Massachusetts Mutual Variable Life Separate Account I
11/22/2024 | Press release | Distributed by Public on 11/22/2024 12:35
Post Effective Amendment to Registration Statement by Investment Company Form 485BPOS
2023-10-05Apex_MM_Prospectus
As filed with the Securities and Exchange Commission on November 22, 2024
Registration Statement File No. 333-229670
Registration Statement File No. 811-08075
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 11
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒ Amendment No. 273
(Check appropriate box or boxes.)
Massachusetts Mutual Variable Life Separate Account I
(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) of Rule 485 |
| ☒ | on November 25, 2024pursuant to paragraph (b) of Rule 485 |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) of Rule 485 |
| ☐ | on __________ pursuant to paragraph (a)(1) of Rule 485 |
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 Apex VUL®, an individual, flexible premium, adjustable, variable life insurance policy.
PARTS A and B
The Prospectus, dated April 29, 2024, as supplemented, and the Statement of Additional Information, dated April 29, 2024, are incorporated into Parts A and B of this Post-Effective Amendment No. 11 by reference to Registrant's filing under Rule 485(b) as filed on April 25, 2024.
A supplement dated November 25, 2024 to the Prospectus is included in Part A of this Post-Effective Amendment No. 11.
Supplement dated November 25, 2024
to the Prospectus, Initial Summary Prospectus, and Updating Summary Prospectus, each dated April 29, 2024,
as supplemented, for:
Apex VUL®
On or prior to April 19, 2024, issued by Massachusetts Mutual Life Insurance Company in all states.
After April 19, 2024, issued by Massachusetts Mutual Life Insurance Company in California and New York.
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THIS SUPPLEMENT MUST BE READ IN CONJUNCTION WITH YOUR PROSPECTUS. |
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PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. |
This supplement revises the above-referenced prospectuses ("Prospectuses") to reflect updates to the investment choices available through your policy. These changes are effective November 25, 2024.
Addition of New Funds
Beginning November 25, 2024, the following funds will be available as investment choices only for those policies issued after April 19, 2024. The information in the table below is added to Appendix A of the Prospectuses. For more information about the new funds, please read each fund prospectus.
| Fund Type | Fund and Adviser/Sub-Adviser | Current Expenses (expenses/ average assets) | Average Annual Total Returns | ||
| (as of 12/31/2023) | |||||
| 1 Year | 5 Year | 10 Year | |||
| Large Cap Value |
American Funds Insurance Series® Washington Mutual Investors Fund (Class 2) (10) Adviser: Capital Research and Management CompanySM Sub-Adviser: N/A |
0.52% (*) | 17.29% | 12.60% | 9.91% |
| Large Cap Blend |
Columbia Variable Portfolio - Contrarian Core Fund (Class 1) (10) Adviser: Columbia Management Investment Advisers, LLC Sub-Adviser: N/A |
0.70% (*) | 32.18% | 16.83% | 11.82% |
| Large Cap Growth |
Macquarie VIP Growth Series (Service) (10) Adviser: Delaware Management Company Sub-Adviser: Macquarie Investment Management Global Limited |
1.00% (*) |
37.92% | 18.41% | 14.09% |
| Small/Mid-Cap Growth |
Janus Henderson Enterprise Portfolio (Institutional) (10) Adviser: Janus Henderson Investors US LLC Sub-Adviser: N/A |
0.72% (*) |
18.07% | 13.42% | 12.10% |
| International / Global |
American Funds Insurance Series® Global Small Capitalization Fund (Class 2) (10) Adviser: Capital Research and Management CompanySM Sub-Adviser: N/A |
0.91% (*) | 16.17% | 8.31% | 5.78% |
| International / Global |
American Funds Insurance Series® New World Fund® (Class 2) (10) Adviser: Capital Research and Management CompanySM Sub-Adviser: N/A |
0.82% (*) | 16.00% | 8.64% | 4.69% |
| International / Global |
Janus Henderson Overseas Portfolio (Institutional) (10) Adviser: Janus Henderson Investors US LLC Sub-Adviser: N/A |
0.89% (*) | 10.87% | 11.20% | 3.63% |
(10) This fund is available as an investment option only for policies issued after April 19, 2024.
(*) These Funds and their investment advisers have entered into contractual fee waivers or expense reimbursements. These temporary fee reductions are reflected in their current expenses. Those contractual arrangements are designed to reduce the Fund's total current expenses for Owners and will continue past the current year.
If you have questions about this supplement, or other product questions, you may contact your registered representative, visit us online at www.massmutual.com/contact-us, or call our Customer Service Center at (800) 272-2216, 8 a.m.-8 p.m. Eastern Time.
For more information about the funds, read each fund prospectus. Prospectuses are available on our website at www.MassMutual.com.
| page 1 of 1 | PS24-8 |
PART C
OTHER INFORMATION
Item 30. Exhibits
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d. |
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e. |
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f. |
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Exhibit (i) |
Not Applicable. |
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Exhibit (j) |
Not Applicable. |
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Exhibit (k) |
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Exhibit (l) |
Not Applicable. |
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Exhibit (m) |
Not Applicable. |
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Exhibit (n) |
i. |
Auditor Consents: |
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Company Financial Statements |
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Separate Account Financial Statements |
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ii. |
a. |
Powers of Attorney for: |
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Roger W. Crandall
Mark T. Bertolini
Kathleen A. Corbet
James H. DeGraffenreidt, Jr.
Isabella D. Goren
Bernard A. Harris, Jr.
Michelle K. Lee
Jeffrey H. Leiden
Laura J. Sen
William T. Spitz
H. Todd Stitzer
Elizabeth A. Ward |
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b. |
Power of Attorney for Keith McDonagh |
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iii. |
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Exhibit (o) |
Not Applicable. |
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Exhibit (p) |
Not Applicable. |
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Exhibit (q) |
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Exhibit (r) |
Not Applicable. |
Item 31. Directors and Officers of the Depositor
Directors of Massachusetts Mutual Life Insurance Company
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Roger W. Crandall, Director, |
Kathleen A. Corbet, Director |
Isabella D. Goren, Director |
Principal Officers of Massachusetts Mutual Life Insurance Company
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Roger W. Crandall, President and Chief Executive Officer 1295 State Street Springfield, MA 01111 |
Eric Partlan, Chief Investment Officer 1295 State Street Springfield, MA 01111 |
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Julieta Sinisgalli, Treasurer 1295 State Street Springfield, MA 01111 |
John Rugel, Head of Operations 1295 State Street Springfield, MA 01111 |
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Michael J. O'Connor, General Counsel 1295 State Street Springfield, MA 01111 |
Susan Cicco, Head of Human Resources & Employee Experience 1295 State Street Springfield, MA 01111 |
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Elizabeth A. Ward, Chief Financial Officer 1295 State Street Springfield, MA 01111 |
Sears Merritt, Head of Technology & Experience 1295 State Street Springfield, MA 01111 |
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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 |
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Paul LaPiana, Head of Brand, Product and Affiliated Distribution 1295 State Street Springfield, MA 01111 |
Akintokunbo Akinbajo, Corporate Secretary 1295 State Street Springfield, MA 01111 |
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Keith McDonagh, Corporate Controller 10 Fan Pier Boulevard Boston, MA 02210 |
Item 32. Persons Controlled by or Under Common Control with the Depositor or the Registrant
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
ORGANIZATIONAL SUMMARY
As of 9-30-24
I. DIRECT SUBSIDIARIES OF MASSMUTUAL - MassMutual is the sole owner of each subsidiary unless otherwise indicated.
A. C.M. Life Insurance Company (May 11, 1981), a Connecticut corporation.
1. MML Bay State Life Insurance Company (April 1, 1935), a Connecticut corporation.
2. CML Mezzanine Investor III, LLC (May 17, 2010), a Delaware limited liability company.
3. CML Special Situations Investor LLC (November 17, 2014), a Delaware limited liability company.
4. CM Life Mortgage Lending LLC (March 16, 2023), a Delaware limited liability company.
B. MML Distributors, LLC (November 10, 1994), a Connecticut limited liability company (MassMutual - 99% and MassMutual Holding LLC - 1%).
C. MassMutual Holding LLC (November 30, 1984), a Delaware limited liability company.
MassMutual Holding LLC is the sole owner of each subsidiary or affiliate unless otherwise indicated.
1. MML Investors Services, LLC (December 31, 1981), a Massachusetts limited liability company.
a) MML Insurance Agency, LLC (November 16, 1990), a Massachusetts limited liability company.
b) MMLISI Financial Alliances, LLC (June 27, 2001), a Delaware limited liability company.
2. MassMutual Assignment Company (October 4, 2000), a North Carolina corporation.
3. MassMutual Capital Partners LLC (September 20, 2006), a Delaware single-member limited liability company. MassMutual Holding LLC is the sole member.
4. LifeScore Labs, LLC (previously, Society of Grownups, LLC) (April 15, 2014), a Massachusetts limited liability company.
5. MassMutual Ventures Holding LLC (March 26, 2018), a Delaware limited liability company.
a) MassMutual Ventures US I LLC (formerly, MassMutual Ventures LLC) (June 10, 2014), a Delaware limited liability company.
b) MassMutual Ventures US II LLC (April 17, 2018), a Delaware limited liability company.
c) MassMutual Ventures US III LLC (May 21, 2020), a Delaware limited liability company.
d) MassMutual Ventures UK LLC (July 12, 2018), a Delaware limited liability company.
e) MassMutual Ventures Southeast Asia I LLC (September 25, 2018), a Delaware company.
f) MassMutual Ventures Southeast Asia II LLC (December 12, 2019), a Delaware limited liability company.
g) MassMutual Ventures Management LLC (April 4, 2018), a Delaware limited liability company.
i) MassMutual Ventures SEA Management Private Limited (June 20, 2018), a Singapore company.
(a) MMV UK/SEA Limited (May 23, 2023), a company established in England and Wales.
| (b) | MassMutual Ventures India Private Limited (January 10, 2024), an India company. |
6. Haven Life Insurance Agency, LLC (March 17, 2014), a Delaware limited liability company.
7. MM Rothesay Holdco US LLC (September 24, 2013), a Delaware limited liability company.
8. Fern Street LLC (April 11, 2013), a Delaware limited liability company.
9. Sleeper Street LLC (October 4, 2019), a Delaware limited liability company.
10. MM Catalyst Fund LLC (November 25, 2020), a Delaware limited liability company.
11. MM Catalyst Fund II LLC (February 6, 2023), a Delaware limited liability company.
12. MM Asset Management Holding LLC, a Delaware limited liability company.
a) Barings LLC (July 5, 1940), a Delaware limited liability company.
i) Barings Securities LLC (July 1, 1994), a Delaware limited liability company.
ii) Barings Guernsey Limited (February 20, 2001), a company organized under the laws of Guernsey.
(a) Barings Europe Limited (June 5, 2017), a company organized under the laws of England and Wales.
(i) Baring Asset Management Limited (April 6, 1994), a company incorporated under the laws of England and Wales.
(a) Baring Fund Managers Limited (October 29, 1968), a company incorporated under the laws of England and Wales.
(b) Baring International Investment Limited (June 7, 1979), a company incorporated under the laws of England and Wales.
(c) Baring Investment Services Limited (May 18, 1988), a company incorporated under the laws of England and Wales.
(d) Barings European Core Property Fund GP Sàrl (October 29, 2015), a special-purpose company organized in Luxembourg.
(e) Barings BME GP Sàrl (July 31, 2020), a company organized under the laws of England and Wales.
(f) Barings GPLF4(S) GP Sàrl (March 18, 2021), a company incorporated under the laws of Luxembourg.
(ii) Barings Italy S.r.l. (July 23, 2019), a company incorporated under the laws of Italy.
(iii) Barings Sweden AB (July 16, 2019), a company incorporated under the laws of Sweden.
(iv) Barings Asset Management Spain SL (October 13, 2019), a company incorporated under the laws of Spain.
(v) Barings Netherlands B.V. (December 5, 2019), a company incorporated under the laws of the Netherlands.
(vi) Barings GmbH (formerly Barings Real Estate GmbH) (January 8, 2014), a German limited liability company.
(vii) Barings (U.K.) Limited (January 4, 1995), a company organized under the laws of England and Wales.
(viii) Baring France SAS (July 24, 1997), a company incorporated under the laws of France.
(ix) Baring International Fund Managers (Ireland) Limited (July 16, 1990), a company incorporated under the laws of Ireland.
(x) Barings Switzerland Sàrl (December 18, 2013), a company established under the laws of Switzerland.
iii) Barings Real Estate Advisers, Inc. (May 11, 2004), a Delaware corporation.
iv) Barings Real Estate Acquisitions LLC (January 10, 2022), a Delaware limited liability company.
v) BMC Holdings DE LLC (March 29, 2013), a Delaware limited liability company.
vi) Barings Finance LLC (December 12, 2012), a Delaware limited liability company.
(a) BCF Europe Funding Limited (August 27, 2013), a company formed in the Republic of Ireland.
(b) BCF Senior Funding I LLC (August 28, 2013), a limited liability company formed under the laws of the State of Delaware.
(c) BCF Senior Funding I Designated Activity Company (January 20, 2016), a company formed in the Republic of Ireland.
vii) Baring Asset Management (Asia) Holdings Limited (June 7, 1985), a company organized in Hong Kong.
(a) Barings Japan Limited (January 13, 1986), a company organized in Japan that is registered as a Financial Business Operator (Registration No. 396-KLFB) for Type II Financial Instruments Business, Investment Advisory and Agency Business, and Investment Management Business with the Financial Services Agency in Japan under the Financial Instruments and Exchange Act (Act No. 25 of 1948).
(b) Baring International Fund Managers (Bermuda) Limited (September 13, 1988), a company incorporated under the laws of Bermuda.
(c) Baring SICE (Taiwan) Limited (March 15, 1990), a regulated company organized in Taiwan.
(d) Baring Asset Management (Asia) Limited (March 15, 1985), a company organized in Hong Kong.
(i) Baring Asset Management Korea Limited, a regulated Korean company.
(ii) Barings Investment Management (Shanghai) Limited (August 3, 2018), a company established under Chinese law.
(a) Barings Overseas Investment Fund Management (Shanghai) Limited (August 22, 2018).
(e) Barings Singapore Pte. Ltd. (November 16, 2020), a company established under the laws of Singapore.
(f) Barings Australia Holding Company Pty Ltd (October 12, 2009).
(i) Barings Australia Pty Ltd (October 16, 2009).
(g) Barings Singapore Pte. Ltd. (November 16, 2020), an operating company established under the laws of Singapore.
viii) Barings Australia Real Estate Holdings Pty Ltd (May 4, 2022), a private limited company established under the laws of Australia.
(a) Barings Australia Real Estate Pty Ltd (May 4, 2022), a private limited company established under the laws of Australia.
(i) Barings Australia Property Partners Holdings Pty Ltd (May 5, 2010), a company established under the laws of Australia.
ix) Barings Australia Structured Finance Holdings Pty Ltd (January 11, 2023), a private limited company established under the laws of Australia.
(a) Barings Australia Structured Finance Pty Ltd (January 11, 2023), a private limited company established under the laws of Australia.
(i) Gryphon Capital Partners Pty Ltd (January 2, 2014), a proprietary limited company established under the laws of Australia.
(a) Gryphon Capital Management Pty Ltd (February 28, 2014), a proprietary limited company established under the laws of Australia.
D. The MassMutual Trust Company (January 12, 2000), a federally chartered stock savings bank.
E. MML Private Placement Investment Company I, LLC (May 15, 2007), a Delaware limited liability company.
F. MML Private Equity Fund Investor LLC (December 6, 2006), a Delaware limited liability company.
G. MM Private Equity Intercontinental LLC (September 24, 2013), a Delaware limited liability company.
H. MSP-SC, LLC (August 4, 2009), a Delaware limited liability company.
I. MassMutual External Benefits Group LLC (September 23, 2010), a Delaware limited liability company.
J. Jefferies Finance LLC (July 26, 2004), a Delaware limited liability company. (MassMutual holds 50% voting ownership interest and Jefferies Financial Group Inc. holds 50% voting ownership interest.)
1. Apex Credit Holdings LLC (formerly known as Apex Credit Partners LLC, October 20, 2014), a Delaware limited liability company.
2. JFIN Co-Issuer Corporation (March 13, 2013), a Delaware corporation.
3. Jeffries MM Lending LLC (October 14, 2011), a Delaware limited liability company.
4. JFIN LC Fund LLC (February 1, 2016), a Delaware limited liability company.
5. JFIN Revolver Holdings LLC (January 23, 2018), a Delaware limited liability company.
6. JFIN Revolver Holdings II LLC (May 11, 2018), a Delaware limited liability company.
7. JFIN GP Adviser LLC (May 11, 2018), a Delaware limited liability company.
8. JFIN Europe GP, S.à.r.l. (December 18, 2015), a Luxembourg private limited liability company.
a) Jefferies Finance Europe, S.L.P. (July 20, 2020), an alternative investment fund.
b) Jefferies Finance Europe, SCSp (March 10, 2016), an alternative investment fund.
9. Jefferies Finance Business Credit LLC (August 7, 2013), a Delaware limited liability company.
a) JFIN Business Credit Fund I LLC (August 7, 2013), a Delaware limited liability company.
10. JFIN Funding 2021 LLC (November 5, 2021), a Delaware limited liability company.
11. Jefferies Private Credit BDC Inc. (January 14, 2020), a Maryland corporation.
12. JCP Funding 2024 LLC (March 12, 2024), a Delaware limited liability company.
13. JSPCS MM LLC (July 8, 2024), a Delaware limited liability company
14. Jefferies Credit Partners LLC (formerly known as JFIN Asset Management LLC) (June 8, 2020), a Delaware limited liability company.
a) JDLF GP (Europe) S.a.r.l. (November 4, 2022), incorporated and existing under the laws of Luxembourg.
b) Jefferies Credit Management LLC (December 8, 2022), a Delaware limited liability company.
c) Jefferies Direct Lending Europe SCSp SICAV-RAIF (December 9, 2022), incorporated and existing under the laws of Luxembourg.
d) Jefferies Credit Management LLC (December 8, 2022), a Delaware limited liability company.
i) JCM GP I LLC (October 6, 2023), a Delaware limited liability company.
ii) JCM H-2 Credit Fund GP LLC (May 15, 2024), a Delaware limited liability company.
e) JCP GP I LLC (October 12, 2023), a Delaware limited liability company.
f) JCP Direct Lending CLO 2022 LLC (November 1, 2021), a Delaware limited liability company.
g) JDLF II GP LLC (January 7, 2022), a Delaware limited liability company.
i) JDLF II GP LP (January 7, 2022), a Delaware partnership.
(a) Jefferies Direct Lending Fund II C LP (January 7, 2022), a Delaware partnership.
(i) Jefferies DLF 2 C Holdings LLC (March 28, 2022), a Delaware limited liability company
(a) Jefferies Direct Lending Fund II C SPE LLC (March 28, 2022), a Delaware limited liability company.
h) JDLF III GP LLC (January 30, 2024), a Delaware limited liability company.
i) JDLF III GP LP (January 30, 2024), a Delaware partnership.
(a) Jefferies Direct Lending Fund III C LP (January 30, 2024), a Delaware partnership.
i) JFAM GP LLC (April 13, 2017), a Delaware limited liability company.
i) JFAM GP LP (April 13, 2017), a Delaware partnership.
(a) Jefferies Direct Lending Fund C LP (November 25, 2019), a Delaware partnership.
(i) Jefferies DLF C Holdings LLC (February 11, 2020), a Delaware limited liability company.
(a) Jefferies Direct Lending Fund C SPE LLC (February 11, 2020), a Delaware limited liability company.
j) JCP Direct Lending CLO 2023-1 LLC (May 11, 2023), a Delaware limited liability company.
i) JCP Direct Lending CLO 2023 Ltd. (May 23, 2023), a Jersey Channel Islands private limited company.
k) Jefferies M Super Private Credit Fund GP LLC (March 19, 2024), a Delaware limited liability company.
15. Green SPE LLC (April 16, 2024), a Delaware limited liability company.
a) Apex Credit Partners LLC (formerly known as Apex Newco LLC) (July 15, 2021), a Delaware limited liability company.
i) Apex GP I LLC (December 21, 2023), a Delaware limited liability company.
(a) Apex Securitized Income Fund LP (December 22, 2023), a Delaware limited partnership
16. Jefferies Senior Lending LLC (April 26, 2021), a Delaware limited liability company.
17. JFIN Revolver SPE1 2022 LLC (March 9, 2022), a Delaware limited liability company.
18. JFIN Revolver SPE3 2022 LLC (August 31, 2022), a Delaware limited liability company.
19. JFIN Revolver SPE4 2022 LLC (August 31, 2022), a Delaware limited liability company.
20. JFIN Revolver SPE4 2022 Ltd. (August 31, 2022), a Cayman Islands company.
21. JCP Private Loan Management GP LLC (March 16, 2023), a Delaware limited liability company.
a) JCP Private Loan Management LP (March 16, 2023), a Delaware limited partnership.
K. Berkshire Way LLC (June 14, 2012), a Delaware limited liability company.
L. MML Strategic Distributors, LLC (June 7, 2013), a Delaware limited liability company.
M. MML Investment Advisers, LLC (September 24, 2013), a Delaware limited liability company.
N. Pioneers Gate LLC (October 27, 2014), a Delaware limited liability company.
O. MML Special Situations Investor LLC (November 17, 2014), a Delaware limited liability company.
P. Timberland Forest Holding LLC (October 12, 2015), a Delaware limited liability company. MassMutual's ownership is 37% and 63% is held by MassMutual Trad Private Equity LLC.
1. Lyme Adirondack Forest Company, LLC (April 4, 2006), a Delaware limited liability company.
a) Lyme Adirondack Timber Sales, LLC (December 16, 2016), a Delaware company. (Note: Lyme Adirondack Timber Sales, Inc. merged with and into this company effective December 31, 2016.)
b) Lyme Adirondack Timberlands I, LLC (August 16, 2006), a Delaware limited liability company.
c) Lyme Adirondack Timberlands II, LLC (August 16, 2006), a Delaware limited liability company.
Q. MassMutual International LLC (February 19, 1996), a Delaware limited liability company.
1. MassMutual Solutions LLC (June 20, 2019), a Delaware limited liability company.
a) Haven Technologies Asia Limited (July 9, 2019), a Hong Kong technology company (formerly, HarborTech (Asia) Limited).
R. Insurance Road LLC (May 3, 2017), a Delaware limited liability company.
1. MassMutual Intellectual Property LLC (May 3, 2017), a Delaware limited liability company.
2. MassMutual Trad Private Equity LLC (May 3, 2017), a Delaware limited liability company.
3. Trad Investments I LLC (September 11, 2018), a Delaware limited liability company.
S. MassMutual Mortgage Lending LLC (October 30, 2017), a Delaware limited liability company.
T. MM Copper Hill Road LLC (October 5, 2017), a Delaware limited liability company.
U. EM Opportunities LLC (January 16, 2018), a Delaware limited liability company.
V. MassMutual MCAM Insurance Company, Inc. (March 18, 2018), a Vermont captive insurance company.
W. CML Global Capabilities (December 2, 2019), a Delaware limited liability company.
X. MM Global Capabilities I LLC (December 2, 2019), a Delaware limited liability company.
1. MassMutual Global Business Services India LLP (December 23, 2019), a limited partnership domiciled in the Republic of India.
Y. MM Global Capabilities II LLC (December 2, 2019), a Delaware limited liability company.
1. MM Global Capabilities (Netherlands) B.V. (February 28, 2020), a company domiciled in the Netherlands (MM Global Capabilities I LLC and MM Global Capabilities II LLC are the partners of this company).
a) MassMutual Global Business Services Romania S.R.L. (March 31, 2020), a company domiciled in Romania.
Z. MM Global Capabilities III LLC (December 3, 2019), a Delaware limited liability company that serves as a limited partner and holds ownership shares in MassMutual Global Business Services India LLP.
AA. MM Investment Holding (September 21, 2020), a Cayman Islands company.
1. MML Management Corporation (October 14, 1968), a Massachusetts corporation.
a) MassMutual International Holding MSC, Inc. (January 31, 2001), a Massachusetts corporation.
b) MassMutual Holding MSC, Inc. (December 26, 1996), a Massachusetts corporation. This subsidiary qualifies as a "Massachusetts Security Corporation" under Chapter 63 of the Massachusetts General Laws.
2. MassMutual Asset Finance LLC (formerly known as Winmark Equipment Finance, LLC) (owned 99.61% by MM Investment Holding and 0.39% by C.M. Life Insurance Company).
a) MMAF Equipment Finance LLC 2017-B (October 30, 2017), a Delaware limited liability company.
b) MMAF Equipment Finance LLC 2019-A (February 20, 2019), a Delaware limited liability company.
c) MMAF Equipment Finance LLC 2019-B (August 23, 2019), a Delaware limited liability company.
d) MMAF Equipment Finance LLC 2020-A (May 27, 2020), a Delaware limited liability company.
e) MMAF Equipment Finance LLC 2020-B (August 24, 2020), a Delaware limited liability company.
f) MMAF Equipment Finance LLC 2021-A (April 12, 2021), a Delaware limited liability company.
g) MMAF Equipment Finance LLC 2022-A (February 24, 2022), a Delaware limited liability company.
h) MMAF Equipment Finance LLC 2022-B (September 26, 2022), a Delaware limited liability company.
i) MMAF Equipment Finance LLC 2023-A (June 14, 2023), a Delaware limited liability company.
j) MMAF Equipment Finance LLC 2024-A (November 28, 2023), a Delaware limited liability company.
3. MMIH Bond Holdings LLC (November 28, 2022), a Delaware limited liability company.
BB. MML CM LLC (November 10, 2020), a Delaware limited liability company.
1. Blueprint Income LLC (May 4, 2016), a New York limited liability company.
2. Flourish Holding Company LLC (February 14, 2022), a Delaware limited liability company.
a) Flourish Insurance Agency LLC (February 18, 2022), a Delaware limited liability company.
b) Flourish Financial LLC (November 3, 2017), a Delaware limited liability company.
c) Flourish Technologies LLC (May 11, 2021), a Delaware limited liability company.
d) Flourish Digital Assets LLC (May 11, 2021), a Delaware limited liability company.
CC. Glidepath Holdings Inc. (February 4, 2021), a Delaware corporation.
1. MassMutual Ascend Life Insurance Company (December 29, 1961), an Ohio corporation.
a) Annuity Investors Life Insurance Company (November 13, 1981), an Ohio corporation.
b) AAG Insurance Agency, LLC (December 6, 1994), a Kentucky corporation.
c) MM Ascend Life Investor Services, LLC (formerly Great American Advisors, LLC) (December 10, 1993), an Ohio corporation.
d) MM Ascend Mortgage Lending LLC (March 17, 2023), a Delaware limited liability company.
e) Manhattan National Holding Corporation (August 27, 2008), an Ohio corporation.
i) Manhattan National Life Insurance Company (May 21, 2014), an Ohio corporation.
DD. ITPS Holding LLC (May 18, 2021, a Delaware limited liability company.
1. HITPS LLC (May 24, 2021), a Delaware limited liability company.
EE. MM/Barings Multifamily TEBS 2020 LLC (April 2, 2020) a Delaware limited liability company that engages in bond and mortgage loan securitization transactions.
FF. MassMutual Ventures Europe/APAC I GP, LLC (September 28, 2022), a Delaware limited liability company.
1. MassMutual Ventures Europe/APAC I GP, L.P. (October 21, 2022), a Cayman Islands exempted limited partnership.
a) MassMutual Ventures Europe/APAC I, L.P. (October 21, 2022), a Cayman Islands exempted limited partnership.
i) MassMutual Ventures Southeast Asia III LLC (January 3, 2022), a Delaware limited liability company.
(a) MMV Digital I LLC (May 18, 2022)), a Cayman Islands company.
GG. MassMutual Ventures US IV GP, LLC (September 28, 2022), a Delaware limited liability company.
1. MassMutual Ventures US IV, L.P. (September 28, 2022), a Delaware limited partnership.
a) MassMutual Ventures US IV LLC (December 8, 2021), a Delaware limited liability company that will hold investments.
HH. MM Direct Private Investments Holding LLC (September 16, 2021), a Delaware limited liability company that acts act as a holding company.
1. MM Direct Private Investments UK Limited (September 27, 2021), a UK private limited company.
II. DPI-ACRES Capital LLC (September 16, 2022), a Delaware limited liability company.
JJ. MMV CTF I GP, LLC (January 30, 2023), a Delaware limited liability company.
1. MassMutual Ventures Climate Technology Fund I LP (January 30, 2023) a Delaware fund.
KK. DPI-ARES Mortgage Lending LLC (July 5, 2023) a Delaware limited liability company.
LL. Counterpointe Sustainable Advisors LLC (April 4, 2023), a Delaware limited liability company. MassMutual has a 75.76% ownership interest in this company.
1. CSA Incentive Holdco LLC (April 6, 2023), a Delaware limited liability company.
2. CSA Intermediate Holdco LLC (April 4, 2023), a Delaware limited liability company.
a) Counterpointe Trust Services LLC (October 14, 2020), a Delaware limited liability company.
b) CP PACE LLC (October 14, 2020), Delaware limited liability company.
i) Counterpointe Titling Trust (November 6, 2020), a Delaware statutory trust.
c) Counterpointe Energy Solutions II LLC (April 6, 2023), a Delaware limited liability company.
i) Counterpointe Energy Solutions (CA) II LLC (April 6, 2023), a Delaware limited liability company.
ii) Counterpointe Energy Solutions (IL) LLC (July 16, 2018), a Delaware limited liability company.
(a) Loop-Counterpointe PACE LLC (July 16, 2018), a Delaware limited liability company.
iii) Counterpointe Energy Solutions (FL) II LLC (October 2, 2023), a Delaware limited liability company.
d) CSA Employee Services Company LLC (April 6, 2023), a Delaware limited liability company.
e) Counterpointe Sustainable Real Estate II LLC (April 6, 2023), a Delaware limited liability company.
f) Counterpointe Energy Services LLC (March 17, 2015), a Delaware limited liability company.
MM. MM Vine Street LLC (September 26, 2024), a Delaware limited liability company.
NN. Stillings Street LLC (September 25, 2024), a Delaware limited liability company.
The following are investment-related special purpose entities of Barings LLC ("Barings"). All are 100% owned unless otherwise specified.
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ALAND ROYALTY GP, LLC Delaware - 6887128 ALASKA FUTURE FUND GP, LLC Delaware - 7621080 BAI FUNDS SLP, LLC Delaware - 7056431 BAI GP, LLC Delaware - 6972999 BARINGS ACTIVE PASSIVE EQUITY DIRECT EAFE LLC Delaware - 678445 BARINGS ASSET-BASED INCOME FUND (US) GP, LLC Delaware, U.S.A. - 6399905 61.02% owned by Barings LLC BARINGS CAPITAL SOLUTIONS PERPETUAL FUND GP LLC Delaware, U.S.A. - 7354538 BARINGS CENTRE STREET CLO EQUITY PARTNERSHIP GP, LLC Delaware, U.S.A. - 67009373 BARINGS CLO INVESTMENT PARTNERS GP, LLC Delaware, U.S.A. - 5895167 BARINGS CMS FUND GP, LLC Delaware, U.S.A. - 4057176 BARINGS CORE PROPERTY FUND GP LLC Delaware, U.S.A. - 4219093 BARINGS DAPPLF1 RATED FEEDER, L.P. Delaware, U.S.A. - 7493149 BARINGS DAPPLF1 RATED FEEDER, G.P. Delaware, U.S.A. - 7493120 BARINGS DIRECT LENDING GP LTD. Cayman Islands - WC-331849 BARINGS DIVERSIFIED RESIDENTIAL FUND GP LLC Delaware, U.S.A. - 3574626 BARINGS DIVERSIFIED RESIDENTIAL FUND LP Delaware, U.S.A. - 3574670 BARINGS EMERGING GENERATION FUND GP, LLC Delaware, U.S.A. - 7715719 50% owned by Barings LLC |
BARINGS EMERGING GENERATION FUND II GP, LLC Delaware, U.S.A. - 6638604 BARINGS EMERGING MARKETS BLENDED FUND I GP, LLC Delaware, U.S.A. - 6229845 BARINGS EPLF4 RATED FEEDER GP LLC Delaware, U.S.A. - 7493135 BARINGS EPLF4 RATED FEEDER, L.P. Delaware, U.S.A. - 7493152 BARINGS ERS PE EMERGING MANAGER III GP, LLC Delaware, U.S.A. - 7443853 BARINGS FC III LLC Delaware, U.S.A. - 3467267 BARINGS GLOBAL ENERGY INFRASTRUCTURE ADVISERS LLC Delaware, U.S.A. - 6187863 BARINGS GLOBAL INVESTMENT FUNDS (U.S.) MANAGEMENT, LLC Delaware, U.S.A. - 4864959 BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 4 GP, LLC Delaware, U.S.A. - 3075964 BARINGS GLOBAL REAL ASSETS FUND GP, LLC Delaware, U.S.A. - 6662271 55.5% owned by Barings LLC BARINGS GPSF LLC Delaware, U.S.A. - 3022744 BARINGS HOTEL OPPORTUNITY VENTURE I GP, LLC Delaware, U.S.A. - 5939453 50% owned by Barings LLC BARINGS INFINITI FUND MANAGEMENT LLC Delaware, U.S.A. - 7140111 BARING INVESTMENT SERIES LLC Delaware, U.S.A. - 4057176 BARINGS NEW JERSEY EMERGING MANAGER PROGRAM GP, LLC Delaware, U.S.A. - 7175727 |
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BARINGS NORTH AMERICAN PRIVATE LOAN FUND MANAGEMENT, LLC Delaware, U.S.A. - 6131639 BARINGS NORTH AMERICAN PRIVATE LOAN FUND II MANAGEMENT, LLC Delaware, U.S.A. - 7868270 BARINGS NORTH AMERICAN PRIVATE LOAN FUND III MANAGEMENT, LLC Delaware, U.S.A. - 6640173 BARINGS REAL ESTATE EUROPEAN VALUE ADD FUND II FEEDER LLC Cayman Islands - MC-3557 BARINGS SEM GP LLC Delaware, U.S.A. - 4639492 BARINGS SMALL BUSINESS FUND LLC Delaware, U.S.A. - 7875829 54.25% owned by Barings LLC BARINGS TYIDF2 RATED FEEDER GP LLC Delaware, U.S.A. - 7493145 BARINGS TYIDF2 RATED FEEDER, L.P. Delaware, U.S.A. - 7493155 BARINGS - MM REVOLVER FUND GP LLC Delaware, U.S.A. - 6354426 BCLF GP LLC Delaware, U.S.A. - 2551895 BENTON STREET ADVISORS, INC. Cayman Islands - MC-186805 BHOVI INCENTIVE LLC Delaware, U.S.A. - 6268804 50% owned by Barings LLC BIG REAL ESTATE FUND GP LLC Delaware, U.S.A. - 5084245 50% owned by Barings LLC BIG REAL ESTATE INCENTIVE I LLC Delaware, U.S.A. - 6778920 50% owned by Barings LLC |
BIG REAL ESTATE INCENTIVE II LLC Delaware, U.S.A. - 6778922 50% owned by Barings LLC BMT RE DEBT FUND GP LLC Delaware, U.S.A. - 6965646 BRECS VII GP LLC Delaware, U.S.A. - 61147 BREDIF GP LLC Delaware, U.S.A. - 3853440 CPF SPRINGING MEMBER, LLC Delaware, U.S.A. - 3873032 CREA-MA REORGANIZATION TRUST Delaware, U.S.A. - 000933540 CREF X GP LLC Delaware, U.S.A. - 5516583 GREAT LAKES III GP, LLC Delaware, U.S.A. - 5254174 LAKE JACKSON LLC Delaware, U.S.A. - 6339374 MEZZCO AUSTRALIA II LLC Delaware, U.S.A. - 5346304 MEZZCO III LLC Delaware, U.S.A. - 4557758 50% owned by Barings LLC
MEZZCO IV LLC Delaware, U.S.A. - No number available RECSA-NY GP LLC Delaware, U.S.A. - 6101306 TERRAPIN MIDDLE MARKET INFRASTRUCTURE FUND, L.P. Delaware, U.S.A. - 3903667 |
The following are subsidiary companies of MassMutual. The ownership interest is 20% or more. The ownership interest is MassMutual's unless otherwise shown.
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100 W. 3RD STREET LLC Ownership - 100% 11 FAN PIER BOULEVARD MEMBER LLC Ownership - 65.00% 12-18 WEST 55TH STREET PREDEVELOPMENT, LLC Ownership - 90.20% 2 HARBOR SHORE MEMBER LLC Ownership - 65.00% 21 WEST 86TH LLC Ownership - 96.24% 2160 GRAND MANAGER LLC Ownership - 100.00% 300 SOUTH TRYON HOTEL LLC Ownership - 100.00% 300 SOUTH TRYON LLC Ownership - 100.00% 50 LIBERTY LLC Ownership - 65.00% 50 NORTHERN AVENUE MEMBER LLC Ownership - 65.00% 5301 WISCONSIN AVENUE ASSOCIATES, LLC Ownership - 99.00% 5301 WISCONSIN AVENUE GP, LLC Ownership - 100.00% ALAND ROYALTY HOLDINGS LP Ownership - 26.69% BARINGS AFFORDABLE HOUSING MORTGAGE FUND I LLC Ownership - 100.00% BARINGS AFFORDABLE HOUSING MORTGAGE FUND II LLC Ownership - 100.00% BARINGS AFFORDABLE HOUSING MORTGAGE FUND III LLC Ownership - 100.00% BARINGS CONSTRUCTION LENDING FUND LP Ownership - 85.71% MassMutual, 14.29% MM Ascend |
BARINGS EMERGING GENERATION FUND II LP Ownership - 39.70% BARINGS EMERGING GENERATION FUND, LP Ownership - 67.74% BARINGS GLOBAL ENERGY INFRASTRUCTURE FUND I LP Ownership - 99.24% BARINGS GLOBAL REAL ASSETS FUND, LP Ownership - 26.14%%% BARINGS HOTEL OPPORTUNITY VENTURE I LP Ownership - 50.00% BARINGS MILLER INVESTMENT TRUST Ownership - 57.33% MassMutual, 9.33% MM Ascend BARINGS REAL ESTATE DEBT INCOME FUND LP Ownership - 100.00% BARINGS REAL ESTATE EUROPEAN VALUE ADD I SCSP Ownership - 49.00% BARINGS SMALL BUSINESS FUND, L.P. Ownership - 33.60% BARINGS U.S. HIGH YIELD FUND Ownership - 33.09% BARINGS-MM REVOLVER FUND LP Ownership - 86.00% BUDAPESTER STRASSE LLC Ownership - 100.00% CALGARY RAILWAY HOLDING LLC Ownership - 90.00% CHASSIS ACQUISITION HOLDING LLC Ownership - 30% (MassMutual Holding LLC) CORNBROOK PRS HOLDINGS LLC Ownership - 100.00% CORNERSTONE FORT PIERCE DEVELOPMENT, LLC Ownership - 90.00% CORNERSTONE PERMANENT MORTGAGE FUND II LLC Ownership - 100.00% |
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CORNERSTONE PERMANENT MORTGAGE FUND III LLC Ownership - 100.00% CORNERSTONE PERMANENT MORTGAGE FUND IV LLC Ownership - 100.00% CORNERSTONE PERMANENT MORTGAGE FUND LLC Ownership - 100.00% CRA AIRCRAFT HOLDING LLC Ownership - 40.00% RIDGE APARTMENTS, LLC Ownership - 100.00% CREA/PPC VENTURE, LLC Ownership - 100.00% CREA/WINDSTAR DUBLIN PLEASANTON, LLC Ownership - 92.00% E2E AFFORDABLE HOUSING DEBT FUND LLC Ownership - 100% EIP HOLDINGS I, LLC Ownership - 28.96% EURO REAL ESTATE HOLDINGS LLC Ownership - 100.00% FAN PIER DEVELOPMENT LLC Ownership - 90.00% GIA EU HOLDINGS LLC Ownership - 100.00% HB NAPLES GOLF OWNER LLC Ownership - 100% (MassMutual Holding LLC) LANDMARK MANCHESTER HOLDINGS LLC Ownership - 100.00% LONDON OFFICE JV HOLDINGS LLC Ownership - 100.00% MARCO HOTEL LLC Ownership - 100% (MassMutual Holding LLC) MIAMI DOUGLAS ONE GP LLC Ownership - 100.00% |
MIAMI DOUGLAS THREE MM, LLC Ownership - 100.00% MIAMI DOUGLAS TWO GP LLC Ownership - 100.00% MIAMI DOUGLAS TWO LP Ownership - 89.99% MM 1370 AVE OF AM LLC Ownership - 100.00% MM 1400 E 4TH STREET MEMBER LLC Ownership - 100.00% MM BIG PENINSULA CO-INVEST MEMBER LLC Ownership - 27.20% BROOKHAVEN MEMBER LLC Ownership - 100.00% MM DEBT PARTICIPATIONS LLC Ownership - 100.00% MM EAST SOUTH CROSSING MEMBER LLC Ownership - 100.00% MM HORIZON SAVANNAH MEMBER LLC Ownership - 100.00% MM HORIZON SAVANNAH MEMBER ii LLC Ownership - 100.00% MM KANNAPOLIS INDUSTRIAL MEMBER LLC Ownership - 100.00% MM MD1 STATION MEMBER LLC Ownership - 100.00% MM MD2 STATION MEMBER LLC Ownership - 100.00% MM NATIONAL SELF-STORAGE PROGRAM MEMBER LLC Ownership - 100.00% MM REED DISTRICT LANDCO MEMBER LLC Ownership - 100.00% MM SPEEDWAY EL PASO MEMBER LLC Ownership - 100.00% |
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MM SUBLINE BORROWER LLC Ownership - 100.00% PACO FRANCE LOGISTICS LLC Ownership - 100.00% RB APARTMENTS LLC Ownership - 100% (MassMutual Holding LLC) RED LAKE VENTURES, LLC Ownership - 31.52% RIVERWALK MM MEMBER, LLC Ownership - 100.00% SAWGRASS VILLAGE SHOPPING CENTER LLC Ownership - 84.21% SBNP SIA II LLC Ownership - 99.00% SBNP SIA III LLC Ownership - 99.00% SBNP SIA IV LLC Ownership - 99.00% STOA HOLDING LLC Ownership - 100.00% TEN FAN PIER BOULEVARD LLC Ownership - 100.00% THREE PW OFFICE HOLDING LLC Ownership - 95.00% |
TRAILSIDE MM MEMBER II LLC Ownership - 100.00% TRAILSIDE MM MEMBER LLC Ownership - 100.00% TWENTY TWO LIBERTY LLC Ownership - 65.00% UNNA, DORTMUND HOLDING LLC Ownership - 100.00% VALIDUS HOLDING COMPANY LLC Ownership - 40.44% VGS ACQUISITION HOLDING, LLC Ownership - 33.33% (MassMutual Holding LLC) WASHINGTON GATEWAY APARTMENTS VENTURE LLC Ownership - 95.80% WASHINGTON GATEWAY THREE LLC Ownership - 95.00% WASHINGTON GATEWAY TWO LLC Ownership - 95.00% WEST 37TH STREET HOTEL LLC Ownership - 93.75% WEST 46TH STREET HOTEL LLC Ownership - 100.00% |
The following are collateralized loan obligation vehicles of Apex Credit Holdings LLC.
JFIN CLO 2012 LTD.
A Cayman Islands collateralized loan obligation vehicle senior secured term loans. Apex Credit Holdings LLC owns 100% of the subordinated notes of the CLO, and the CLO is managed by Apex Credit Partners LLC.
JFIN CLO 2013 LTD.
A Cayman Islands collateralized loan obligation vehicle senior secured term loans. Apex Credit Holdings LLC owns 100% of the subordinated notes of the CLO, and the CLO is managed by Apex Credit Partners LLC.
JFIN CLO 2014 LTD.
A Cayman Islands collateralized loan obligation vehicle in senior secured term loans. Apex Credit Holdings LLC owns 100% of the subordinated notes of the CLO, and the CLO is managed by Apex Credit Partners LLC.
JFIN CLO 2014-II LTD.
A Cayman Islands collateralized loan obligation vehicle in senior secured term loans. Apex Credit Holdings LLC owns 100% of the subordinated notes of the CLO, and the CLO is managed by Apex Credit Partners LLC.
JFIN CLO 2015 LTD.
A Cayman Islands collateralized loan obligation vehicle in senior secured term loans. The CLO is managed by Apex Credit Partners LLC, with Apex Credit Holdings LLC owning 100% of the subordinated notes of the CLO.
JFIN CLO 2015-II LTD.
A Cayman Islands collateralized loan obligation vehicle in senior secured term loans. Apex Credit Holdings LLC owns 85% of this company.
JFIN CLO 2016 LTD.
A Cayman Islands collateralized loan obligation vehicle in senior secured term loans. The CLO is managed by Apex Credit Partners LLC, with Apex Credit Holdings LLC owning 100% of the subordinated notes of the CLO.
JFIN CLO 2017 LTD.
A Cayman Islands collateralized loan obligation vehicle in senior secured term loans. The CLO is managed by Apex Credit Partners LLC, with Apex Credit Holdings LLC owning 100% of the subordinated notes of the CLO.
JFIN CLO 2017-II LTD.
A Cayman Islands collateralized loan obligation vehicle in senior secured term loans. The CLO is managed by Apex Credit Partners LLC, with Apex Credit Holdings LLC owning 100% of the subordinated notes of the CLO.
The following are collateralized loan obligation vehicles of Jefferies Finance LLC.
JFIN REVOLVER CLO 2017 Ltd.
A Cayman Islands collateralized loan obligation vehicle in senior secured revolving credit loans. Jefferies Finance LLC owns 100% of the subordinated notes of the CLO.
JFIN REVOLER CLO 2017-II Ltd.
A Cayman Islands collateralized loan obligation vehicle in senior secured revolving credit loans. Jefferies Finance LLC owns 100% of the subordinated notes of the CLO.
JFIN REVOLVER 2017-III Ltd.
A Cayman Islands collateralized loan obligation vehicle in senior secured revolving credit loans. Jefferies Finance LLC owns 100% of the subordinated notes of the CLO.
JFIN REVOLVER CLO 2018 Ltd.
A Cayman Islands collateralized loan obligation vehicle in senior secured revolving credit loans. The CLO is managed by Jefferies Finance LLC owns 100% of the subordinated notes of the CLO.
JFIN REVOLVER CLO 2019 LTD.
A Cayman Islands collateralized loan obligation vehicle investing in senior secured revolver credit loans. Jefferies Finance LLC owns 100% of the subordinated notes of the CLO .
JFIN REVOLVER CLO 2019-II LTD.
A Cayman Islands collateralized loan obligation vehicle investing in senior secured revolver credit loans. Jefferies Finance LLC owns 100% of the subordinated notes of the CLO .
JFIN REVOLVER CLO 2020 LTD.
A Cayman Islands collateralized loan obligation vehicle investing in senior secured revolver credit loans. Jefferies Finance LLC owns 100% of the subordinated notes of the CLO.
JFIN Revolver CLO 2021-II Ltd.
A Delaware limited company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN Revolver CLO 2021-V Ltd.
A Delaware limited company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER CLO 2022-II LTD.
A Cayman Islands company that invests in revolving credit loans. Jefferies Finance LLC owns 100%
JFIN REVOLVER CLO 2022-III LTD.
A Cayman Islands company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER CLO 2022-IV LLC
A Cayman Islands company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER CLO 2022-IV LTD.
A Cayman Islands company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER CLO 2024-I LTD.
A Cayman Islands company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER FUND, L.P.
A Delaware limited partnership formed to hold investments in revolving credit loans originated by Jefferies Finance LLC. MassMutual ownership is 57.95%
JFIN REVOLVER FUNDING 2021 LTD.
A Delaware limited company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER FUNDING 2021-III LTD.
A Delaware limited company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER FUNDING 2021-IV LTD.
A Delaware limited company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
JFIN REVOLVER FUNDING 2022-I LTD.
A Delaware limited company that invests in revolving credit loans. Jefferies Finance LLC owns 100%.
The following are portfolio companies in which Jefferies Finance LLC, together with its subsidiaries, own at least 25% of the equity interests. The ownership percentage is indicated.
CUSTOM ECOLOGY HOLDCO, LLC
50% owned by Jefferies Finance LLC
TOMORROW PARENT, LLC
42.40% owned by Jefferies Finance LLC
The following are investment-related special purpose entities of Baring Asset Management Limited.
BARINGS CORE FUND FEEDER I GP S.À.R.L.
Luxembourg - No number available
This company is wholly owned by Baring Asset Management Limited.
BARINGS EUROPEAN DIRECT LENDING 1GP LLP
England & Wales - OC398370
A limited liability partnership organized under the laws of England and Wales.
(99.9% owned by Barings Global Advisors Limited and 0.1% owned by Barings Asset Management Limited.)
BARINGS GPC GP S.À.R.L.
Luxembourg - No number available
A Luxembourg company that acts as the general partner to Barings Global Credit Fund (LUX) SCSp, SICAV-SIF. This company is wholly owned by Baring Asset Management Limited.
BARINGS INVESTMENT FUND (LUX) GP S.À.R.L.
Luxembourg - No number available
A Luxembourg company that acts as the general partner to Barings Investment Fund (LUX) SCSp, SICAV-SIF. This company is wholly owned by Baring Asset Management Limited.
BARINGS UMBRELLA FUND (LUX) GP S.À.R.L.
Luxembourg - No number available
A Luxembourg company that acts as the general partner to Barings Investment Fund (LUX) SCSp, SICAV-SIF. This company is wholly owned by Baring Asset Management Limited.
PREIF HOLDINGS LIMITED PARTNERSHIP
United Kingdom - No number available
This company is wholly owned by Baring Asset Management Limited.
The following is an investment-related special purpose entity of Baring Fund Managers Limited.
BCGSS 2 GP LLP
England & Wales - OC394864
This entity is 99.9% owned by Baring Fund Managers Limited and 0.1% owned by Barings Asset Management Limited.
MassMutual or its subsidiaries own a significant minority stake in the companies listed below.
AMHERST LONG TERM OWNER HOLDINGS, LLC
Delaware, U.S.A - 4439028
MassMutual's interest is 24.5%
BEAUTY BRANDS ACQUISITION LLC
Delaware, U.S.A. - 7164322
MassMutual's ownership interest is 32.63%
CRANE VENTURE PARTNERS LLP
United Kingdom - No number available.
MassMutual Ventures Holding LLC's interest is 33%
ENROLL CONFIDENTLY, INC.
Delaware - 7051382
MassMutual's interest is 25%
LOW CARBON ENERGY HOLDING
United Kingdom - No number available at this time.
MassMutual's interest is 49%
MARTELLO RE FEEDER LP
Delaware - 3119360
MassMutual Holding LLC's interest is 58.05%
MARTELLO RE LP
Delaware - 6009011
MassMutual Holding LLC has an indirect ownership of 26.20% via Martello Re Feeder LP
ROTHESAY LIMITED (FORMERLY KNOWN AS ROTHESAY HOLDCO UK LIMITED)
England & Wales - 08668809.
MM Rothesay Holdco LLC's interest is 47.6%.
YUNFENG FINANCIAL GROUP LIMITED
Hong Kong - No number available.
MassMutual International LLC's ownership interest is 24.9%.
MassMutual has a 47.6% ownership interest in Rothesay Limited (through MM Rothesay Holdco US LLC). The following companies are affiliated with Rothesay Limited.
LT MORTGAGE FINANCING LIMITED
England & Wales - 09444756
ROTHESAY ASSET MANAGEMENT AUSTRALIA PTY LTD
New South Wales, Australia
ROTHESAY ASSET MANAGEMENT UK LIMITED
England & Wales - 10985333
ROTHESAY ASSET MANAGEMENT NORTH AMERICA LLC
Delaware, U.S.A. - 6570152
ROTHESAY FOUNDATION
England & Wales - 12263987
ROTHESAY LIFE PLC
England & Wales - 06127279
ROTHESAY MA NO. 1 LIMITED
England & Wales - 11641166
ROTHESAY MA NO. 3 LIMITED
England & Wales - 12300383
ROTHESAY MA NO. 4 LIMITED
England & Wales - 12300511
ROTHESAY MORTGAGES LIMITED
England & Wales - 11877651
ROTHESAY PENSIONS MANAGEMENT LIMITED
England & Wales - 06195160
ROTHESAY PROPERTY PARTNERSHIP 1 LLP
England & Wales - OC436469
MassMutual has a 32.63% ownership interest in Beauty Brands Acquisition LLC. The following companies are affiliated with Beauty Brands Acquisition LLC.
BEAUTY BRANDS ACQUISITION INTERMEDIATE LLC
Delaware, U.S.A. - 7164303
FORMA BRANDS, LLC
Delaware, U.S.A. - 7164339
| II. | REGISTERED INVESTMENT COMPANY AFFILIATES: Each of the following entities is a registered investment company sponsored by MassMutual or one of its affiliates. |
| a. | MassMutual Select Funds, a Massachusetts business trust that operates as a management investment company. |
| b. | MassMutual Premier Funds, a Massachusetts business trust that operates as a management investment company. |
| c. | MassMutual Advantage Funds, a Massachusetts business trust that operates as a management investment company. |
| d. | MML Series Investment Fund, a Massachusetts business trust that operates as a management investment company. All shares issued by the Trust are owned by MassMutual and certain of its affiliates. |
| e. | MML Series Investment Fund II, a Massachusetts business trust that operates as a management investment company. All shares issued by MML Series Investment Fund II are owned by MassMutual and certain of its affiliates. |
| f. | Barings Participation Investors, a Massachusetts business trust which operates as a closed-end investment company. |
| g. | Barings Corporate Investors, a Massachusetts business trust which operates as a closed-end investment company. |
| h. | Barings Global Short Duration High Yield Fund, a Massachusetts business trust which operates as a closed-end investment company. |
| i. | Barings BDC, Inc., a Maryland publicly-traded, externally managed business development company. |
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") acts as principal underwriter of the contracts/policies/certificates sold by its registered representatives and MML Strategic Distributors, LLC ("MSD") serves as principal underwriter of the contracts/policies/certificates sold by registered representatives of other broker-dealers who have entered into distribution agreements with MSD. 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, and Massachusetts Mutual Variable Life Separate Account II. |
|
(b) |
MMLIS and MSD are the principal underwriters for this Policy. The following people are officers and directors of MMLIS and officers and directors of MSD: |
DIRECTORS AND OFFICERS OF MML INVESTORS SERVICES, LLC
| Name | Positions and Offices | Principal Business Address |
| John Vaccaro | Director, Chief Executive Officer, Chairman of the Board, and Agency Field Force Supervisor | * |
| Vaughn Bowman | Director and President | * |
| Geoffrey Craddock | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Paul LaPiana | Director | * |
| Jennifer Reilly | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| David Mink | Vice President and Chief Operations Officer |
11215 North Community House Rd. Charlotte, NC 28277 |
| Frank Rispoli | Chief Financial Officer and Treasurer | * |
| 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 | * |
| Daken Vanderburg | Vice President | * |
| Brian Foley | Vice President | * |
| James Langham | Vice President | * |
| Mary B. Wilkinson | Vice President |
11215 North Community House Rd. Charlotte, NC 28277 |
| David Holtzer | Field Risk Officer |
11215 North Community House Rd. Charlotte, NC 28277 |
| Amy Francella | Assistant Secretary | * |
| Alyssa O'Connor | Assistant Secretary | * |
| Pablo Cabrera | Assistant Treasurer | * |
| Jeffrey Sajdak | Assistant Treasurer | * |
| Julieta Sinisgalli | Assistant Treasurer | * |
| Kevin Lacomb | Assistant Treasurer | * |
| Tricia Cohen | Continuing Education Officer | * |
| Mario Morton | Registration Manager | * |
| Kelly Pirrotta | AML Compliance Officer | * |
| John Rogan | Regional Vice President | * |
| Michelle Pedigo | Regional Vice President | * |
| (*) | 1295 State Street, Springfield, MA 01111-0001 |
OFFICERS AND DIRECTORS OF MML STRATEGIC DISTRIBUTORS, LLC
| Name | Positions and Offices | Principal Business Address |
| Dominic Blue | Director and Chairman of the Board | * |
| Matthew DiGangi | Director, Chief Executive Officer, and President | * |
| Geoffrey Craddock | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Jennifer Reilly | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Frank Rispoli | Chief Financial Officer and Treasurer | * |
| Edward K. Duch, III | Chief Legal Officer, Vice President, and Secretary | * |
| James P. Puhala | Vice President and Chief Compliance Officer | * |
| Vincent Baggetta | Chief Risk Officer | * |
| Paul LaPiana | Vice President | * |
| Lisa Todd | Vice President | * |
| Delphine Soucie | Vice President | * |
| Alyssa O'Connor | Assistant Secretary | * |
| Pablo Cabrera | Assistant Treasurer | * |
| Jeffrey Sajdak | Assistant Treasurer | * |
| Julieta Sinisgalli | Assistant Treasurer | * |
| Mario Morton | Registration Manager | * |
| 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 Apex VUL®("Apex") 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 22nd day of November, 2024.
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 |
November 22, 2024 |
||
|
ELIZABETH A. WARD *
Elizabeth A. Ward
|
Chief Financial Officer |
November 22, 2024 |
||
|
KEITH MCDONAGH *
Keith McDonagh
|
Corporate Controller |
November 22, 2024 |
||
|
MARK T. BERTOLINI *
Mark T. Bertolini
|
Director |
November 22, 2024 |
||
|
KATHLEEN A. CORBET *
Kathleen A. Corbet
|
Director |
November 22, 2024 |
||
|
JAMES H. DEGRAFFENREIDT, JR. *
James H. DeGraffenreidt, Jr.
|
Director |
November 22, 2024 |
||
|
BERNARD A. HARRIS, JR. *
Bernard A. Harris, Jr.
|
Director |
November 22, 2024 |
||
|
MICHELLE K. LEE *
Michelle K. Lee
|
Director |
November 22, 2024 |
||
|
ISABELLA D. GOREN *
Isabella D. Goren
|
Director |
November 22, 2024 |
||
|
JEFFREY M. LEIDEN *
Jeffrey M. Leiden
|
Director |
November 22, 2024 |
||
|
LAURA J. SEN *
Laura J. Sen
|
Director |
November 22, 2024 |
||
|
WILLIAM T. SPITZ *
William T. Spitz
|
Director |
November 22, 2024 |
||
|
H. TODD STITZER *
H. Todd Stitzer
|
Director |
November 22, 2024 |
||
|
/s/ GARY F. MURTAGH
* Gary F. MurtaghAttorney-in-Fact pursuant to Powers of Attorney |
INDEX TO EXHIBITS
|
Item No. |
Exhibit |
|||||
| Item 30. | Exhibit (h) | d. | 1. | Columbia Funds Participation Agreement dated April 26, 2024 | ||
| Item 30. | Exhibit (h) | d. | 2. | Columbia Funds Services Agreement dated April 26, 2024 |