Results
C.M. Life Variable Life Separate Account I
11/22/2024 | Press release | Distributed by Public on 11/22/2024 12:38
Post Effective Amendment to Registration Statement by Investment Company Form 485BPOS
2023-10-05Apex_CM_Prospectus
As filed with the Securities and Exchange Commission on or about November 22, 2024
Registration Statement File No. 333-274306
Registration Statement File No. 811-09020
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. 2
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒ Amendment No. 48
(Check appropriate box or boxes.)
C.M. Life Variable Life Separate Account I
(Exact Name of Registrant)
C.M. Life Insurance Company
(Name of Depositor)
1295 State Street, Springfield, Massachusetts 01111-0001
(Address of Depositor's Principal Executive Offices)
(860) 562-1000
(Depositor's Telephone Number, including Area Code)
Gary Murtagh
Vice President
C.M. Life Insurance Company
200 Great Pond Drive, Suite 150
Windsor, Connecticut 06095
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the registration statement.
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, 2024 pursuant 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. |
This Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
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. 2 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. 2.
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®
Issued by C.M. Life Insurance Company in all states except California and New York
|
THIS SUPPLEMENT MUST BE READ IN CONJUNCTION WITH YOUR PROSPECTUS. 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 through your policy. 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) 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) 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) 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) 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) 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) 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) Adviser: Janus Henderson Investors US LLC Sub-Adviser: N/A |
0.89% (*) | 10.87% | 11.20% | 3.63% |
(*) 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 |
PS24-9 |
PART C
OTHER INFORMATION
Item 30. Exhibits
|
d. |
|||
|
e. |
|||
|
f. |
|||
|
Exhibit (i) |
Not Applicable. |
||
|
Exhibit (j) |
Not Applicable. |
|
Exhibit (k) |
|||
|
Exhibit (l) |
Not Applicable. |
||
|
Exhibit (m) |
Not Applicable. |
||
|
Exhibit (n) |
i. |
Auditor Consents: |
|
|
Company Financial Statements |
|||
|
Separate Account Financial Statements |
|||
|
ii. |
a. |
Powers of Attorney for: |
|
|
Roger W. Crandall Michael J. O'Connor Paul LaPiana Elizabeth A. Ward |
|||
| - Incorporated by reference to Initial Registration Statement File No. 333-274306 filed September 1, 2023 | |||
|
b. |
Power of Attorney for Keith McDonagh |
||
| - Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement File No. 333-259818 filed April 25, 2024 | |||
|
Exhibit (o) |
Not Applicable. |
||
|
Exhibit (p) |
Not Applicable. |
||
|
Exhibit (q) |
|||
|
Exhibit (r) |
Not Applicable. |
Item 31. Directors and Officers of the Depositor
Directors of C.M. Life Insurance Company
|
Roger W. Crandall, Director (Chairman), President, 1295 State Street Springfield, MA 01111 |
Paul LaPiana, Director and Executive Vice President 1295 State Street Springfield, MA 01111 |
|
Michael J. O'Connor, Director and General Counsel 1295 State Street Springfield, MA 01111 |
Elizabeth A. Ward, Director, Executive Vice President, 1295 State Street Springfield, MA 01111 |
Principal Officers of C.M. Life Insurance Company (other than those who are also Directors, as referenced above):
|
Keith McDonagh, Corporate Controller 10 Fan Pier Boulevard Boston, MA 02210 |
Julieta Sinisgalli, Treasurer 1295 State Street Springfield, MA 01111 |
|
Akintokunbo Akinbajo, Corporate Secretary 1295 State Street Springfield, MA 01111 |
Eric Partlan, Executive Vice President 1295 State Street Springfield, MA 01111 |
|
Dominic Blue, Executive Vice President 1295 State Street Springfield, MA 01111 |
Item 32. Persons Controlled by or Under Common Control with the Depositor or the Registrant
- Incorporated by reference to Item 32 on Form N-6 in Post-Effective Amendment No. 11 to Registration Statement File No. 333-229670 filed November 22, 2024
|
Item 33. Indemnification |
C.M. Life directors and officers are indemnified under Article V of the by-laws of C.M. Life's parent company, Massachusetts Mutual Life Insurance Company ("MassMutual"), 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 of such paragraphs. 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 certain officers who serve as a director of a subsidiary of MassMutual (a "Subsidiary Director"). Pursuant to the Agreements, MassMutual agrees to indemnify a Subsidiary Director, to the extent legally permissible, against (a) all expenses, judgments, fines and settlements ("Costs"), liabilities, and penalties paid in connection with a proceeding involving the Subsidiary Director because he or she is a director of a subsidiary of MassMutual if the Subsidiary Director (i) acted in good faith, (ii) reasonably believed the conduct was in the subsidiary's best interest; (iii) had no reasonable cause to believe the conduct was unlawful (in a criminal proceeding); and, (iv) engaged in conduct for which the Subsidiary Director shall not be liable under MassMutual's Charter or By-Law. MassMutual further agrees to indemnify a Subsidiary Director, to the extent permitted by law, against all Costs paid in connection with any proceeding (i) unless the Subsidiary Director breached a duty of loyalty, (ii) except for liability for acts or omissions not in good faith, involving intentional misconduct or a knowing violation of law, (iii) except for liability under Section 6.40 of Chapter 156D of Massachusetts Business Corporation Act ("MBCA"), or (iv) except for liability related to any transaction from which the Subsidiary Director derived an improper benefit. MassMutual will also indemnify a Subsidiary Director, to the fullest extent authorized by the MBCA, against all expenses to the extent the Subsidiary Director has been successful on the merits or in defense of any proceeding. If any court determines that despite an adjudication of liability to the relevant subsidiary that the Subsidiary Director is entitled to indemnification, MassMutual will indemnify the Subsidiary Director to the extent permitted by law. Subject to the Subsidiary Director's obligation to pay MassMutual in the event that the Subsidiary Director is not entitled to indemnification, MassMutual will pay the expenses of the Subsidiary Director prior to a final determination as to whether the Subsidiary Director is entitled to indemnification.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 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. MMLIS and MSD either jointly or individually act as principal underwriters for: Massachusetts Mutual Variable Life Separate Account I, Massachusetts Mutual Variable Annuity Separate Account 1, Massachusetts Mutual Variable Annuity Separate Account 2, Massachusetts Mutual Variable Annuity Separate Account 3, Massachusetts Mutual Variable Annuity Separate Account 4, Panorama Separate Account, Connecticut Mutual Variable Life Separate Account I, MML Bay State Variable Life Separate Account I, MML Bay State Variable Annuity Separate Account 1, Panorama Plus Separate Account, C.M. Multi-Account A, C.M. Life Variable Life Separate Account I, 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 and 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
C.M. 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 C.M. 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.
C.M. LIFE VARIABLE LIFE SEPARATE ACCOUNT I
(Registrant)
C.M. LIFE INSURANCE COMPANY
(Depositor)
|
By |
ROGER W. CRANDALL*
Roger W. CrandallPresident and Chief Executive Officer (principal executive officer) C.M. 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, President 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 |
||
|
MICHAEL J. O'CONNOR *
Michael J. O'Connor
|
Director |
November 22, 2024 |
||
|
PAUL LAPIANA *
Paul LaPiana
|
Director |
November 22, 2024 |
||
|
/s/ GARY F. MURTAGH
* Gary F. MurtaghAttorney-in-Fact pursuant to Powers of Attorney |
INDEX TO EXHIBITS
|
Item No. |
Exhibit |