0001193125-17-203509 Sample Contracts

FORM OF AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV, and VARIABLE INSURANCE PRODUCTS FUND V,...
Participation Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the 22nd day of May, 2017 by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, (hereinafter the “Company”), a Massachusetts corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation, and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Massachusetts

This Fund Participation Agreement (the “Agreement”), effective as of December 15, 2016, is made by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (“Company”), JPMorgan Insurance Trust (the “Trust”), the Trust’s investment advisor, J. P. Morgan Investment Management Inc. (the “Adviser”), and the Trust’s administrator, J. P. Morgan Investment Management Inc. (the “Administrator”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

THIS FUND PARTICIPATION AGREEMENT (“Agreement”) made as of the 7th day of February, 2017, by and between Lord Abbett Series Fund, Inc. (the “Fund”) a Maryland Corporation, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a “Portfolio”) and collectively, the “Portfolios”) Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”), and Massachusetts Mutual Life Insurance Company (the “Company”), a life insurance company organized under the laws of the Commonwealth of Massachusetts.

FUND PARTICIPATION AGREEMENT AMONG MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY DELAWARE VIP TRUST DELAWARE MANAGEMENT COMPANY AND DELAWARE DISTRIBUTORS, L.P.
Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Massachusetts

THIS AGREEMENT is made and entered into as of the 10th day of October, 2016 by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A attached hereto, as may be amended from time to time (each separate account hereinafter referred to individually as an “Account” and collectively as the “Accounts”); DELAWARE VIP TRUST, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Fund”); DELAWARE MANAGEMENT COMPANY, (the “Adviser”), a series of Delaware Management Business Trust, a statutory trust organized under the laws of the State of Delaware and investment adviser to the Fund; and DELAWARE DISTRIBUTORS, L.P. (the “Underwriter”), a limited partnership organized under the laws of the State of Delaware and principal underwriter/dist

SERVICE AGREEMENT
Service Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

This will confirm the terms of our agreement (the “Service Agreement”) dated as of February 7, 2017, by and between the Lord Abbett Series Fund, Inc. (the “Fund”), on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, and Massachusetts Mutual Life Insurance Company (the “Insurance Company”), implementing the terms and provisions of a service agreement with respect to shares of the Fund (the “Shares”).

SL-18 ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

THIS AGREEMENT is executed as of February 1, 2017 and effective as of February 1, 2017 (the “Effective Date”, between BLACKROCK ADVISORS, LLC (“BAL”) and Massachusetts Mutual Life Insurance Company, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Insurer”).

SERVICES AGREEMENT FOR ADMINISTRATIVE CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Services Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

This Agreement is made as of March 1, 2017 between PIMCO Investments LLC (“Distributor”), Massachusetts Mutual Life Insurance Company (“MassMutual), a Massachusetts life insurance company, and C.M. Life Insurance Company (“C. M. Life”), a Connecticut life insurance company (together referred to as “Authorized Firm”).

SL-18 DISTRIBUTION & MARKETING SUPPORT AGREEMENT
Marketing Support Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

This DISTRIBUTION & MARKETING SUPPORT AGREEMENT (the “Agreement”), signed as of February 1, 2017, and effective February 1, 2017 (the “Effective Date”), is by and among Massachusetts Mutual Life Insurance Company (“Insurer”), MML Investors Services, LLC (“MMLIS”) and MML Distributors, LLC (“MMLD”), affiliates of Insurer, and BlackRock Advisors, LLC (“Fund Agent”), the investment adviser of: (A) BlackRock Basic Value V.I. Fund, (B) BlackRock Total Return V.I. Fund, and (C) BlackRock High Yield V.I. Fund (each “Fund” and collectively the “Funds”). MMLIS and MMLD act as broker-dealer/principal underwriter of variable annuity and/or variable life insurance contracts (the “Contracts”) issued through one or more separate accounts of the Insurer. The Insurer, acting on behalf of its separate accounts, purchases, holds, exchanges and redeems Funds as investments for values accumulated under certain Contracts (“Contract Value”).

FORM OF SECOND AMENDMENT TO SERVICE CONTRACT
Service Contract • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I

This Second amendment (“Amendment”) to the Service Contract with respect to Initial, Service Class and Service Class II Shares by and between FIDELITY DISTRIBUTORS CORPORATION (“FDC”) and MML Investors Services, LLC (“MMLIS”) dated January 1, 2004, as amended on October 1, 2008 (“Service Contract”) is effective May 22, 2017.

January 1, 2017 MBSC Securities Corporation New York, New York 10166 Gentlemen: Re: Dreyfus Funds
Massachusetts Mutual Variable Life Separate Account I • June 14th, 2017

We wish to enter into an Agreement with you with respect to our providing distribution, advertising and marketing assistance and shareholder services relating to the Service shares of each series of the management investment companies (each a “Fund”) set forth on Schedule A hereto, as such Schedule may be revised from time to time, or if no series are set forth on such Schedule, the Fund, for which you are the principal underwriter as defined in the Investment Company Act of 1940, as amended (the “Act”), and the exclusive agent for the continuous distribution of shares of the Funds pursuant to the terms of a Distribution Agreement between you and the Fund.

SERVICE AGREEMENT
Service Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Pennsylvania

THIS AGREEMENT (this “Agreement”) dated as of October 10, 2016, between Delaware Distributors L.P. (“Distributor”), a limited liability partnership with its principal offices at One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania, 19103, as Distributor for Delaware VIP Trust (the “Fund”), an open-end management investment company organized as a statutory trust under the laws of the State of Delaware, and Massachusetts Mutual Life Insurance Company (the “Company”), a Commonwealth of Massachusetts corporation having its principal office and place of business at 1295 State Street, Springfield, MA 01111, on its behalf and on behalf of each separate account set forth on attached Schedule A as it may be amended from time to time (the “Separate Accounts”), as issuer of variable annuities and/or variable life insurance policies funded through the Separate Accounts for distribution (the “Contracts”).

SERVICE AGREEMENT
Service Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Massachusetts

This Agreement is entered into effective as of the 1st day of October, 1999, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and Massachusetts Mutual Life Insurance Company (“Company”).

FIRST AMENDMENT TO SERVICE CONTRACT BETWEEN AND FIDELITY DISTRIBUTORS CORPORATION
Service Contract • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I

THIS AMENDMENT to the Service Contract with respect to Initial, Service Class and Service Class II shares by and between FIDELITY DISTRIBUTORS CORPORATION (“FDC”) and dated January 1, 2004 is effective as of October 1, 2008 (the “Contract”).

SL-18 FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

THIS AGREEMENT is executed as of February 1, 2017 and effective as of February 1, 2017 (the “Effective Date”), by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the “Fund”), BLACKROCK INVESTMENTS, LLC (“BRIL” or the “Underwriter”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Massachusetts Mutual Life Insurance Company, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (each separate account hereinafter referred to individually as an Account” and collectively as the “Accounts”).

FUND PARTICIPATION AGREEMENT AMONG MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY EATON VANCE VARIABLE TRUST AND EATON VANCE DISTRIBUTORS, INC.
Fund Participation Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Massachusetts

THIS AGREEMENT is made and entered into as of the 30th day of January, 2017 by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A attached hereto, as may be amended from time to time (each separate account hereinafter referred to individually as an “Account” and collectively as the “Accounts”); EATON VANCE VARIABLE TRUST (the “Trust”), a Massachusetts business trust, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a “Fund” and collectively, the “Funds”); and Eaton Vance Distributors, Inc. (the “Underwriter”), a Massachusetts company (the “Agreement”).

SCHEDULE C Rule 22c-2 Shareholder Information Agreement
Information Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I

THIS AGREEMENT is entered into as of January 30, 2017 by and between (i) Massachusetts Mutual Life Insurance Company (“we” or “us”) and (ii) Eaton

FORM OF AMENDMENT TO SERVICE AGREEMENT
Service Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I

This Amendment (“Amendment”) dated as of May 22, 2017, is by and among Fidelity Investments Institutional Operations Company (“FIIOC”) and Massachusetts Mutual Life Insurance Company (the “Company”). This Amendment amends the Service Agreement (the “Agreement”) dated October 1, 1999.

SUPPLEMENTAL PAYMENT AGREEMENT
Supplemental Payment Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Massachusetts

This agreement is made effective December 15, 2016 by and between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”) and J.P. Morgan Investment Management Inc. (“JPMIM”) (the “Agreement”).

EATON VANCE VARIABLE TRUST SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • Massachusetts

This SHAREHOLDER SERVICE AGREEMENT is being entered into as of the 30th day of January, 2017 between EATON VANCE VARIABLE TRUST (the “Trust”), in respect of the Shares of its Portfolios set forth on Schedule A hereto, and MASSACHUESTTS MUTUAL LIFE INSURANCE COMPANY (the “Service Organization”). In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

Rule 22c-2 Shareholder Information Agreement
Shareholder Information Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I

THIS AGREEMENT is entered into as of October 10, 2016 by and between (i) Massachusetts Mutual Life Insurance Company (“we” or “us”) and (ii) Delaware Distributors, L.P. (“you”) in your capacity as the principal underwriter of Delaware VIP Trust (each a “Fund” and together the “Funds”).

PIMCO SERVICES AGREEMENT FOR ADMINISTRATIVE CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Pimco Services Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I

The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC (“PIMCO”), Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“C.M. Life”) (together referred to as the “Companies”) are effective as of March 1, 2017.

DELAWARE INVESTMENTS® DELAWARE INVESTMENTS® FAMILY OF FUNDS DEALER’S AGREEMENT We are the national distributor for all of the shares of all of the Classes (now existing or hereafter added) of all of the Funds in the Delaware Investments® Family of...
Massachusetts Mutual Variable Life Separate Account I • June 14th, 2017

AGENT FOR CUSTOMERS: In placing orders for the purchase and sale of Fund shares, you will be acting solely as agent for your customers and will not have any authority to act as agent for us, any of the Funds or any of our affiliates or representatives. Each transaction in Fund shares will be initiated solely upon the order of a customer, or by you pursuant to a written agreement with a customer giving you investment discretion to act on such customer’s behalf, and shall be for the account of a customer. You also agree that you will not refrain from placing orders with us that you have received from your customers for your own gain. Neither you nor any of your employees or agents are authorized to make any representations concerning the Funds or Fund shares except those contained in the then current “Prospectus” and in written information issued by the Fund or by us as a supplement to the Prospectus. In purchasing Fund shares your customers may rely only on such authorized information.

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Schedule C
Massachusetts Mutual Variable Life Separate Account I • June 14th, 2017

Shareholder Information Schedule entered into by and between BlackRock Investments, LLC and its successors, assigns and designees (“BRIL”) and the Intermediary.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

This Agreement is entered into as of the 1st day of January, 2017, between Massachusetts Mutual Life Insurance Company, a life insurance company organized under the laws of the Commonwealth of Massachusetts (“Insurance Company”), on behalf of itself and on behalf of the separate accounts set forth on Exhibit A, and each Participating Fund (as defined below).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

AGREEMENT effective as of the 1st day of January, 2017 by and between THE DREYFUS CORPORATION (“Dreyfus”), a New York corporation, and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“Insurance Company”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

This will confirm the terms of our agreement (the “Administrative Services Agreement”) dated as of February 7, 2017, by and between Lord Abbett Series Fund, Inc. (the “Fund”), on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, and Massachusetts Mutual Life Insurance Company (the “Insurance Company”) with respect to the Insurance Company’s provision of certain administrative services with respect to the shares of the Fund (the “Shares”).

Goldman Sachs Variable Insurance Trust Service Class Services Agreement October 1, 2016 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Class Services Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I • New York

The undersigned, Goldman, Sachs & Co. (“Goldman Sachs”), 200 West Street, New York, New York 10282, is the principal distributor of the shares of each series of the Trust listed on Schedule A to this Agreement (each a “Fund” and, collectively, the “Funds”). Goldman Sachs Asset Management, a separate operating division of Goldman Sachs, or an affiliate thereof, acts as an investment adviser to the Trust, which is an open-end management investment company that offers its shares exclusively to separate accounts of life insurance companies and various qualifying retirement plans or accounts. Shares of each Fund are divided into separate classes. This Agreement (the “Agreement”) relates to the Service Class Shares of the Funds (“Service Shares”).

FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • June 14th, 2017 • Massachusetts Mutual Variable Life Separate Account I

This AMENDMENT (this “Amendment”) is made and entered into as of the 22nd day of May, 2017 by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (the “Company”), an Massachusetts corporation; FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS V, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each, a “Fund”)

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