June 29, 2021
Via Email
James Rodolakis
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
JRodolakis@MassMutual.com
Re: Massachusetts Mutual Variable Annuity Separate Account 4
Registration Statement on Form N-4
File No. 333-255824
Dear Mr. Rodolakis:
On May 6, 2021, you filed a registration statement on Form N-4 on behalf
of Massachusetts
Mutual Life Insurance Company (the Company ) and its separate account,
Massachusetts Mutual
Variable Annuity Separate Account 4 (the Registrant ). We have reviewed
the registration
statement and have provided our comments below. Where a comment is made in one
location, it is
applicable to all similar disclosure appearing elsewhere in the registration
statement. All capitalized
terms not otherwise defined herein have the meaning given to them in the
registration statement.
General
1. Please advise whether there are any types of guarantees or support
agreements with third
parties to support any of the Company s obligations under the contract or
whether the Company will
be solely responsible for payment of contract benefits.
2. Please remove all brackets and provide any missing information such as
the financials in
your next filing with the Commission. We may have further comments.
3. Please confirm, if true, that the Company does not intend to use rate
sheet supplements to
update information in the prospectus.
Prospectus
Page 1 Rate Sheet Prospectus Supplement
4. Please explain to us what the difference is between Withdrawal Rates and
Lifetime
Guarantee Rates.
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Page 2 Rate Sheet Prospectus Supplement
5. In the last sentence of the last paragraph, disclosure states, The
Withdrawal Rates and the
Lifetime Guarantee Rates applicable to your Contract below will not change for
the life of your
Contract. However, disclosure above this sentence states that there are
cases where withdrawal
rates can change. Please explain.
6. Please confirm that the rate sheet information describes the new
withdrawal benefit.
Page 4 Key Information Table
7. In the first table, please revise the headings to conform to Item 2,
Instruction 1(a) of Form
N-4. For example, some headings should be in the singular, not the plural.
Please also provide
hyperlinks to cross-references to conform to Item 2, Instruction 1(b) of Form
N-4.
Page 11 Additional Information About Fees
8. In the heading titled, Annual Transaction Expenses, please delete
Annual. See Item 4 of
Form N-4.
9. In the introductory sentence for the second table, disclosure states,
The next table describes
the fees and expenses you will pay each year during the time you own the
Contract, not including
underlying Fund fees and expenses. After that sentence, please add, If
you choose to purchase an
optional benefit, you will pay additional charges, as shown below. See Item
4 of Form N-4.
10. In the second table, please revise the headings to conform to Item 4 of
Form N-4. For
example, please use headings, such as Annual Contract Expenses, Base
Contract Expenses (as a
percentage of average account value, and Optional Benefit Expenses (as a
percentage of benefit
base or other (e.g., average account value)), or explain why different
headings are appropriate.
11. In the table titled, Total Annual Fund Operating Expenses, please
list costs without
reimbursement. See Item 4, Instructions 16 and 17 of Form N-4.
Page 12 Examples
12. Please present the column titled, Maximum Expense first and the
column titled, Current
Expenses second. See Item 4, Instruction 5 of Form N-4.
Page 23 Purchase Payments
13. In the last sentence of the second paragraph, disclosure states, If
RetirePay is in effect with
your Contract, you are subject to the restrictions on additional Purchase
Payments under the
RetirePay Benefit Base provisions. Please clarify whether this statement
covers all contracts,
including RetirePay, subject to restrictions, or whether it only applies to a
contractholder who has
selected RetirePay (i.e., do you expect that all contractholders will select?).
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Page 41 MassMutual RetirePay
14. Please confirm that the contract value cannot go to zero through
withdrawals that are not
excess withdrawals and that the contractholder will continue to receive a
lifetime withdrawal
benefit. Also, please consider making this section more prominent (e.g., bold
font).
Page 42 Rate Sheet Comparison Process
15. In the first line, disclosure states, Subject to satisfying the Rate
Sheet Eligibility Conditions
established in the applicable Rate Sheet, if after your application submit date
and prior to your issue
date, a subsequent Rate Sheet is issued with only beneficial changes to the
RetirePay Terms, the
subsequent Rate Sheet will apply. Please add disclosure that explains what
you mean by
beneficial.
Page 44 Payments During the Settlement Phase
16. Please supplementally explain the rationale behind the settlement phase.
Is this phase
common? Why can t a contractholder continue to make withdrawals as they wish?
Page 46 Impact of Excess Withdrawals
17. Please highlight the contrast between the effect of a withdrawal of the
benefit base and the
effect on the contract value, which is dollar-for-dollar (e.g., Unlike the
effect on contract value,
which is dollar-for-dollar ).
Page 49 Important RetirePay Considerations
18. Regarding the second bullet point, please supplementally explain how
this section operates
(e.g., effect of postponing withdrawals).
19. Please consider making the fifth bullet point regarding RetirePay more
prominent (e.g., bold
font). (possibility of benefit increase being offset by withdrawal).
Page 50 Important RetirePay Considerations
20. In the penultimate bullet point, disclosure states, For mathematical
examples illustrating
how RetirePay operates, see prospectus Appendix E. However, it appears that
the mathematical
examples referred to are in Appendix F. Please revise.
Page 50 -- Withdrawals
21. Please add disclosure regarding involuntary redemptions and revocation
rights. See Item
12(e) and (f) of Form N-4.
Page 65 Appendix A: Funds Available Under the Contract
22. In the first sentence, disclosure states, The following is a list of
Funds currently available
under the Contract, which is subject to change, as discussed in the prospectus
for the Contract.
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The sentence structure suggests that the Contract is subject to change. If this
is not the case, please
restructure the sentence.
Statement of Additional Information
Page 2 The Company
23. Please provide the date and form of the Registrant and the Registrant
s classification
pursuant to section 4 of the Investment Company Act of 1940 (i.e., a separate
account and a unit
investment trust). See Item 19(b) of Form N-4.
Exhibits
24. Please file any missing exhibits, including the auditor s consent.
* * * * * *
We note that portions of the filing are incomplete. We may have
additional comments on
those portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information supplied in your response letter, or on
exhibits added in any
pre-effective amendments.
A response to this letter should be in the form of a pre-effective
amendments filed pursuant
to Rule 472 under the Securities Act. The pre-effective amendments should be
accompanied by a
supplemental letter that includes your responses to each of these comments.
Where no change will
be made in the filing in response to a comment, please indicate this fact in
your supplemental letter
and briefly state the basis for your position.
We remind you that the Company and its management are responsible for
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.
Should you have any questions regarding this letter, please contact me
at (202) 551-5166.
Sincerely,
/s/ Lisa N. Larkin
Lisa N. Larkin
Senior Counsel
cc: Keith Carpenter, Senior Special Counsel
Christian Sandoe, Assistant Director
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