred to collectively as the "CML Contracts"). The CML Accounts are separate accounts created pursuant to Connecticut insurance law and are registered as unit investment truts with the Commssion under the 1940 Act, and the CML Contracts supported by the CML Accounts are registered as securities with the Commsion under the 1933 Act.Y The CML Accounts consist of divisions, each 'J ~ Regitration Statement on Form N-4 for the MML Bay State Varable Anuity

Separate Account 1, File No. 33-76920 (and File No. 811-8450); Regitration

Statement on Form S-6 for the MML Bay State Varable Life Separate Account 1, File Nos. 33-19605 and 33-82060 (and File No. 811-3542). See also Registration Statement on Form S-1 for the MML Bay State Life Insurance Company, File No. 33-79750. ~ ~ Regitration Statement on Form N-4 for the Panorama Separate Account, File

No. 2-73050 (and File No. 811-3215); Registration Statement on Form N-4 for the CML Varable Anuity Account A, File No. 2-30368 (and File No. 811-1733); Regitration Statement on Form N-4 for the CML Varable Anuity Account B, File (continued..), ~ ."

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JORDEN BURT BERENSON & JOHNSON LLP

Page 5 .

investig exclusively in shares of portolios of an open-end, diversified management

investment company regitered under the 1940 Act (the "CML Funds").~ G.R. Phelps & Co., Inc. serves as investment adviser to the CML Funds. The CML Contracts permt additional payments and alow tranfers among diviions, subject to certain conditions. The CML Contracts alo offer a general account optioIi which has not been registered under the 1933 Act. G.R. Phelps & Co., Inc. is a wholly-owned subsidiar of CML and acts as the principal underwter for the CML Contracts. G.R. Phelps & Co., Inc. is an "afliated person" (as that term is defined in Section 2(a)(3) of the 1949 Act) of CML C.M. Lie Insurance Company ("C.M. Life") is a stock life insurance company and a wholly-owned subsidiar of CML C.M. Ufe was charered by a special act of the Connecticut General Assembly on April 25, 1980. C.M. Ufe's home office is located in Harord, Connecticut. C.M. Lie is an issuer of variable lie insurance and variable anuity contract. C.M. Ufe currently is licensed to sell variable life insurance and annuity contract in al 50 states, the District of Columbia, and Puerto Rico. C.M. Ufe has three separate accounts, which are registered under the 1940 Act as unit investment trusts (Panorama Plus SeElarate Account, C.M. Multi Account A and C.M. Ufe Variable Ufe Separate Account I). ~ (.~.continued)

2-34269 (and File No. 811-1918); Registration Statement on Form N-4 for the CMLAccumulationAnuity Account E, File Nos. 2-54378 and 2-60681 (and File No. 811-2587); Registration Statement on Form S-6 for the Connecticut Mutual Varable Lie Separate Account 1, File Nos. 33-78488 and 33-78468 (and File No. 811-8514). No. ~ ~ Registration Statement on Form N-IA for the Connecticut Mutual Financial

Servces Series Fund I, Inc., File No. 2-73969 (aidFile No. 811-3255).,

§j ~ Registration Statement on Form N-4 for the Panorama Plus Separate Account,

File No. 33-45122 (and File No. 811-6530); Registration Statement on Form N-4 for the C.M. Multi Account A File Nos. 33-61643, 33-61679, and 33-82752 (and File No. 811-8696); and Regitration Statement on Form S-6 for the C.M. Life Varable Lie Separate Account' I, File No. 33-91072 (and File No. 811-9020). See also Registration Statement on Form S-1 for the C.M. Ufe Insurance Company, File Nos. 33-45123 and 33-85988. '

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JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire

II. THE PROPOSED TRSAClION

A.' The Proposed Meiier

In order to achieve cert business objectives, MassMutual and CML (collectvely,

the "Companes") intend to merge. The Companes, therefore, have entered into an agreement and plan of merger, dated September 13, 1995 (the "Merger Agreementll). The Merger Agreement provides that CML would merge into MassMutual, leaving Mass Mutual . as the suivig company. Each contractowner of CML would thereafter be a contractowner

of MassMutual by operation of law. Under the Merger Agreement, thecontractowners of MassMutual (!!IvfassMutual Contractownersll) would continue to be contractowners of MassMutual. The Merger Agreement alo provides that C.M. Life would become a wholly￾owned subsidiar of MassMutual, but would remain a separate company. Subject to state insurance deparment regulatory approvals and certai other conditions, it is anticipated that, following the Merger, MML Bay State will redomesticate from the State of Missouri to the State of Connecticut and the business operations of MML Bay State and C.M. Life will be consolidated. It is not anticipated that this redomestication would result in any change in the corporate entity of MML Bay State)/ The MassMutual Accounts and the CML Accounts (collectively, the IlAccountsll) are not pares to the Merger Agreement, which was entered into on the insurance company

leveL. As a result of the Merger, the Accounts, which are registered under the 1940 Act, will contiue to maitan their separate account status as unt investment trusts under the 1940 Act and as separate accounts under applicable state insurance law. The Accounts will not be merged into one another, nor will the CML Accounts be merged into, or otherwse combined with, any of the MassMutual Accounts. The only change resulting from the Merger by operation of law is that the CML Accounts subsequently will be owned by MassMutual; the .CML Accounts themselves will not change. That is, upon the effective date of the Merger (the IlEffective Date"), the transferred CML Accounts, in effect, will become new separate accounts of MassMutual; MassMutual will assume legal ownership of al of the assets of the CML Accounts; MassMutual will become responsible for CML's liabilties and obligations with respect to the CML Contracts then outstanding; and the assets and liabilties which comprised each CML Account immediately prior to the Merger will remain intact and legaly separate from any other business of MassMutual as the suiving company, afer the Merger. .

11 No assurances are being sought from the Staf in connection with the redomestication of MML Bay State.

. JORDEN BURT BERENSON & JOHNSON LLP
The'MassMutual Contracts issued prior to the Effective Date will continue to be funded by the inulated assets held in the MassMutual Accoun.ts. The Merger will not afect the proviions of, and the rights and obligations under, the MassMutual Contract.

Moreover, the Merger wil not dilute or otherwse adversely afect the economic interests of MassMutual Contractowners in connection with the MassMutual Accounts. The net asset Mutual Accounts in effect immediately afer value per unt of interest in each of the Mass

the Merger will be identica to the net asset value in effect immediately prior to the Merger. The CML Contracts issued by CML prior to the Effective Date will continue to be funded by the insulated assets held in the Accounts formerly owned by CML The Merger will not afect the provisions of, and the rights and obligations under, the CML Contract. Moreover, the Merger will not dilute or otherwse adversely affect the economic interests of the owners of GML Contracts (t1CML Contractownerstl). As a result of the Merger, the tranferred CML Contracts will become varable contracts supported by a separate account of MassMutual. Each tranferred CML Account will continue to support the CML Contract outstanding at the time the Transfers are effected and to receive additional payments made under the CML Contracts to the extent allocated to the CML Account. . Each tranferred CML Account also will support any variable contracts issued thereafter MutuaL. through the CML Account as a separate account of Mass

Mutual replacing CML as the depositor for the tranferred CML Accounts. No charges will be imposed, or other deductions made The Tranfers will have the effect of Mass

in connection with the Transfers. Although, as discussed below, certain changes in the

investment options available under the CML Contracts are contemplated in connection with the Merger, the Tranfers alo will not affect the net asset value of any division of the Accounts; the net asset values for the divisions of the Accounts in effect immediately after the Tranfers will be identical to the net asset values in effect immediately prior to the Tranfers. The critical change will be the assumption of liabilties under the CML Contracts by MassMutual, as the survving company, and that the CML Contractowners wil be owners of MassMutual Contracts by operation of law. All costs of the Transfers will be borne by MassMutual and CML and not by the MassMutual Contractowners and the CML Contractowners (collectively, the t1Contractowners"). . The Merger Agreement, which provides for the Tranfers and related tranactions, was approved by the Boards of Directors of MassMutual and CML in accordance with applicable state law on September 13, 1995. Since the Companes are mutual life insurance companies, applicable state insurance law requies that certai contractowners also must approve the Merger of the Companies.

The Companes, however, are currently meeting with the Massachusetts Insurance Deparent and the Connecticut Insurance Deparment to determne precisely which .. "

JORDEN BURT BERENSON & JOHNSON LLP

contrctowners are eñtitled to vote on the proposed Merger and, in connection with the solicitation of such votes, to determne the appropriate notication, voting, and approval requiements under Massachusetts and Connectcut insurance law. At this time, it is anticipated that all MassMutual Contractowners and all CML ContractoWIers will be . solicited. The solicitation of the votes of the MassMutual Contractowners and the CML Contractowners, which will be effected solely because of the requirements of Massachusetts and Connectcut state inurance law, wi be effected in a manner that is fully in compliance with s':ch state insurance law requirements.8I ' In order to reflect. the change of sponsorship of the CML Accounts, a new regitration statement under the 1933 Act for each of the currently-registered CML Contract will be fied to ensure that the new registration statement will become effective

on odmmediately following the Effective Date. Owers of such CML Contracts will receive

a prospects from such new registration statements that reflects MassMutual's sponsorship

of the CML Accounts as a result of the Merger and that contains appropriate disclosure concerng proposed changes in the underlying investment options, but which retains the historica fiancial information of the CML Accounts. A supplement to the prospectu of each of the cuently-registered MassMutual Contracts also will be filed by MassMutual to Mutual, as the survving company, under the 1933 Act

and 1940 Act.

reflect the post-merger nature of Mass

Except for the succession of MassMutual to CML's obligations and liabilties arising under the then-outstanding CML Contracts, the Tranfers will not affect the provisions of, or rights and obligations under, the CML Contracts, nor will the Transfers affect the yalues

determned under the CML Contracts. No payments will be required or charges imposed

under the CML Contracts in connection with, or by virtue of, the Transfers that would not

?d MassMutual and CML do not intend to fie a proxy statement with the Commsion

in connection with the solicitation of votes on the Merger proposal in reliance on

opinon of counel that Section 14(a) under the Securities Exchange Act of 1934, as

amended (the "1934 Act"), and the rules thereunder, and Section 20(a) of the 1940

Act and the rules thereunder (al such requirements collectively referred to herein i; as the "Proxy Rules"), which apply to the solicitations of proxies "in respect of any secuty" issued' by a registered investment company, do not apply in these circumstaces, because: (i) the solicitation will not be in respect of securities, but rather, in respect of insurance contracts; and (ii) the solicitation of the votes of the MassMutual Contractowners and the CML Contractowners will be effected solely because of, and in full compliance with, the requirements of Massachusetts and

Connecticut state inurance law. See infra note 15 and accompanying text.

JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire

otheiwe be required or imposed.V Finaly, the succession of Mass Mutual to CML as the inurance company co-issuig the CML Contract will not dilute or otheiwse adversely afect the economic interests of the CML Contractowners. Mer the Tranfers, MassMutual intends to accept additional payments under the traferred CML Contracts outstanding at the tie the Tranfers are effected, and to contiue offerig new contract through the CML Accounts identica to the CML Contract cuently being offered, but for the change in depositor and certain changes in the underlyig investment options. Payments so accepted and new contract so offered will be covered by the new registration statements to be filed with the Commssion under the 1933 Act in connection with the Tranfers. Mass Mutual in the future may file other registration statements with the Commsion to register other varable contracts to be offered to the public and issued through the CML Accounts or other separate accounts. It is contemplated that, immediately following the Merger, there will be no change in any of the entities servng as the respective pnncipal underwter of the variable contracts issued by Mass Mutual, MML Bay State, and C.M. Life. Finally, as noted above, subject to state insurance department regulatory approvals and certai other conditions, it is anticipated that, following the Merger, MML Bay State wi redomesticate from the State of Missoun to the State of Connecticut and the business operations of MML Bay State and C.M. Life will be consolidated, though it is not anticipated that this redomestication would result in any change in the corporate entity of MML Bay State. It is not currently anticipated that either MML Bay State or C.M, Life will be restrcted or combined at the time of the Merger or thereafter. Separate accounts of MM Bay State and of C.M. Life will remain intact after the Merger. Immediately after the Merger, both MML Bay State and C.M. lie will continue to serve as the depositor in connection with the vanable contracts issued through the separate accounts of these respective insurers. B. The Inteeration of the CML Funds Into the MassMutual Complex

The CML Funds cuently consist of nine portfolios: the Money Market, Income, Governent Secunties, International, Growth, Total Return LifeSpan Diversified Income, lieSpan Balanced, and LifeSpan Capital Appreciation portfolios. With the goal of achieving economies of scale and avoiding unnecessary overlapping portfolios, steps will be 2/ Because the Tranfers would be effected as of the end of a valuation period under

the CML Contracts, certai payments or deductions for charges may be required to be made dunng that penod under the term of the CML Contracts. '.

JORDEN BURT BERENSON & JOHNSON LLP

taken to integrate certai CML Funds into the MassMutual Funds coincident to or shortly afer the Merger.

To accomplish this integration, CML intends to file in the near future an application for an order of the Commsion: (i) under Section 26(b) of the 1940 Act permtting the substitutions of shares of the Money Market, Income, and Governent Securities portfolios of the CML Funds with shares of corresponding portfolios of the Mass Mutual Funds which are managed by OMC (the "Substitutions"); and, if necessar, (ii) under Sections 6(c) and 17(b) of the 1940 Act to the extent that the Substitutions may involve transactions

prohibited by Section 17(a) of the 1940 Act. The International, Growth, Total Return LifeSpan Diversified Income, LieSpan Balanced, and LifeSpan Capital Appreciation portfolios of the CML Funds will continue in their current form, but will be advised by OMC following the Merger.W 1J Prior to the Effective Date of the Merger, the CML Funds will solicit pursuant to a proxy statement on Schedule 14A (the "Proxy Statement") the proxies of the shareholders of each of the International, Growth, Total Return LifeSpan Diversified Income, LieSpan Balanced, and LifeSpan Capital Appreciation portfolios of the CML Funds, as well as the Money Market, Income, and Government Securities portfolios of the CML Funds (in the event that the Merger becomes effective prior to the receipt by CML of the Substitution orders), at special meetings of the shareholders of these CML Funds to approve new investment advisory agreements between these CML Funds and OMC, pursuant to Sections 15(a) and 15(c) of the 1940 Act, to elect new directors, and to ratify new accountants. If the Merger is riot consumted, the Board of Directors of these CML Fund portfolios has determned that the existing investment advisory agreements between the CML Funds and G.R. Phelps will continue in effect and G.R. Phelps will continue to serve as the investment adviser to each CML Fund portfolio, notwthstanding an afative vote

by CML Fund shareholders on this proposal. If the new investment advisory agreement between a CML Fund portfolio and OMC is not approved by the shareholders of the CML Fund portfolio and the Merger is consummated, the exiting investment advisory agreement will termnate with respect to that CML Fund portolio and no person will then serve as the investment adviser to that CML Fund portfolio. In such event, the CML Fund Board of Directors will determne what fuer acton should be taken with respect to that portfolio. Such acton may

include the appointment of OMC or another advisory organition to serve as the investment adviser on an interim basis. (continued.. )

JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire

III. ~AJirSIS

A. Introduction

As dicussed more fuy below, it is our view, with regard to the proposed Merger (includig the proposed Tranfers of the CML Accounts from CML to MassMutual and the proposed Substitutions), that: (i) Section 8 of the 1940 Act is inapplicable to the Merger; (ii) Secton 11 of the 1940 Act is inapplicable to the Merger, but if Section 11 is viewed as applicable to the Merger tranactions, the tranactions would comply with the conditions of Secton l1(a) of the 1940 Act, and Rule lla-2 thereunder; and (Hi) any and all exemptive

relief and no-action ass:urance obtaied before the Merger by CML and/or the CML Accounts under the Federal secunties laws with respect to the CML Accounts and the CML Contract may continue to be relied upon by Mass Mutual, the transferred CML Accounts, and the principal underwter of the transferred CML Accounts after the Merger without "any need for the filig of an amended or new exemptive application or no-action request with the Commssion or its staf. In support of our views, we note that the staff has responded favorably to a no-action request seekig simlar relief from the provisions of the 1940 Act noted above for a

reorgantion concernng mutual life insurance companes.!! Other than the proposed Substitutions, the proposed Merger also is analytically the same as other reorganzations that have been the subject of numerous previous no-action requests, seeking relief from the provisions of the 1940 Act noted above, to which the staf responded favorably and which deal with stock life insurance companies involved in mergers where one or both of such companes issued variable insurance products.il Subject to certain conditions as W (...continued) " These solicitations with respect to the approval of the new investment advisory agreements between OMC and the CML Funds, as distinct from the solicitation of votes of CML Contractowners with respect to the Merger itself, will fall within the statutory parameters of Section 20(a) of the 1940 Act and, therefore, CML will fie a proxy statement with the Commsion in connection with these solicitations of votes. il ~ Phoeni Mutual Life Ins. Co., et al. (pub. avail. Apr. 13, 1992). ri ~ ~ Intramerica Life Ins. Co. (pub. avaiL. Oct. 29. 1992); Security First Life Ins.

Co. (pub. avaiL. Jan. 17, 1992); The Great-West Lie Assurance Co. (pub. avaiL. Dec. 27, 1991); Caornia-Western States Life Ins. Co. (pub. avaiL. Dec. 9, 1991); UNM Lie In. Co. (pub. avaiL. Oct. 24, 1991); Merrll Lynch Life Ins. Co. (pub. avaiL. Sept.

(continued..)
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JORDEN BURT BERENSON & JOHNSON LLP

outled in these letters, the staf has generaly granted relief from Sections 8 and 11 under the 1940 Act for reorgantions concernng mutuå1 and stock life insurance companes, even

when the requests for such relief are factualy simlar but not identical. In connection with

the relief sought in this request, the pro'-osed Merger poses no different issues than those . present in these previous tranactions.Dl B. Setion 8 of the 1940 Act is Inapplicable

to the Transfers of the Separate Account

It is our view that the succession of Mass Mutual to the position of depositor for the tranferred CML Accounts as a result of the Merger will not result in the organization or

creation of any new investment company pursuant to Section 8 of the 1940 Act, and, therefore, can and should, be effected through the amendment of the existing registration statements of the tranferred CML Accounts under the 1940 Act prior to the Merger which reflect Mass Mutual as the depositor of the CML Accounts and the transfer of contractual obligations and liabilties from CML to Mass Mutual as of the Effective Date. This procedure will not necessitate the fiing of new notifcations of registration and registration statements for the tranferred CML Account pursuant to Section 8 of the 1940 Act. The proposed Merger would cause a change in the depositor of the tranferred CML Accounts, which would involve a change in the issuer of the CML Contracts. The resulting change in the depositor due to the intact tranfers of the CML Accounts, however, would not change the strcte or operations of the CML Accounts or the relationship of the CML Accounts

to the insurance company issuing the CML Contracts or to the CML Contractowners. The CML Accounts would continue to be treated as separate entities for all relevant purposes, including financial reporting. Mass Mutual and the CML Accounts, accordingly, will amend the exiting registration statements for the tranferred CML Accounts under the 1940 Act on or as soon as practicable after the Effective Date, as discussed above.

W (...continued) .

26, 1991); Allegiance I1fe Ins. Co. (pub. avaiL. July 31, 1990); Mass Lie In. Co. of New York, et al. (pub. avai. Nov. 14, 1989); Anchor National Lie Ins. ço. (pub. avai. Nov. 8, 1989); I1ncoln National Pension Ins. Co. (pub. avaiL. Dec. 29, 1988); Provident Mutual I1fe Ins. Co. of Philadelphia (pub. avaiL. Feb. 2, 1987); America General Lie In. Co. of Delaware (pub. avaiL. Mar. 13, 1986); and Voyager Ufe Ins. Co. (pub. avaiL. Jan. 10, 1986). l' ~ mi notes 11-12. ~ ID Harord Lie Ins. Co., et al. (pub. avaiL. Februar 16, 1988); Jefferson Standard Lie Ins. Co. (pub. avaiL. Jan. 20, 1987); Jefferson National Lie Ins. Co. (pub. avaiL. Sept. 9, 1986). .. '.

JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire

With respect to regitration statements under the 1933 Act, we believe that the regitration statements for the tranferred CML Contract issued through each CML Account, as a separate account of MassMutual, need to be in effect under the 1933 Act ta cover any securities issued in connection with or afer the Tranfers. As noted above, in

connecton with effectig the Tranfers, MassMutual and the CML Accounts would fie new regitration statements with the Commssion under the 1933 Act for the tranferred CML Contract, which registration statements would be requested to be declared effective in conjuncton with the Tranfers. The new registration statements would reflect MassMutual's assumption of CMLs contractual obligations and liabilties with respect to the Contracts pursuant to the Tranfers. Because the Tranfers are to be made in connection with the Merger of CML into Mass Mutual, the registration statements also would include appropriate financial inormation reflecting the Merger. The prospectus included therein would be sent to owners of CML Contracts outstanding at the time the Tranfers are effected. Prior to the effective date of the Tranfers, owners of outstanding CML Contracts would have received disclosure from CML informng the owners of the proposed Transfers and Substitutions and any related tranactions expected to be effected in connection therewith.

c. Setion 11 of the 1940 Act is Inapplicable

to the Trnsfers of the Seiiarate Account

It is alo our view that the Merger, including the Tranfers and any related

tranactions, would not involve an offer of exchange of securities, namely the CML Contracts, issued by an investment company for any other security of an investment company for purposes of Section 11 of the 1940 Act. However, should these transactions be viewed as an offer of an exchange of investment company securities within the meaning of Section 11 of the 1940 Act, we believe that the transactions would comply with the conditions of Secton l1(a) of the 1940 Act, and Rule 11a-2 thereunder. Thus, Commssion approval should not be required under Section 11 of the 1940 Act in connection with effecting the Merger, including the Tranfers and any related tranactions. Simar to the facts in previously-issued no-action letters,W the term of the Merger Agreement wil not result in any change to the CML Contracts, except that by operation of law the identity of the sponsor/depositor will be different. These previously-

issued no-action letters involve circumstances substantially similar to those presented above:
two inurance companies merging with one or both of the companes having varable

contract outstanding. Each of the previously-issued no-action letters indicates that, just as W See supra notes 11-13. '.

i JORDEN BURT BERENSON & JOHNSON LLP

November 27, 1995 '

in th case, the assets and liabilties which compried the funding separate account after the

merger remaied intact and were legally segregated from the other business of the surving

lie inurance company. In this cae, the assets in each of the tranferred CML Accounts

would not be combined with those of any other separate account or other entity. The

tranferred CML Contracts would continue to provide Contractowners with the same rights

and benefits afer the proposed Merger as before, including surender rights, loan privileges, anuity options and death benefits. In addition, the CML Contract would continue to be funded by the tranferred CML Accounts (albeit under a new name). The financial history of the tranferred CML Accounts continues to be relevant, and, with the exception of the

assumption of liabilties by MassMutual (which would be reflected by filing an amendment

to each regitration statement of a tranferring CML Account under the 1940 Act), the CML Contract would be unchanged. Furthermore, the assumption of the insurance guarantees

under the CML Contract by MassMutual by operation of state law would not afect those

aspects of the contract that caused them to be treated as securities (i&, the variable nature

of the benefits under the CML Contracts).W

D. Exemptive Relief and No-Action Assurance

Previously Granted Should Be Continued
We believe that the exemptions and no-action assurances under the Federal securities

laws that CML the CML Accounts, and the underwter for the CML Contracts issued from

such CML Accounts previously have received at varous times from the CommssionW 12 The Tranfers would affect only the insurance aspects of the CML Contracts (i.e" the insurance company guaranteeing the death benefit and certain other contractual rights), and would not affect those aspects that cause the CML Contracts to be treated as securities (~, the cash surrender value and investment options available through the transferred CML Accounts). The proposed changes in investment options, whie occurrng contemporaneous with the Tranfers, are not legally par of the Tranfers and, as discussed above, wi be subject to the review processes

involved in the application process. See also supra note 8 and accompanyig text. W See Connecticut Mutual Lie In. Co., et al., Inv. Co. Act ReI. No. 14602, June 26, $. 1985 (Order), Inv. Co. Act ReI. No. 14542, May 28, 1985 (Notice) (File No. 812 6083); Connecticut Mutual Life Ins. Co., et al., Inv. Co. Act ReI. No. 13263, May 23, 1983 (Order), Inv. Co. Act ReI. No. 13091, March 11, 1983 (Notice) (File No. 812 5446); Connecticut Mutual Life Ins. Co., et al., Inv. Co. Act ReI. No. 12664, Sept. 16, 1982 (Order), Inv. Co. Act ReI. No. 12610, 'Aug. 20, 1982 (Notice) (File No. 812 5214); Connectcut Mutual Life Ins. Co., et al., Inv. Co. Act ReI. No. 12164, Jan. 15, (continued..)

.
. JORDEN BURT BERENSON & JOHNSON 'LLP
Brenda D. Sneed, Esquire

should contiue to be applicable to MassMutual the tranferred CML Accounts, and the pricipal underwter for the CML Accounts afer the Effectve Date, to the extent that these exemptions and no-acton assurances would continue to be relied upon, without the fing with the Commsion or its staf of amended or new applications for the same exemptions or no-action request for the same assurances.il The contiued applicabilty of these exemptions and no-acton assurances is appropriate because the proposed Merger, practcay speakg, would not change either the structue or operations of the CML Accounts, nor the relationship of the CML Accounts to their depositor or to the CML Contractowners. The only resultiiig change would be the succession of MassMutual to CML as the co-issuer and guarantor of the CML Contracts and the depositor for the CML Accounts. In our view, such a succession would have no impact upon, and would not be relevant to, the exemptions or assurances that were previously granted or provided, or the justifications offered therefor.W 12 (..continued)

1982 (Order), Inv. Co. Act ReI. No, 12100, Dec. 10, 1981 (Notice) (File No. 812 4934); Connecticut Mutual Life Ins. Co., et aI., Inv. Co. Act ReI. No. 9604, Jan. 12, 1977 (Order), Inv. Co. Act ReI. No. 9572, Dec. 15, 1976 (Notice) (File No. 812-4039); Connecticut Mutual Life Ins. Co., et aI., Investment Advisors Act Release No. 461, June 5, 1975 (Order), Inv. Adv. Act ReI. No. 459, May 7, 1975 (Notice) (File No. 803-1); Connecticut Mutual Life Ins. Co., et al., Inv. Co. Act ReI. No. 8998, Oct. 21, 1975 (Order), Inv. Co. Act ReI. No. 8952, Sept. 24, 1975 (Notice) (File No. 812 3857); Connecticut Mutual Life Ins. Co., et aI., Inv. Co. Act ReI. No. 5877, Nov. 12, 1969 (Order), Inv. Co. Act ReI. No. 5859, Oct. 27, 1969 (Notice) (Admin. Proc. File Nos. 3-2199, 812-2585); and Connecticut Mutual Life Ins. Co., et aI., Inv. Co. Act ReI. No. 5645, Apr. 1, 1969 (Order), Inv. Co. Act ReI. No. 5627, Mar. 10, 1969

(Notice) (Admin. Proc. File Nos. 3-1901, 3-1902, 812-2397, 812-2401); Connecticut

Mutual lie Ins. Co. (pub. avaiL. June 2, 1976); Connecticut Mutual Life Ins. Co.

(pub. avaiL. Mar. 7, 1990). See also Connecticut Mutual Financial Services Series Fund I, Inc., et al., Inv. Co. Act ReI. No. 20514, Aug. 31, 1994 (Order), Inv. Co. Act ReI. No. 2040, Aug. 3, 1994 (Notice) (File No. 812-89361); Connecticut Mutual

Fincial Servces, Inc. (pub. avaiL. Nov. 25, 1985).

l1 Subsequent to the granting of such orders, the Commssion adopted several

exemptive rules which may provide some, but not all, of the relief granted in these orders. W The Commsion staf took a favorable position on this issue in the Phoeni Mutual lie, California-Western UNUM lie, Merrll Lynch, Lincoln National, Hartford

life, Jefferson National, and Voyager no-action letters cited above. See, ~ s.

notes 11-13.

. .
. JORDEN BURT BERENSON & JOHNSON LLP

Brenda D. Sneed, Esquire

IV. NO-AClON REQUEST

In view of these cicutances, we respectflly request that the staf issue a letter statig that the staf will not recommend that the Commsion take any enforcement acton agait MassMutual or CML in connection with the proposed Merger, including the Trafers and any related tranactions, described herein with respect to Sections 8 and 11 of the 1940 Act. In addition, we request that the staf furter indicate in this letter that the sta would not recommend that the Commssion take any action if: (i) the change in the depositor for tJe tranferred CML Accounts as a result of the Merger is effected through the fig of amendments to the registration statements for the tranferred CML Accounts

under the 1940 Act; and (ii) new registration statements for the transferred CML Contract under the 1933 Act are fied by Mass Mutual and the transferred CML Accounts to cover any secuties issued in connection with the CML Contract or after the Merger is effected. Finay, we request the Stafs concurrence in our view that the exemptive orders and no￾acton letters cited herein, to the extent that these exemptive orders and no-action letters

contiue to be relied upon, would continue to be applicable after the Effective Date, in the maner described above, to the tranferred CML Accounts, to the principal underwiter for the transferred CML Accounts, and to the new depositor, MassMutual, of the transferred CML Accounts, without the filing with the Commssion or the staff of amended or new applications' for the same exemptions or no-action requests for the same assurances. H you have any questions or require further information with respect to this matter, please ca me at (202) 965-8140 or my colleague James Berntein at (202) 965-8175. Sincerely, ~~ Michael Berenson cc: Mark C. Amorosi, Esq.

Stephen L Kuhn, Esq.

Richard M. Howe, Esq.
James Rodolak, Esq.
Bernard S. Caey, Esq.
Michael Chong, Esq.

Stephen E. Roth, Esq.

David S. Goldstein, Esq.

Kiberly J. Smith, Esq.

James Berntein, Esq.

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FEB! 15 1996

. -- ' PUBLIC
Our Reference No, IP-2-96

Massachusetts Mutual Life Ins, Co,
REPONSE OF THE OFFICE OF Connecticut Mutual Life Ins, Co, INSURCE PRODUCTS File Nos. 811-3215, 811-1733, DIVISION OF INVESTMENT MANAGEMENT 811-1918. 811-2587. 811-8514 By letters dated February 1, 1996, and Noyember 27, 1995, you seek assurace that the staff of the Division of Investment Management wil not recommend enforcement action to the Commission under Sections 8 and 11 of the Investment Company Act of 1940 (the "1940 Act") against Massachusetts Mutual Life Insurance Company ("MassMutual") and Connecticut Mutual Life Insurance Company ("CML") if a proposed merger of MassMutual and CML is consummated as described in your letter, You also request assurance that the staff wil not recommend enforcement action to the Commission if, following the merger, MassMutual, the transferred separate accounts of CML, and the new underwriter for the variable contracts of CML continue to rely on exemptive orders for relief from various provisions of the 1940 Act and no-action assurances under the federal securities laws granted previously to CML, its separate accounts (the "CML Accounts"), and/or the underwriter for the variable contracts issued by the CML separate accounts (the "CML Contracts"), You further request assurance that the staff wil not recommend enforcement action to the Commission if: (i) the change in the depositor for the transferred CML Accounts as a result of the merger is effected through the fiing of amendments to the registration statements for the transferred CML Accounts under the 1940 Act; and (ii) new registration statements under the 1933 Act are fied by MassMutual and the transferred CML Accounts to register interests in the CML Contracts, You stated that MassMutual and CML are mutual life insurance companies that issue variable annuity and variable life insurance contracts through separate accounts organied as unit investment tnists and registered as investment companies under the 1940 Act. The variable annuity contracts and variable life insurance contracts are registered as securities under the Securities Act of 1933 (the "1933 Act"), In your letter, you explained that MassMutual and CML have entered into an agreement and plan of merger ("Merger Agreement"), The Merger Agreement provides that CML wil be merged into MassMutual, with MassMutual as the surviving entity, 1/ You stated that the various separate accounts of 1/ In your letter of November 27, 1995, you stated that the CML Accounts consist of

divisions, each of which invests exclusively in shares of a corresponding portfolio of an open-end, diversified management investment company registered under the 1940 Act (the "CML Funds"), You stated that, contemporaneous with the proposed merger, CML and MassMutual, in an effort to achieve certin economies of scale and to avoid unnecessar overlapping portfolios, wil tae steps to substitute shares of certain portfolios of the MML Series Investment Fund and/or the Oppenheimer Variable Account Funds (the "MassMutual Funds"), which serve as the investment vehicles for the variable contracts issued by MassMutual, for shares of cert CML Funds, You stated that, to accomplish this substitution, CML intends to file an application for an order of the Commission: (i) under Section 26(b) of the 1940 Act permitting the substitutions of shares of certin CML Funds with shares of corresponding portfolios of the MassMutual Funds (the "Substitutions"); and, if necessary, (ii) under Sections 6( c) and 17 (b) of the 1940 Act, to the extent that the Substitutions

may involve affilated transactions subject to Section 17(a) of the 1940 Act.

MassMutual and CML are not paries to the Merger Agreement, which was entered into at the life insurance company leveL. You stated that since MassMutual and CML are mutual lie insurace companes,

applicable state insurace law requires that cert contract owners approve the proposed merger, You indicated that MassMutual and CML, in consultation with the insurace departments of Connecticut and Massachusetts, were in the process of determing which contract owners were entitled to vote on the proposed merger, You indicated further that such a solicitation of contract owners would be in accordance with applicable state insurace law, You further stated that neither MassMutual nor CML intend to rue a proxy statement with the Commission in connection with the solicitation of votes on the proposed merger in reliance on an opinon of counsel that Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and Section 20(a) of the 1940 Act, and the rules thereunder, do not apply under these circumstances.

Based on the facts and representations contained in your letter, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission under Sections 8 and 11 of the 1940 Act if MassMutual and CML merge, as proposed, Further, we would not recommend enforcement action to the Commission if MassMutual, the transferred CML Accounts, and/or the new pricipal underwriter for the CML Contracts continue to rely on the exemptive orders and no-action assurances granted previously to CML, the CML Accounts, and/or the underwriter for the CML Contracts, Finally, we would not recommend enforcement action to the Commission if: (i) the change in the depositor for the transferred CML Accounts as a result of the merger is effected through the fiing of amendments to the registration statements for the transferred CML Accounts under the 1940 Act; and (ii) new registration statements under the .1933 Act are fied by MassMutual and the transferred CML Accounts to register interests in the CML Contracts, Our position is conditioned upon your representations that: (1) a new registration statement under the 1933 Act for each of the CML Contracts wil be fied to ensure that the new registration statement wil become effective on or immediately following the effective date of the merger; (2) no new sales of the CML Contracts wil be made and no additional purchase payments under CML Contracts sold before the merger wil be accepted during any interi period of time between the consummation of the merger and such time as the new

registration statements under the 1933 Act are declared effective; (3) post-effective amendments under the 1940 Act wil be fied to reflect the change of depositor of the CML Accounts; (4) the owners of the CML Contracts wil receive a prospectus that reflects MassMutual's sponsorship of the transferred CML Accounts and that contas appropriate disclosure concerning proposed changes in the underlying investment options as discussed in your letter, but which retains the historical financial inormation of the CML Accounts; and (5) a supplement to the prospectus of each of the currently registered MassMutual varable contracts wil be fied by MassMutual to reflect the post-merger nature of MassMutual, as the surviving company, under the 1933 Act and 1940 Act. You should note that facts or representations different from those presented in your l:~ dirent conclnsion.

Attorney
2