VIA EDGAR
July 16, 2021
Ms. Lisa Larkin
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549-0506
Re: Massachusetts Mutual Variable Annuity Separate Account 4
Registration Statement on Form N-4
File No. 333-255824
Dear Ms. Larkin:
I am in receipt of the Staff s comment letter dated June 29, 2021 regarding
the above-referenced
filing.
Please note that the page numbers referenced below correspond to the attached
marked version of the
prospectus and Statement of Additional Information for Pre-Effective Amendment
No. 1.
My responses to the Staff s comments are as follows:
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.
Response to Comment No. 1: MassMutual does not have any types of guarantees or
support
agreements with third parties to support any contract features or benefits.
MassMutual will be solely
responsible for any benefits or features associated with the contract.
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.
Response to Comment No. 2: We will include in the pre-effective amendment
filing all
missing information, including financial statements, exhibits, and other
required information.
We have also removed all brackets from any previously bracketed disclosure.
3. Please confirm, if true, that the Company does not intend to use rate
sheet supplements
to update information in the prospectus.
Response to Comment No. 3: The Company intends to only use rate sheet
supplements to
provide current Withdrawal Rates, Lifetime Guarantee Rates, Charges, and
investment
allocation restrictions for the RetirePay feature to prospective purchasers.
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Prospectus
Page 1 Rate Sheet Prospectus Supplement
4. Please explain to us what the difference is between Withdrawal Rates and
Lifetime
Guarantee Rates.
Response to Comment No. 4: The Withdrawal Rate is a percentage we multiply the
Benefit
Base by to determine the Annual Lifetime Benefit Amount prior to the
Settlement Phase, whereas
the Lifetime Guarantee Rate is a percentage we multiply the Benefit Base by to
determine the
Annual Lifetime Benefit Amount once the Contract enters the Settlement Phase
while RetirePay
is in effect. The Settlement Phase occurs when the Contract Value reaches
zero. If the Benefit
Base is positive once the Contract Value reaches zero, we will pay the Annual
Lifetime Benefit
Amount to the Contract Owner for his/her life.
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.
Response to Comment No. 5: The Withdrawal and Lifetime Guarantee Rate Table
will not change
for a given Contract Owner once the Contract is issued. However, prior to the
Contract Issue Date, it
is possible that a new Withdrawal Rate and Lifetime Guarantee Rates could be
issued. For example,
an applicant may see the current Withdrawal Rate and Lifetime Guarantee Rate
Table in the rate sheet
prospectus supplement while he/she is considering purchasing MassMutual
Envision with RetirePay,
but before the applicant purchases the Contract a new Withdrawal Rate and
Lifetime Guarantee Rates
could be issued. The applicant would receive the rates in the Withdrawal and
Lifetime Guarantee Rate
Table that is in effect when his/her Contract is issued.
6. Please confirm that the rate sheet information describes the new
withdrawal benefit.
Response to Comment No. 6: We confirm that the rate sheet information
describes the new
withdrawal benefit and is only used to communicate the current Withdrawal
Rates, Lifetime
Guarantee Rates, Charges, and investment allocation restrictions for the
RetirePay feature.
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.
Response to Comment No. 7: We have revised the headings in the Key Information
Table to
conform to Item 2, Instruction 1(a) of Form N-4. We have also provided
hyperlinks to conform to
Item 2, Instruction 1(b) of Form N-4. Please see the marked language on pages
5-8 of the statutory
prospectus and pages 5-9 of the initial summary prospectus.
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Also, please see a URL for the Envision prospectus which includes
hyperlinking. Although the URL
is not completely up-to-date, it does show the hyperlinking.
Page 11 Additional Information About Fees
8. In the heading titled, Annual Transaction Expenses, please delete
Annual. See Item 4
of Form N-4.
Response to Comment No. 8: We have deleted Annual in the heading titled
Annual
Transaction Expenses to conform with Item 4 of Form N-4. Please see the
marked language on
page 11 of the statutory prospectus and page 17 of the initial summary
prospectus.
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.
Response to Comment No. 9: We have added If you choose to purchase an
optional benefit, you
will pay additional charges, as shown below. to the introductory sentence
above the second table
to conform with Item 4 of Form N-4. Please see the marked language on page 11
of the statutory
prospectus and page 17 of the initial summary prospectus.
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.
Response to Comment No. 10: We have revised the headings in the second table to
conform to Item 4
of Form N-4. Please see the marked language on page 11 of the statutory
prospectus and page 17
of the initial summary prospectus.
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.
Response to Comment No. 11: We have listed costs without reimbursement in the
Total Annual
Fund Operating Expenses table to conform to Item 4, Instructions 16 and 17
of Form N-4. Please
see the marked language on page 12 of the statutory prospectus and page 18 of
the initial summary
prospectus.
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.
Response to Comment No. 12: We have presented the column titled, Maximum
Expense first
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and the column titled, Current Expenses second to conform with Item 4,
Instruction 5 of Form
N-4. Please see the marked language on pages 12 and 13 of the statutory
prospectus and pages 18
and 19 of the initial summary prospectus.
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?).
Response to Comment No. 13: The statement If RetirePay is in effect with
your Contract, you are
subject to the restrictions on additional Purchase Payments under the RetirePay
Benefit Base
provisions. applies only to Contract Owners who have elected RetirePay. We
do not expect that all
Contract Owners will elect RetirePay. We have added a cross-reference to the
MassMutual RetirePay
section of the prospectus. Please see the marked language on page 25 of the
statutory prospectus.
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).
Response to Comment No. 14: If RetirePay is in effect, every withdrawal,
whether it is a
withdrawal of the Annual Lifetime Benefit Amount or an Excess Withdrawal, will
reduce the
Contract Value. If a Contract Owner continues to withdrawal the Annual Lifetime
Benefit
Amount, he/she could reduce his/her Contract value to zero. As long as there is
a positive
Benefit Base when the Contract Value reaches zero, MassMutual will pay the
Annual Lifetime
Benefit Amount to the Contract Owner for the life of the Covered Person. If
there is no
positive Benefit Base when the Contract Value reaches zero because the Contract
Owner took
an Excess Withdrawal that eliminated their Benefit Base, RetirePay will
terminate and the
Contract will terminate. Contract Owners should want their Contract Value to
reach zero
through withdrawals of the Annual Lifetime Benefit Amount as that will leave
them with a
positive Benefit Base when their Contract Value reaches zero. MassMutual will
then pay out
the Annual Lifetime Benefit Amount rather than it coming from withdrawals of
their Contract
Value. That is the guarantee provided by RetirePay.
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.
Response to Comment No. 15: We have added disclosure that explains what we mean
by
beneficial. Please see the marked language on page 43 of the statutory
prospectus as well as the
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Rate Sheet Prospectus Supplement.
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?
Response to Comment No. 16: We believe it is common for a guaranteed lifetime
withdrawal
benefit to have a settlement phase although other carriers may refer to it
with a different term. We do
expect that Contract Owners, who elect RetirePay, will reach the settlement
phase. We don t know
how common it will be. Once a Contract Owner reaches the settlement phase,
his/her Contract Value
has reached zero. Normally, their Contract would terminate, but because the
Contract Owner elected
RetirePay, when his/her Contract Value reaches zero and there is a positive
Benefit Base,
MassMutual will pay the Annual Lifetime Benefit Amount to the Contract Owner
for the life of the
Covered Person or joint Covered Person if the joint life version of RetirePay
was elected. The
settlement phase is when MassMutual pays the Annual Lifetime Benefit Amount
even though the
Contract Owner no longer has any Contract Value.
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 ).
Response to Comment No. 17: We have added language to highlight the contrast
between the
effect of a withdrawal on the Benefit Base and the effect on the Contract
Value. Please see the
marked language on page 47 of the statutory prospectus.
Page 49 Important RetirePay Considerations
18. Regarding the second bullet point, please supplementally explain how
this section
operates (e.g., effect of postponing withdrawals).
Response to Comment No. 18: The second bullet indicates the following:
Postponing withdrawals may
positively impact the Annual Lifetime Benefit Amount (e.g., because of higher
Withdrawal Rates
when you are older). However, if you postpone taking withdrawals, you may limit
the value of this
feature because your remaining life expectancy shortens as you age.
When the Contract is issued and RetirePay has been elected, the table of
Withdrawal Rates and
Lifetime Guarantee Rates will not change. However, the actual Withdrawal Rate
multiplied against
the Benefit Base to determine the Annual Lifetime Benefit Base is not
determined until the
Guaranteed Lifetime Withdrawal Date, which is when the Contract Owner elects to
receive his/her
first Annual Lifetime Benefit Amount. If a Contract Owner postpones electing
their Guaranteed
Lifetime Withdrawal Date and taking their Annual Lifetime Benefit Amount, the
Withdrawal Rate
multiplied against the Benefit Base to determine the Annual Lifetime Benefit
Amount will increase.
This is because the Withdrawal Rate percentage increases each year that has
passed since the Contract
Issue Date. The Withdrawal Rate percentage also increases as the Covered Person
ages. A higher
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Withdrawal Rate multiplied against the Benefit Base will lead to a larger
Annual Lifetime Benefit
Amount being withdrawn from the Contract Value and paid to the Contract Owner.
While the Contract Owner will receive a higher Annual Lifetime Benefit Amount
if he/she postpones
electing his/her Guaranteed Lifetime Withdrawal Date and receiving his/her
Annual Lifetime Benefit
Amount, it may make it less likely that the Contract Value will reach zero
before the Contract Owner
dies because the Contract Owner will be older when he/she starts receiving
his/her Annual Lifetime
Benefit Amount and it takes a number of years of withdrawals for the Contract
Value to reach zero.
The guarantee provided by RetirePay is that MassMutual will pay the Annual
Lifetime Benefit
Amount once the Contract Value reaches zero as long as there is a positive
Benefit Base. Prior to the
Contract Value reaching zero, the Annual Lifetime Benefit Amount is paid out by
withdrawing the
Contract Owner s Contract Value.
19. Please consider making the fifth bullet point regarding RetirePay more
prominent (e.g.,
bold font). (possibility of benefit increase being offset by withdrawal).
Response to Comment No. 19: We have made the fifth bullet regarding RetirePay
more
prominent. Please see the bold language on page 50 of the statutory
prospectus.
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.
Response to Comment No. 20: We have corrected the cross reference so that the
disclosure now
reads For mathematical examples illustrating how RetirePay operates, see
prospectus Appendix
F. Please see the marked language on page 51 of the statutory prospectus.
Page 50 -- Withdrawals
21. Please add disclosure regarding involuntary redemptions and revocation
rights. See
Item 12(e) and (f) of Form N-4.
Response to Comment No. 21: The provision for involuntary redemptions under
the contract is
described in the Termination of the Contract section of the prospectus on
pages 63 and 64 of the
statutory prospectus. The revocation of rights provision under the contract is
described in the Right
to Cancel Your Contract section of the prospectus on page 27 of the statutory
prospectus.
Consequently, we don t believe any additional changes are needed to the
prospectus.
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.
The sentence structure suggests that the Contract is subject to change. If
this is not the case, please
restructure the sentence.
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Response to Comment No. 22: The Contract is not subject to change. We have
revised the
disclosure to read The following is a list of Funds currently available
under the Contract. The list of
Funds is subject to change, as discussed in the prospectus for the Contract.
Please see the marked
language on page 66 of the statutory prospectus and page 20 of the initial
summary prospectus.
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.
Response to Comment No. 23: We have provided the date and form of the
Registrant and the
Registrant s classification pursuant to section 4 of the Investment Company
Act of 1940. Please see
the marked language on page 2 of the Statement of Additional Information.
Exhibits
24. Please file any missing exhibits, including the auditor s consent.
Response to Comment No. 24: We will include in the pre-effective amendment
filing all missing
exhibits, including the auditor s consent, financial statements, and other
required information.
* * * * * *
In addition to the revisions made in response to the Staff s
comments, I have made certain
stylistic, editorial, and updating changes, including the following:
Complete hypothetical examples on pages 12 and 13 of the
statutory prospectus
and pages 18 and 19 of the initial summary prospectus
Relocating the Fixed Account for Dollar Cost Averaging
section to pages 18 and
19 of the statutory prospectus
Revised footnotes to Appendix A on page 71 of the statutory
prospectus
Revised Example 7 in Appendix F on page 86
I appreciate your continuing attention to this filing. Please contact me if you
have any questions
regarding this filing or if there is anything that I can do to facilitate your
review of this filing. I
may be reached at (413) 218-0992 or jrodolakis@massmutual.com.
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Sincerely,
/s/ James M. Rodolakis
________________________________________
James M. Rodolakis
Lead Counsel, Annuity Product & Operations
for Massachusetts Mutual Life Insurance Company
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