EX-99.(H)I.J.1.VII. 13 app10031384x1_ex99hij1vii.htm FRANKLIN TEMPLETON AMENDMENT NO. 6 EXECUTED AS OF AUGUST 6, 2014 TO PARTICIPATION AGREEMENT
Item 30. Exhibit (h) i. j. 1. vii.
Amendment No. 6 to Participation Agreement
Franklin Templeton Variable Insurance Products Trust
Franklin/Templeton Distributors, Inc.
Massachusetts Mutual Life Insurance Company
C.M. Life Insurance Company
MML Distributors, LLC
Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company (together the “Company”), and MML Distributors, LLC, (“MMLD”), your distributor, (the Company and MMLD collectively referred to as “you” or “your”) on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended April 15, 2001, May 1, 2003, June 5, 2007, October 25, 2010, January 15, 2013, and further modified by an addendum dated March 20, 2012 (the “Agreement”). The Parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
WHEREAS, the Company’s affiliate, MML Strategic Distributors, LLC (“MSD”) replaced MMLD as the principal underwriter/distributor for the Company effective as of April 1, 2014;
WHEREAS, the Parties wish to amend the Agreement to reflect the change of distributor for the Company and update Schedules of the Agreement.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree to amend the Agreement as follows:
 
1.
MML Strategic Distributors, LLC (“MSD”), as the principal underwriter/distributor for the Company, is hereby added as a Party to the Agreement.
 
2.
MMLD is removed as a Party to the Agreement and all references in the Agreement to the term “Distributor” are replaced with “MSD”.
 
3.
Schedules A, B, C and G of the Agreement are deleted and replaced in their entirety with the Schedules A, B, C and G attached hereto, respectively.
 
4.
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.


IN WITNESS WHEREOF, each of the Parties has caused its duly authorized officers to execute this Amendment as of August 6, 2014.
 
       
The Trust:
Only on behalf of
each Portfolio listed
on Schedule C of
the Agreement.
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
  
     
 
By:
/s/ Karen L. Skidmore
  
 
Name:
Karen L. Skidmore
  
 
Title:
Vice President
  
     
The Underwriter:
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
  
     
 
By:
/s/ Christopher Felchlin
  
 
Name:
Christopher Felchlin
  
 
Title:
Vice President
  
     
The Company:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
  
     
 
By:
/s/ Richard J. Byrne
  
 
Name:
Richard J. Byrne
  
 
Title:
Vice President
  
     
 
C.M. LIFE INSURANCE COMPANY
  
     
 
By:
/s/ Richard J. Byrne
  
 
Name:
 Richard J. Byrne
  
 
Title:
    Vice President
  
     
The Distributor for the Company:
MML STRATEGIC DISTRIBUTORS, LLC
  
     
 
By:
/s/ Wendy Benson
  
 
Name:
Wendy Benson
  
 
Title:
President
  
       
Former Distributor for the Company:
MML DISTRIBUTORS, LLC
  
       
 
By:
/s/ Melissa Millan
  
 
Name:
Melissa Millan
  
 
Title:
Senior Vice President
  


Schedule A
The Company and Its Distributor
THE COMPANY
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
A life insurance company organized under Massachusetts law.
C.M. Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
A life insurance company organized under Connecticut law.
MML Strategic Distributors, LLC
1295 State Street
Springfield, Massachusetts 01111
A limited liability company organized under Delaware law.

Schedule B
Accounts of the Company
 
     
 
Name of Account
 
  
SEC Registration
Yes/No
   
C.M. Life Variable Life Separate Account I
  
Yes
Massachusetts Mutual Variable Life Separate Account I
  
Yes


Schedule C
Available Portfolios and Classes of Shares of the Trust
Franklin Small Cap Value VIP Fund - Class 2
Templeton Foreign VIP Fund - Class 2
In addition to portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that:
 
 
(1)
the General Counsel of Franklin Templeton Investments receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) (“Notice”) identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Separate Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and
 
 
(2)
we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Separate Accounts investing in the additional Portfolios and classes of shares under the Contracts.
Provided that we do not object as provided above, your Notice shall amend, supplement and become a part of this Schedule C and the Agreement.

FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT
 
To:
General Counsel c/o

Linda Lai (Llai@frk.com;) or Kevin Kirchoff (kkircho@frk.com)
Fax: 650 525-7059
Franklin Templeton Investments
1 Franklin Parkway,
Bldg. 920, 2nd Floor
San Mateo, CA 94403
With respect to the following agreement(s) (collectively, the “Agreement”)
(please reproduce and complete table for multiple agreements):
 
   
Date of Participation Agreement:
 
 
Insurance Company(ies):
 
 
 
 
 
Insurance Company Distributor(s):
 
 
 
 
 
As provided by Schedule C of the Agreement, this Notice proposes to Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:
 
   
Names and Classes of Shares of Additional Portfolios
Listing of current classes for your reference:
            Class 1 (no 12b-1 fee);
            Class 2 (12b-1 fee of 25 bps);
            Class 4 (12b-1 fee of 35 bps); or
            Class 5 (12b-1 fee of 10 bps).
Offering Date(s)
 
 
 
 
Name and title of authorized person of insurance company:
Contact Information:

 
       
   
Schedule G
  
     
   
Addresses for Notices
  
       
To the Company:
  
Massachusetts Mutual Life Insurance Company, or
C.M. Life Insurance Company
1295 State Street
Springfield, MA 01111-0001
Attention: Office of the General Counsel
  
       
To the Distributor for the Company:
  
MML Strategic Distributors, LLC
1295 State Street
Springfield, MA 01111-0001
Attention: Chief Legal Officer
  
       
To the Trust:
  
Franklin Templeton Variable Insurance Products Trust
One Franklin Parkway, Bldg. 920 2nd Floor
San Mateo, California 94403
Attention: Karen L. Skidmore, Vice President
  
       
To the Underwriter:
  
Franklin/Templeton Distributors, Inc.
100 Fountain Parkway, Bldg. 140 7th Floor
St. Petersburg, FL 33716
Attention: Peter Jones, President
  
       
If to the Trust or Underwriter
with a copy to:
  
Franklin Templeton Investments
One Franklin Parkway, Bldg. 920 2nd Floor
San Mateo, California 94403
Attention: General Counsel