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Understanding your choicesA look at asset allocation for VUL IIIVariable Universal Life Insurance

An Educational Guidefor Consumers

Investment Strategies

When it comes to investing, each individual has unique goals,tolerance for risk and time horizons. To be successful, you mustadhere to time-tested principles and stay true to the uniquecharacteristics that you want your portfolio to exhibit.

Contents2 | Asset allocation

3 | Diversification

4 | Risk tolerance questionnaire

10 | Model portfolios

12 | Dollar Cost Averaging

13 | Portfolio Rebalancing

14 | Directed Monthly Deduction Program

Pocket | Investment choices and asset allocation worksheets

VARIABLE UNIVERSAL LIFE INSURANCE IS: NOT A BANK OR CREDIT UNION DEPOSIT OR OBLIGATION • NOT FDIC- OR NCUA-INSURED •NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY • NOT GUARANTEED BY ANY BANK OR CREDIT UNION • MAY GO DOWN IN VALUE

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This guide to asset allocation is designed to help you gaugewhat type of investor you are so that you can select the rightcombination of investments to meet your goals based on yourtolerance for risk and time horizon. The included questionnairewill help you answer some key questions:

• How aggressively do you want to pursueinvestment growth?

• How willing are you to tolerate the market’sups and downs?

• How much time do you have to let your investment grow?

But before we learn about you, let’s discuss the time-testedprinciples of investing – asset allocation and diversification –and the critical role they play in your investment strategy.

The decision to purchase life insurance should be based on long term financial goals and the need for a death benefit. Life insurance is not an appropriatevehicle for short-term savings or short-term investment strategies. Early surrender charges apply for the first nine years of the policy. Those charges maydecrease the value of the policy substantially depending on how early the policy, or any portion of it, is surrendered or accessed. While the policy allows foraccess to the cash value in the short term, through loans and withdrawals, there are costs and risks associated with those transactions. You should know thatthere may be little to no cash value available for loans and withdrawals in the policy’s early years. Additionally, unless required by law, you generally can notreinstate a variable life insurance policy once it’s surrendered.

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Why is asset allocation important?

Asset allocation is among your most important investment

decisions. Asset allocation is the process of selecting and

combining asset classes such as stocks, bonds and cash in

varying percentages within a portfolio in order to help you

meet your investment goals. Successful investing is most

often achieved through a disciplined asset allocation strategy.

In fact, research shows that it’s the asset allocation decision

that accounts for nearly 92% of the variation between returns

on different investment portfolios.Asset classes

Stock-based investments (equities)

International stocks(Stocks of companies located throughout the world)

• Developed markets

• Emerging markets

Value stocks(Stocks of attractively priced companies, such as thosewith low price/earnings and price/book ratios)

• Small company

• Mid-size company

• Large company

Growth stocks(Stocks of companies with strong prospects for growthin earnings)

• Small company

• Mid-size company

• Large company

Bond-based investments (fixed income)

• Government bonds • Corporate bonds

• High-yield bonds • Foreign bonds

• Asset-backed bonds • High-quality bonds

Cash

• Money market instruments

Asset allocation

Source: Based on the study by Gary P. Brinson, Randolph L. Hood, andGilbert L. Beebower, “Determinants of Portfolio Performance II,” FinancialAnalysts Journal, May/June 1991. The study analyzed data from 82 largecorporate pension plans with assets of at least $100 million over a 10-yearperiod beginning in 1977 and concluded that asset allocation policyexplained on average 91.5% of variation in total plan return. This is themost recent study available on the topic.

91.5%

8.5%

Market timingand securityselection

Assetallocation

What is an asset class?

An asset class is simply a type of investment. Examples of

basic asset classes are stock-based investments (also known

as “equities”), bond-based investments (also known as “fixed

income”), and cash (a commonly used term for money market

investments). The universe of stock and bond asset classes

includes many variations.

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Why diversify variable life insurance investments?

When planning your asset allocation strategy, it is important

to remember that these are life insurance products. Unless

you purchase a no-lapse guarantee and maintain the required

premium level, your policy must have enough value to cover

policy charges in order to remain in force. Fluctuations in

underlying fund investment performance can have an effect

on the charges associated with the life insurance components

of your policy, and in turn, on your overall account value.

Variable universal life insurance policies perform most

efficiently when there is a smooth accumulation of values

over time, rather than a highly volatile investment earnings

pattern. What can you do to help smooth some of the sharp

ups and downs in investment performance? Diversify.

You can’t predict which investments will perform well or

poorly. Diversification – spreading your assets among a

variety of investments – can help reduce the impact on your

overall portfolio if a single investment option performs

poorly. The idea is that different asset classes, such as stocks,

bonds and cash, respond in a variety of ways to changes in

the investment markets and the economy. By investing in a

diverse collection of assets, a decline in one asset class may

be offset by other asset classes that are unchanged or rising.

How does diversification work?

Here is a simplified hypothetical example: if stocks of large

U.S. companies are down 10% one year, an investor who only

owns those types of stocks would experience a 10% decline in

his or her portfolio’s value. What if the same investor added

international stocks to the mix, creating a portfolio composed

of 50% large company U.S. stocks and 50% international

stocks? Assuming the international stocks were up 15% that

year, the investor would have a far smoother ride, realizing a

2.5% increase in his or her portfolio that year.

In addition, including fixed income based investments in a

portfolio often makes sense for all but the most aggressive

portfolios. Bonds are generally less volatile than stocks and

can help to reduce the overall volatility of a portfolio.

However, it should be understood that diversification does not

assure a profit or protect against loss in a declining market.

This example is for illustration purposes only and is not meant to imply theperformance of any particular investment strategy.

1 There are special risks associated with international investing, such aspolitical changes and currency fluctuations. These risks are heightened in emerging markets.

Impact on two hypothetical investment portfolios

-10%-9%-8%-7%-6%-5%-4%-3%-2%-1%0%1%2%3%

Portfolio A100% large company

U.S. stocks

Portfolio B50% large company U.S stocks

50% international stocks1

2.5%

-10%

Port

folio

ann

ual r

etur

n

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To assist you with the process of asset allocation, we have provided you

with this risk tolerance questionnaire. Complete this questionnaire to help

determine how you want to invest your assets. Make sure to discuss the results

with your registered representative.

After you have completed the questionnaire, you will be assigned a risk

tolerance level. For each level, there is a model portfolio that may help you

to diversify your investments with the right amount of risk.

As the policy owner and investor, you are ultimately responsible for allocating

your net premium payments among the investment choices offered in your

variable universal life policy. You may find one of the model portfolios on the

following pages to be a good starting point from which to select your life

insurance policy’s investment choices.

Each of the model portfolios was developed to help meet the needs of

policyowners with varying objectives and tolerance for risk. However,

these are examples only and your individual situation should dictate

your investment choices.

Risk tolerance questionnaire

Models were developed by

Kanon Bloch Carré (KBC).

KBC develops diversified portfolio

models that seek consistently

strong returns while mitigating

risk through effective asset

allocation and diversification.

Their emphasis on downside risk

analysis differentiates their

research in this field.

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To find out what level of risk may be right for you, complete the following

questionnaire. The questions are designed to help match an investor to the

most appropriate life product asset allocation model based on information

concerning an individual’s time horizon and risk tolerance.

Circle the letter (a, b, c, d, or e) next to the answer that best fits your comfort level, then refer to thescoring information following thisquestionnaire to determine yourasset allocation model.

Questionnaire

Risk capacity

1. Your age:

a. Over 65

b. 60 to 65

c. 55 to 59

d. 50 to 54

e. Under 50

2. Within the next six years, how confident are you that you will

have sufficient liquidity to meet your ongoing expenses and any

predictable financial obligations (e.g., mortgages, college

expenses or dependent care services)?

a. not confident, unsure, or really don’t know

b. somewhat confident

c. confident

d. very confident

e. completely confident

Score

6

3. Which statement best describes your experience investing in

equity markets?

a. I have not invested in stocks or mutual funds before or I am very

dissatisfied with my equity investing experience; I don’t understand

the prospectus at all; I am uncomfortable with stock market

invest ments; I don’t know what “risk vs. reward” means.

b. I have had a very limited investing experience or I am somewhat

dissatisfied with my past equity investing experience; I find the

prospectus confusing; I would prefer a more conservative investment

strategy; “risk vs. reward” makes me uncomfortable.

c. I have less than 10 years of experience investing in stocks or mutual

funds; I am comfortable making some equity investments but also

want some balance with fixed income; I understand “risk vs. reward”;

I am comfortable seeking growth with fixed income.

d. I have 10-15 years experience investing in stocks or mutual funds;

I carefully read the prospectus of any investment before investing,

I am comfortable making equity investments; I understand “risk vs.

reward”; I am comfortable seeking greater capital appreciation with

some fixed income.

e. I have more than 20 years of experience investing in stocks or mutual

funds; I often refer to a prospectus or research online for investment

details; I understand the idea of “risk vs. reward”; I am confident in

more aggressive investments.

Questionnaire continued

Score

Returns

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Risk attitude

4. Which best describes your attitude toward investing?

a. I cannot afford any possible loss of principal, and worry a lot about

market declines.

b. I prefer to have my entire portfolio invested in lower-risk equity

and fixed income assets, with less volatility and lower capital risk

(typically, with lower returns).

c. I like to have a broadly balanced portfolio consisting of high-,

medium-, and low-risk investments, in a well diversified mix

of asset classes.

d. I seek mostly investments with a likely potential for high growth,

with a minor stake in fixed income investments; I tolerate market

fluctuations without great concern.

e. I want higher returns, and will accept greater market volatility

(and possibly, major setbacks), to try to achieve that goal with

more aggressive investments.

5. Here are hypothetical returns for a $100,000 investment portfolio

over a five year investment period. Which characteristics do you

find most acceptable for both reward and risk?

Questionnaire continued

Score

Median annual return Best year Worst year

a. 5% 15% -5%

b. 6% 20% -10%

c. 7% 25% -15%

d. 8% 30% -25%

e. 9% 40% -30%

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6. Capital markets have always experienced significant price

swings (rising and falling value). Imagine that your investment

goal is five years away, but your well diversified portfolio

loses 20% of its value in a brief period. Which best describes

your reaction?

a. I would abandon that investment vehicle.

b. I would immediately switch to a more conservative strategy.

c. I would not wait until the year-end review before reorganizing

my portfolio.

d. I would wait to reassess my portfolio at year-end review before

making any major changes.

e. I would not alter my portfolio.

7. I would describe my current investing objectives/goals as:

a. very conservative, and worried about equity investments.

b. conservative, reducing exposure to market swings.

c. moderate (with growth and income), or a more

balanced strategy.

d. primarily growth-oriented.

e. somewhat aggressive.

Questionnaire continued

Score

9

Scoring your answers

Your total score will determine the type of investor you are. Once you know

that, review the options available to you for suggestions on how to diversify

your variable universal life policy premium.

• For Questions 1-7, assign the following points to your answers:

a = 1 point, b = 2 points, c = 3 points, d = 4 points and e = 5 points.

• Total your score for all questions.

Interpreting your total score

7-10 points: You may have identified serious investment concerns and may

require additional investment information and/or financial education.

Variable universal life insurance may not be suitable for you.

11-15 points: Your profile confirms conservative positioning; alternately,

you might still have critical financial concerns, or have strong risk aversion

to the fluctuations of variable universal life insurance.

16-20 points: Your profile indicates you may be inclined toward a balanced

style of investing, with conservative attributes.

21-25 points: Your profile indicates you may be inclined toward a moderate

growth style of investing, with a fairly secure outlook.

26-30 points: Your profile indicates you may be seeking a portfolio with solid

capital appreciation potential and relatively more risk (a growth style of investing).

31-35 points: Your profile indicates you may be geared toward an aggressive

portfolio with strong capital appreciation potential and greater risk.

The results of this questionnaire are intended to help you identify the type

of investor you may be. Be sure to review the results with your registered

representative before investing. This questionnaire is not intended to provide

financial advice or to replace a personalized investment profile.

Questionnaire continued

Total

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Once you have determined the type of investor you are, you

can refer to the five risk tolerance models depicted below,

which offer suggested allocations of investment categories.

To determine your investment choices, you may refer to

the brochure Investment Choices and consult with your

registered representative to develop an investment profile

that is right for you.

Model portfolios

AggressiveModelThis model isdesigned forinvestors seekingmaximum capitalappreciation.

ConservativeModelThis model isdesigned forinvestors interestedin fixed income witha secondary focuson growth.

Balanced ModelThis model isdesigned forinvestors seekingequal participationin fixed incomeand equity sectors.

Moderate ModelThis model isdesigned forinvestors seekingbalanced growthwith significant allocation tofixed income.

Growth ModelThis model isdesigned forinvestors seekingcapital appreciationwith a minor fixedincome position.

Your score 11-15 16-20 21-25 26-30 31-35

International/Global 5% 9% 12% 17% 24%

Small/Mid CapGrowth 3% 7% 9% 16% 20%

Small/Mid CapValue 7% 10% 11% 16% 18%

Large Cap Growth 8% 13% 16% 19% 20%

Large Cap Value 7% 11% 12% 17% 18%

Fixed Income 70% 50% 40% 15% 0%

Total 100% 100% 100% 100% 100%

*These asset allocation models were constructed by Kanon Bloch Carré, but fund offerings available within these models have not been evaluated by KBC.Investment selection remains the responsibility of the policy owner and his/her registered representative.

Risk tolerance models*

Automatic features for long term investment strategiesOur variable universal life insurance portfolio offers three automatic features that make it easier tomaintain the investment mix you are comfortable with.

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Dollar Cost Averaging is a method that can take some of the

guesswork out of the timing of your investment decisions.

You select an investment choice, typically a choice with lower

risk, from which transfers will be made at selected intervals.

By transferring pre-determined dollar amounts at regular

intervals into investment choices you designate, you purchase

more units when prices are low than when prices are high.

A lower average cost per unit may be more achievable

through Dollar Cost Averaging than through a lump-sum

purchase of units or through non-level purchases of units.

Dollar Cost Averaging does not assure a profit or protect

against loss in a declining market, and involves continuous

investment in securities regardless of fluctuating prices.

You should consider your ability to continue investing

through periods of low price levels. There is no charge

for the Dollar Cost Averaging program. You may not elect

Dollar Cost Averaging and Portfolio Rebalancing at the

same time. MassMutual reserves the right to terminate,

suspend, or modify the Dollar Cost Averaging program

at any time without prior notification to policyholders.

Please see the appropriate product prospectus for

complete details.

Dollar Cost Averaging

A hypothetical example of Dollar Cost Averaging

If $6,000 was invested into an investment choice in

January when the price was $20 per unit, 300 units

would be purchased at an average price of $20 per unit

with an average cost of $20.

If the same $6,000 is invested over six months ($1,000

a month), the total investment is still $6,000. However,

due to the changing price per unit each month (see chart

below), in June there would be 311 units. The average

price per unit over the six months is $19.50 and the

average cost per unit is $19.29. When these numbers

are compared to the average price and cost of $20 for

the one payment of $6,000 in January, it is easy to see

the potential benefits of Dollar Cost Averaging.

Average price$117 ÷ 6 = $19.50 per unit

Average cost$6,000 ÷ 311 units = $19.29 per unit

Amount Unit UnitsMonth invested price purchased

January $1,000 $20 50.00

February $1,000 $21 47.62

March $1,000 $18 55.56

April $1,000 $17 58.82

May $1,000 $18 55.56

June $1,000 $23 43.48

Total $6,000 $117 311.04

A hypothetical example of Portfolio Rebalancing

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Portfolio Rebalancing is another automatic feature that

adjusts for the varying investment performance among your

investment choices. Rebalancing helps keep your account

value allocations in sync with your investment objectives.

As with any investment strategy, a key element of your

variable universal life policy is selecting investment choices

that correspond with your risk/return profile. Regardless of

what risk profile is right for you, the investment choices

you select may perform differently over time.

When this occurs, your original allocation strategy may be lost.

Your portfolio may have become riskier than you originally

planned for, or may be too conservative for your needs.

Portfolio Rebalancing automatically transfers account

values among your designated investment choices so you

maintain the asset allocation percentages you elected.

This is done according to a schedule you choose (annually,

semi-annually, quarterly or monthly). There is no charge

for Portfolio Rebalancing. You may not elect Dollar Cost

Averaging and Portfolio Rebalancing at the same time.

MassMutual reserves the right to terminate, suspend, or

modify the Portfolio Rebalancing program at any time.

A hypothetical example of Portfolio Rebalancing

• An asset allocation strategy based on a risk tolerance

may call for allocation of 50% in fixed income

investments (conservative) and 50% in equity

investments (higher risk).

• Let’s assume the account value is $2,000 initially,

with $1,000 invested in equities and $1,000 invested

in bonds.

• Over time, the equity portion of the portfolio may

grow faster than the bond portion.

• Assuming that the equities have grown to $1,650

and the bonds have grown to $1,100, the allocation

percentages are now 60% equity and 40% bond —

not the 50% equity/50% bond allocation originally

chosen.

• At this point, the current allocation percentages

are riskier than the original allocation strategy.

• Portfolio Rebalancing automatically transfers $275

from equities to bonds (according to the schedule

selected) so that the original allocation strategy

remains intact.

Portfolio Rebalancing

50% 50%

Bond $1,000

Equity $1,000

40% 60%

Bond $1,000

Equity $1,650

50% 50%

Bond $1,375

Equity $1,375

Original account value Over time After Portfolio Rebalancing

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The Directed Monthly Deduction Program (DMDP) lets

you designate which of your policy’s investment choices

you use to pay monthly policy charges. The investment

choices include a Guaranteed Principal Account and

investment options.

Electing DMDP can help build and maintain account value

in certain investment choices while using another specified

investment choice for monthly policy charges. It is

important to note that electing DMDP does not ensure

better performance from your investment choices, but does

give you more control over how monthly policy charges

are deducted.

How it works

The account value in a variable universal life policy resides

in Separate Account investment divisions (also known as

“investment options”) and/or the Guaranteed Principal

Account. When you pay premiums, you can allocate that

money among the variable investment options and the

Guaranteed Principal Account.

You pay monthly policy charges using your account value.

When DMDP is not elected, monthly policy charges are

proportionately deducted (“pro-rata”) from all of the

investment choices that hold account value. Electing

DMDP lets you use one investment choice to pay

monthly policy charges.

DMDP makes sense in situations when you elect an

investment choice that is less likely to experience

considerable shifts in value to pay monthly policy charges.

This type of investment choice, such as a money market

investment choice or a fixed interest account, typically has

low volatility. By using the account value in this type of

investment to pay your monthly policy charges, the account

value you hold in other investment choices can continue to

participate in the markets.

You can elect DMDP at any time during the life of your

policy. If you elect DMDP, you must select only one

investment option or the Guaranteed Principal Account from

which to pay monthly policy charges. There is no minimum

account value required in the investment choice you elect.

However, if the elected DMDP investment choice has

insufficient value to cover the monthly policy charges,

the charges will be deducted pro-rata from the remaining

investment choices with account value.

Directed Monthly Deduction Program

MassMutual. We’ll help you get there.SM

Why MassMutual?

MassMutual builds confidence among policyholders with outstanding financialperformance. Financial strength ratings are a key measure of a company’s abilityto meet its financial obligations to its policyholders, and MassMutual’s financialstrength ratings are among the highest of any company in any industry.

A.M. Best Company A++ (Superior)

Fitch Ratings AAA (Exceptionally Strong)

Moody’s Investors Service, Inc. Aa1 (Excellent)

Standard & Poor’s Corp. AAA (Extremely Strong)

This information is current as of November 1, 2008. Ratings are subject to change.Ratings apply to MassMutual and its subsidiaries C.M. Life Insurance Company and MML Bay State Life Insurance Company.Financial strength ratings do not apply to the separate account or the variable investment choices offered under the variable universal life insurance policy, nor do they imply any promise of investment performance.

16

The asset allocation worksheets located in this pocket aredesigned to help you and your registered representative worktogether to further refine your investment strategy, now that you have read the MassMutual asset allocation guide andcompleted the risk tolerance questionnaire to help determine the type of investor you are. Next, complete the worksheet that best fits your investment results with your registeredrepresentative before purchasing a VUL insurance productoffered by MassMutual or any of its subsidiaries.

These worksheets are not meant to replace a thoroughinvestment profile and suitability analysis that your registeredrepresentative would complete with you. Additionally, they do not replace the appropriate MassMutual forms that arerequired to elect initial premium allocations at time of policyissue, request a change in allocation of future net premiums, or transfer policy values among investment choices. Please request forms through your registered representative or contact MassMutual:

MassMutual Customer Service CenterMonday through Friday, 8am-8pm Eastern Time:1-800-272-2216www.massmutual.com

Asset allocation worksheets and investment choices for VUL III

© 2008 Massachusetts Mutual Life Insurance Company, Springfield, MA. All rights reserved. www.massmutual.com. MassMutual Financial Group is amarketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and its affiliated companies and sales representatives.

LI4425 1008CRN201011-112024

The information provided is not written or intended as specific tax or legal advice and maynot be relied on for purposes of avoiding any federal tax penalties. MassMutual, itsemployees and representatives are not authorized to give tax or legal advice. Individualsare encouraged to seek advice from their own tax or legal counsel. Individuals involved inthe estate planning process should work with an estate planning team, including their ownpersonal tax or legal counsel.

VUL III variable universal life insurance is sold by prospectus. Before purchasinga variable life insurance policy, investors should carefully consider the investmentobjectives, risks, charges and expenses of the variable life insurance policy andits underlying investment choices. For this and other information, obtain the prospectuses for VUL III variable life insurance policy and its underlyinginvestment choices. Please read the prospectuses carefully before investing or sending money or recommending to a client.

Variable Universal Life III (VUL III) is variable universal life insurance. Policyform numbers are: P2-2008, ICC08-P2 and ICC08-P2X in certain states, includingNorth Carolina. The VUL III policy is issued by Massachusetts Mutual LifeInsurance Company, Springfield, MA 01111-0001.

MassMutual Financial Group is a marketing name for Massachusetts Mutual LifeInsurance Company (MassMutual) and its affiliated companies and sales representatives.

For investment performance results:www.massmutual.com (Select the “Product and Fund Performance” from the drop-down menu under the Products and Solutions tab.)— OR —1-800-272-2216 (24 hours/7 days a week)

Principal UnderwriterMML Distributors, LLC1295 State StreetSpringfield, MA 01111-0001

A wholly owned subsidiary of Massachusetts Mutual Life Insurance Company1295 State StreetSpringfield, MA 01111-0001

Securities offered through registered representatives of MML Investors Services, Inc.,Member SIPC, 1295 State Street, Springfield, MA 01111, or a broker-dealer that has aselling agreement with MML Distributors, LLC, Member SIPC.

Massachusetts Mutual Life Insurance Company and its affiliated insurance companieshave received certification from IMSA, an industry organization dedicated to promotingethical conduct in all customer contacts involving sales and service of individual lifeinsurance and annuity and long term care products.