<PAGE>
File No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
INITIAL REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Pre-Effective Amendment No. ___ Post-Effective Amendment No. ___
INITIAL REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. ___
(Check appropriate box or boxes.)
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
(Exact Name of Registrant)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------
(Name of Depositor)
1295 State Street, Springfield, Massachusetts 01111
-------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (413) 744-78411
Name and Address of Agent for Service
Stephen R. Bosworth
Vice President and Associate General Counsel
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts - 01111
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on ___________ pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a) of Rule 485
/ / on (date) pursuant to paragraph (a) of the Rule 485
If appropriate, check the following box:
____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Individual Certificate issued under a
Group Variable Deferred Annuity
Contract with Flexible Purchase Payments
1
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CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
N-4 Item Caption in Prospectus
- -------- ---------------------
1 ................................ Cover Page
2 ................................ Definitions
3 ................................ Table of Fees and Expenses
4 ................................ (Not applicable)
5 ................................ The Company; Investment Choices
6 ................................ Expenses; Distribution
7 ................................ Ownership; Purchasing a Certificate;
Voting Rights; Reservation of Rights;
Certificate Value; Cover Page
8 ................................ The Income Phase
9 ................................ Death Benefit
10................................ The Accumulation Phase; Distributors
11................................ Highlights; Withdrawals
12................................ Taxes
13................................ Legal Proceedings
14................................ Additional Information
2
<PAGE>
Caption in the
Statement of Additional Information
-----------------------------------
15................................ Cover Page
16................................ Table of Contents
17................................ Company
16................................ Experts; Distribution
19................................ Purchase of Securities Being Offered
20................................ Distribution
21................................ Performance Measures
22................................ Annuity Payments
23................................ Financial Statements
3
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PART A
INFORMATION REQUIRED IN A PROSPECTUS
4
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Massachusetts Mutual Life Insurance Company
Massachusetts Mutual Variable Annuity Separate Account 4
___________ Variable Annuity
This prospectus describes the ___________ individual certificates issued under a
group variable deferred annuity contract with flexible purchase payments offered
by Massachusetts Mutual Life Insurance Company. It provides for accumulation of
certificate value and annuity payments on a fixed and variable basis.
You, the participant, have a number of investment choices in this certificate.
These investment choices include three fixed account options as well as the
following nineteen funds which are offered through our separate account,
Massachusetts Mutual Variable Annuity Separate Account 4.
Panorama Series Fund, Inc.
. Panorama Total Return Portfolio
. Panorama Growth Portfolio
. Panorama International Equity Portfolio
Oppenheimer Variable Account Funds
. Oppenheimer Money Fund/VA
. Oppenheimer Strategic Bond Fund/VA
. Oppenheimer Main Street Growth & Income Fund/VA
. Oppenheimer High Income Fund/VA
. Oppenheimer Capital Appreciation Fund/VA
. Oppenheimer Global Securities Fund/VA
Fidelity Variable Insurance Products Fund II
. VIP II Contrafund Portfolio
American Century Variable Portfolios, Inc.
. American Century VP Income & Growth Portfolio
T. Rowe Price Equity Series, Inc.
. T. Rowe Price Mid-Cap Growth Portfolio
MML Series Investment Fund
. MML Equity Fund
. MML Blend Fund
. MML Equity Index Fund
. MML Small Cap Value Equity Fund
. MML Growth Equity Fund
. MML Small Cap Growth Equity Fund
. MML Managed Bond Fund
Please read this prospectus before investing. You should keep it for future
reference. It contains important information about the ___________ Variable
Annuity.
To learn more about the ___________ certificate, you can obtain a copy of the
Statement of Additional Information (SAI), dated ______________, 1999. We filed
the SAI with the Securities and Exchange Commission (SEC) and it is legally a
part of this prospectus. The SEC maintains a Web site (http://www.sec.gov) that
contains the SAI, material incorporated by reference and other information
regarding companies that file electronically with the SEC. The Table of
Contents of the SAI is on page 33 of this prospectus. For a free copy of the
SAI, or for general inquiries, call our Annuity Service Center at (800) 366-8226
or write to: ___________, Annuity Products, H565, P.O. Box 9067, Springfield,
Massachusetts 01102-9067.
The certificates:
. are not bank deposits.
. are not federally insured.
. are not endorsed by any bank or governmental agency.
. are not guaranteed and may be subject to loss of principal.
- --------------------------------------------------------------------------------
The SEC has not approved these certificates or determined that this prospectus
is accurate or complete. Any representation that it has is a criminal offense.
- --------------------------------------------------------------------------------
___________________, 1999.
1
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Table Of Contents
Highlights 4
Massachusetts Mutual Variable Annuity Separate Account 4
Table of Fees and Expenses 5
The Company 8
___________ Deferred Variable Annuity Certificate
General Overview 8
Ownership 9
Certificate Owner 9
Participant 9
Joint Participant 9
Annuitant 9
Beneficiary 9
Purchasing a Certificate 10
Purchase Payments 10
Allocation of Purchase Payments 10
Investment Choices 11
The Separate Account 11
The Funds 11
The Fixed Accounts 14
DCA Fixed Accounts 14
The Fixed Account 14
Certificate Value 15
Accumulation Units 15
Transfers 15
Transfers During the Accumulation Phase 15
Transfers During the Income Phase 16
Dollar Cost Averaging Program 16
Automatic Rebalancing Program 17
Withdrawals 17
Systematic Withdrawal Program 18
Expenses 19
Insurance Charges 19
Mortality and Expense Risk Charge 19
Administrative Charge 19
Annual Certificate Maintenance Charge 19
Premium Taxes 19
Transfer Fee 19
Income Taxes 19
Fund Expenses 19
The Income Phase 21
Fixed Annuity Payments 21
Variable Annuity Payments 21
Annuity Unit Value 22
Annuity Options 22
Death Benefit 23
Death of Participant During the
Accumulation Phase 23
Death Benefit Amount During the Accumulation Phase 23
Basic Death Benefit 23
Reset Death Benefit 23
Ratchet Death Benefit 24
Death Benefit Payment Options
During the Accumulation Phase 25
Death of Participant During the
Income Phase 25
Death of Annuitant 25
Taxes 26
Annuity Certificates in General 26
Qualified and Non-Qualified Certificates 26
Withdrawals - Non-Qualified Certificates 26
Withdrawals - Qualified Certificates 26
Withdrawals Tax Sheltered Annuities 27
Other Information 29
Performance 29
Standardized Total Returns 29
Nonstandard Total Returns 29
Yield and Effective Yield 29
Related Performance 29
Year 2000 29
Distributors 30
Electronic Transmission of
Application Information 30
Assignment 30
Voting Rights 30
Reservation of Rights 31
Suspension of Payments or Transfers 31
Legal Proceedings 31
Financial Statements 31
Additional Information 32
<PAGE>
Index of Special Terms
We have tried to make this prospectus as readable and understandable for you as
possible. By the very nature of the certificate, however, certain technical
words or terms are unavoidable. We have identified the following as some of
these words or terms. The page that is indicated here is where we believe you
will find the best explanation for the word or term.
Page
Accumulation Phase 8
Accumulation Unit 15
Annuitant 9
Annuity Date 21
Annuity Options 22
Annuity Payments 21
Annuity Service Center Cover Page
Annuity Unit Value 22
Certificate 8
Certificate Anniversary 23
Contract Owner 9
Income Phase 8
Non-Qualified 26
Participant 9
Purchase Payment 10
Qualified 26
Separate Account 11
Tax Deferral 8
Index of Special Terms 3
<PAGE>
Highlights
This prospectus describes the general provisions of the certificate. You may
review a copy of the certificate upon request.
Free Look
You have a right to examine your certificate. If you change your mind about
owning your certificate, you can cancel it within 10 days after receiving it.
However, this time period may vary by state. You will receive your certificate
value as of the business day we receive your certificate and written request at
our Annuity Service Center.
If you purchase this certificate as an IRA or your state requires it, we will
return the greater of your purchase payments less any withdrawals you took, or
the certificate value.
Sales Charge
We do not assess a sales charge when you make a purchase payment or if you
withdraw all or any part of your certificate value.
Federal Income Tax Penalty
If you withdraw any of the certificate value from your non-qualified
certificate, a 10% federal income tax penalty may be applied to the amount of
the withdrawal that is includible in your gross income for tax purposes. Some
withdrawals may be exempt from the penalty tax. They include any amounts:
. paid on or after you reach age 59 1/2;
. paid to your beneficiary after you die;
. paid if you become totally disabled as that term is defined in the Internal
Revenue Code;
. paid in a series of substantially equal payments made annually or more
frequently, for life or your life expectancy or for the joint life
expectancies of you and your designated beneficiary;
. paid under an immediate annuity; or
. which come from purchase payments made before August 14, 1982.
The Internal Revenue Code (the Code) treats any withdrawals (1) allocable to
purchase payments made after August 13, 1982 in an annuity contract entered into
prior to August 14, 1982 and (2) from an annuity contract entered into after
August 14, 1982, as first coming from earnings and then from your purchase
payments. Separate tax penalties and restrictions apply to withdrawals under
qualified contracts. Please refer to the Taxes section of this prospectus for
more information.
Index of Special Terms 4
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Massachusetts Mutual Variable Annuity
Separate Account 4 - __________ Segment
Table Of Fees And Expenses
Participant Transaction Expenses
Transfer Fee:
During Accumulation Phase: We will not charge for the first 12 transfers
in a calendar year; thereafter we reserve the
right to assess a fee which is the lesser of
$20 or 2% of the amount transferred.
During Income Phase: We allow only 6 transfers in a calendar year
and we will not assess a fee for these 6
transfers.
Sales Load on Purchase Payments: None
Contingent Deferred Sales
Charge: None
Annual Certificate Maintenance
Charge: $40 per Certificate Year; waived if
certificate value is $100,000 or greater.
Separate Account Annual Expenses
(as a percentage of the average
account value)
Mortality and Expense Risk
Charge: Certificate Years 1 though 10: 1.34%
Certificate Years 11+: 1.09%
Administrative Charge: 0.15% per Certificate Year.
Table Of Fees And Expenses 5
<PAGE>
Annual Fund Expenses
(as a percentage of average net assets as of December 31, 1998)
<TABLE>
<CAPTION>
Other Total Operating
Expenses After Expenses After
Management Expense Expense
Fees Reimbursements Reimbursements
<S> <C> <C> <C>
Oppenheimer Money Fund/VA 0.45% 0.05% 0.50%
Oppenheimer Strategic Bond Fund/VA 0.74% 0.06% 0.80%
Oppenheimer Main Street Growth & Income Fund/VA 0.74% 0.05% 0.79%
Oppenheimer High Income Fund/VA 0.74% 0.04% 0.78%
Oppenheimer Capital Appreciation Fund/VA 0.72% 0.03% 0.75%
Oppenheimer Global Securities Fund/VA 0.68% 0.06% 0.74%
Panorama Growth Portfolio 0.52% 0.01% 0.53%
Panorama International Equity Portfolio 1.00% 0.09% 1.09%
Panorama Total Return Portfolio 0.53% 0.02% 0.55%
Fidelity's VIP II Contrafund Portfolio 0.59% 0.07%*** 0.66%***
American Century VP Income & Growth Portfolio 0.70% 0.00% 0.70%
T. Rowe Price Mid-Cap Growth Portfolio 0.85% 0.00% 0.85%
MML Managed Bond Fund 0.45% 0.03% 0.48%
MML Small Cap Value Equity Fund 0.39% 0.05%** 0.44%
MML Equity Fund 0.37% 0.00%** 0.37%
MML Blend Fund 0.37% 0.00%** 0.37%
MML Equity Index Fund 0.30% 0.20% 0.50%
MML Growth Equity Fund 0.80% 0.11%** 0.91%*
MML Small Cap Growth Equity Fund 1.08% 0.11%** 1.19%*
</TABLE>
*The MML Growth Equity Fund and the MML Small Cap Growth Equity Fund began
operations in 1999 and therefore had no operating expenses as of December 31,
1998. The investment manager estimates that the total operating expenses for
these Funds in 1999 will be as shown.
**We agreed to bear expenses of the MML Equity Fund, MML Blend Fund, MML Small
Cap Value Equity Fund, MML Growth Equity Fund, MML Managed Bond and MML Small
Cap Growth Equity Fund (other than the management fee, interest, taxes,
brokerage commissions and extraordinary expenses) in excess of 0.11% of the
average daily net asset value of the Funds through April 30, 2000. The expenses
shown for the MML Growth Equity Fund and MML Small Cap Growth Equity Fund
include this reimbursement. If not included, the other expenses for these Funds
in 1999 are estimated to be 0.25%, for the MML Growth Equity Fund and 0.25% for
the MML Small Cap Growth Equity Fund. We do not expect that we will be required
to reimburse any expenses of the MML Equity Fund, MML Blend Fund and MML Small
Cap Value Equity Fund in 1999.
***A portion of the brokerage commission that the VIP II Contrafund portfolio
pays is used to reduce the other expenses for the Portfolio. In addition, this
Portfolio has entered into arrangements with its custodian whereby credits
realized as a result of uninvested cash balances were used to reduce custodian
expenses. Without such reductions, the other expenses for this Portfolio would
have been 0.11%, increasing the total fund operating expenses to 0.70%.
(See the funds' prospectuses for more information.)
Table Of Fees And Expenses 6
<PAGE>
Example
The following example is designed to help you understand the expenses in the
certificate. The example shows the cumulative expenses you would pay assuming
you invested $1,000 in a certificate and allocated all of it to a fund which
earned 5% each year. The example assumes that you withdrew all your money or
decided to begin the income phase at the end of each year shown. (Currently,
the income phase is not available until the end of your 1st certificate year.)
All the expenses shown in the table of fees and expenses, including the annual
fund expenses, are assumed to apply.
<TABLE>
<S> <C> <C> <C> <C>
Year 1 3 5 10
Money Sub-Account $21 $66 $112 $242
Strategic Bond Sub-Account 24 75 128 273
Main Street Growth & Income Sub-Account 24 74 127 272
High Income Sub-Account 24 74 127 271
Capital Appreciation Sub-Account 24 73 125 268
Global Securities Sub-Account 24 73 125 267
Growth Sub-Account 22 66 114 245
International Equity Sub-Account 27 84 143 302
Total Return Sub-Account 22 67 115 247
Contrafund Sub-Account 23 72 123 263
Income & Growth Sub-Account 23 72 123 263
Mid-Cap Growth Sub-Account 25 76 130 278
Managed Bond Sub-Account 21 65 111 240
Small Cap Value Equity Sub-Account 21 64 109 236
Equity Sub-Account 20 61 106 228
Blend Sub-Account 20 61 106 228
Equity Index Sub-Account 21 65 112 242
Growth Equity Sub-Account 25 78 134 284
Small Cap Growth Equity Sub-Account 28 87 148 312
</TABLE>
The purpose of the Table of Fees and Expenses is to assist you in understanding
the various costs and expenses that you will incur. The table reflects expenses
of the separate account and the funds.
The examples reflect the $40 annual certificate maintenance charge as an annual
charge of 0.08 % of the assets. This charge is based on an anticipated average
certificate value of $50,000.
The examples do not reflect any premium taxes. However, premium taxes may
apply.
The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
Table Of Fees And Expenses 7
<PAGE>
The Company
Massachusetts Mutual Life Insurance Company, (MassMutual) is a mutual life
insurance company specially chartered by the Commonwealth of Massachusetts on
May 14, 1851. It is currently licensed to transact life, accident, and health
insurance business in all states, the District of Columbia, Puerto Rico and
certain provinces of Canada. MassMutual had consolidated statutory assets in
excess of $67 billion and estimated total assets under management of $176.8
billion as of December 31, 1998.
The ___________ Individual Certificate Issued under a Group Deferred Variable
Annuity Contract
General Overview
This annuity is a certificate between you, the participant and us, Massachusetts
Mutual Life Insurance Company. The certificate is intended for retirement
savings or other long-term investment purposes. We do not assess a sales charge
when you make a purchase payment or if you withdraw any part of your certificate
value.
In exchange for your purchase payments, we agree to pay you an income when you
choose to receive it. You select the income period beginning on a date you
designate. According to your certificate, this date must be at least 5 years
from when you purchase the certificate. However, we currently allow you to
select a date that is at least 1 year from when you purchase the certificate.
The certificate, like all deferred annuity certificates, has two phases - the
accumulation phase and the income phase. Your certificate is in the
accumulation phase until you decide to begin receiving annuity payments. During
the accumulation phase we provide a death benefit. You can choose from three
death benefit choices. Once you begin receiving annuity payments, your
certificate enters the income phase.
You are not taxed on certificate earnings until you take money from your
certificate. This is known as tax deferral.
The certificate is called a flexible premium annuity because you may select the
timing, amount and number of purchase payments.
The certificate is called a variable annuity because you can choose to allocate
your purchase payments among various funds. Your investment choices include
nineteen funds and three fixed accounts. The amount of money you are able to
accumulate in your certificate during the accumulation phase depends upon the
amount of your purchase payments, the investment performance of the funds you
select and the interest we credit to any amounts you invest in the fixed
accounts.
At the beginning of the income phase, you can choose to receive annuity payments
on a variable basis, fixed basis or a combination of both. If you choose
variable payments, the amount of the annuity payments you receive will fluctuate
depending on the investment performance of the funds you select for the income
phase. If you choose to receive payments on a fixed basis, the payments you
receive will remain level.
The Company/General Overview 8
<PAGE>
Ownership
Contract Owner
The contract owner is the person or non-natural person who maintains the
ownership rights stated in the contract that are not delegated to the
participants. The owner of the contract is usually an employer, trustee or
other sponsor of a group that is comprised of participants. If the contract is
purchased as part of an employee benefit plan, the plan may govern which
ownership rights are maintained by the contract owner and which are delegated to
participants.
Participant
The participant is named at time of application. The participant can be an
individual or a non-natural person. We will not issue a certificate to you if
you have reached your 85th birthday as of the date we proposed to issue the
certificate.
As the participant of the certificate, you exercise all rights under the
certificate. The participant names the beneficiary. You may change the
participant of the certificate at any time prior to the annuity date by written
request. If you change the participant, the change is subject to our
underwriting rules. Changing the participant may result in tax consequences. On
and after the annuity date, you continue as the participant.
Joint Participant
The certificate can be owned by joint participants. Unless prohibited by a
state, only you and your spouse can be joint participants. We will not issue a
certificate to you if either proposed joint participant has reached their 85th
birthday as of the date we proposed to issue the certificate.
Upon the death of either joint participant, the surviving spouse will be the
designated beneficiary and may continue the certificate unless prohibited by a
state. We will treat any other beneficiary designation at the time of death as a
contingent beneficiary. Unless otherwise indicated on the application, both
signatures will be required for all transactions, if there are joint
participants.
Annuitant
The annuitant is the person on whose life we base annuity payments. You
designate the annuitant at the time of application. We will not issue a
certificate to you if the proposed annuitant has reached his/her 85th birthday
as of the date we proposed to issue the certificate. You may change the
annuitant before the annuity date, subject to our underwriting rules. However,
the annuitant may not be changed on a certificate owned by a non-natural person.
Beneficiary
The beneficiary is the person(s) or entity you name to receive any death
benefit. You name the beneficiary at the time of application. Unless an
irrevocable beneficiary has been named, you can change the beneficiary at any
time before you die. If you name an irrevocable beneficiary, you must get
consent from the irrevocable beneficiary to change the beneficiary.
A beneficiary who is your surviving spouse may elect to continue the certificate
in his or her own name, elect a lump sum payment of the death benefit, or apply
the death benefit to an annuity option.
Ownership 9
<PAGE>
Purchasing a Certificate
Purchase Payments
The minimum amount we accept for your initial purchase payment is $25,000.
You can make additional purchase payments of $250 or more to your certificate.
We will accept as little as $100 if you have selected our automatic investment
plan option.
The maximum amount of cumulative purchase payments we accept without our prior
approval is based on your age when we issued the certificate. The maximum
amount is:
. $1 million up to age 75 1/2; or
. $500,000 if older than age 75 1/2.
If the participant is not a natural person, these purchase payment limits will
apply to the annuitant's age. If there are joint participants, age refers to the
oldest participant.
You may make your initial purchase payment by giving it and your complete
application to your agent/broker. You can make additional purchase payments:
. by mailing your check that clearly indicates your name and certificate number
to our lockbox:
MassMutual
MIP _____
. by instructing your bank to wire transfer funds to:
Chase Manhattan Bank, New York, New York
ABA #021000021
MassMutual Account 323065384
Ref: Certificate #
Name: (Your Name)
We have the right to reject any application or purchase payment.
Allocation of Purchase Payments
When you purchase your certificate, you choose how we will apply your purchase
payments among the investment choices. If you make additional purchase
payments, we will apply them in the same way as your first purchase payment,
unless you tell us otherwise.
Once we receive your purchase payment and the necessary information at our
Annuity Service Center, we will issue your certificate and apply your first
purchase payment within 2 business days. If you do not give us all of the
information we need, we will contact you to get it. If for some reason we are
unable to complete this process within 5 business days, we will either send back
your money or get your permission to keep it until we get all of the necessary
information.
If you add more money to your certificate by making additional purchase
payments, we will credit these amounts to your certificate on the business day
we receive them at our Annuity Service Center or lockbox. Our business day
closes when the New York Stock Exchange closes, usually 4:00 p.m. Eastern time.
If we receive your purchase payment at our Annuity Service Center or lockbox on
a non-business day or after the business day closes, we will credit the amount
to your certificate effective the next business day.
Purchasing a Certificate 10
<PAGE>
Investment Choices
The Separate Account
We established a separate account, Massachusetts Mutual Variable Annuity
Separate Account 4 (separate account), to hold the assets that underlie the
certificates. Our Board of Directors adopted a resolution to establish the
separate account under Connecticut insurance law on August 3, 1994. We have
registered the separate account with the Securities and Exchange Commission as a
unit investment trust under the Investment Company Act of 1940.
We own the assets of the separate account. However, those separate account
assets equal to the reserves and other certificate liabilities are not
chargeable with liabilities arising out of any other business we may conduct.
All the income, gains and losses (realized or unrealized) resulting from these
assets are credited to, or charged against, the certificates and not against any
other certificates we may issue.
We established a segment of the separate account for the certificates. We
currently divide this segment into 19 sub-accounts. Each of these sub-accounts
invests in a fund. You bear the complete investment risk for purchase payments
that you allocate to a fund.
The Funds
The certificate offers 19 funds which are listed below. Additional funds may be
added in the future.
Panorama Series Fund, Inc.
Panorama Series Fund, Inc. ("Panorama Fund") is an open-end investment company.
OppenheimerFunds, Inc. ("OFI"), an investment adviser registered with the SEC
under the Investment Advisers Act of 1940, as amended, ("Investment Advisers
Act") is the investment adviser to the Panorama Fund. It performs
administrative functions relative to the Panorama Fund, including the keeping of
all records not maintained by the custodian.
OFI has operated as an investment adviser since 1959 and, together with a
subsidiary, manages companies with $95 billion in assets and 4 million
shareholder accounts as of December 31, 1998. OFI is owned by Oppenheimer
Acquisition Corporation, a holding company that is owned in part by senior
officers for OFI and controlled by MassMutual. The address of OFI is Two World
Trade Center, New York, NY 10048-0203.
OFI has engaged Babson-Stewart Ivory International ("Babson-Stewart") to assist
in the selection of portfolio investments for the Panorama International Equity
Portfolio. Babson-Stewart, One Memorial Drive, Cambridge, MA 02142, is a
partnership formed in 1987 between David L. Babson & Co., Inc., a subsidiary of
MassMutual and Stewart Ivory & Co., Ltd., located in Edinburgh, Scotland.
Panorama Total Return Portfolio. The Panorama Total Return Portfolio seeks to
maximize total investment return (including both capital appreciation and
income) by allocating its assets among stocks, corporate bonds, U.S. Government
securities and its instrumentalities, and money market instruments according to
changing market conditions.
Panorama Growth Portfolio. The Panorama Growth Portfolio seeks long-term growth
of capital by investing primarily in common stocks with low price-earnings
ratios and better than anticipated earnings. Realization of current income is a
secondary consideration.
Panorama International Equity Portfolio. The Panorama International Equity
Portfolio seeks long-term growth of capital by investing primarily in equity
securities of companies wherever located, the primary stock market of which is
outside the United States.
Oppenheimer Variable Account Funds
Oppenheimer Variable Account Funds ("Oppenheimer Funds") is an investment
company consisting of 10 separate series of shares known as funds. Six of these
funds are
Investment Choices 11
<PAGE>
available as investment options in the certificate. The Oppenheimer Funds are
also advised by OFI.
Oppenheimer Money Fund/VA. The Oppenheimer Money Fund/VA seeks maximum current
income from investments in money market securities that is consistent with low
capital risk and maintenance of liquidity. The Fund invests in short-term, high
quality "money market" securities.
Oppenheimer Strategic Bond Fund/VA. The Oppenheimer Strategic Bond Fund/VA
seeks a high level of current income principally derived from interest on debt
securities and seeks to enhance such income by writing covered call options on
debt securities. The Fund invests in three market sectors: debt securities of
foreign government and companies, U.S. Government securities and lower-rated
high yield securities of U.S. Companies.
Oppenheimer Main Street Growth & Income Fund/VA. The Oppenheimer Main Street
Growth & Income Fund/VA seeks total return (which includes growth in the value
of its shares as well as current income) from equity and debt securities.
Oppenheimer High Income Fund/VA. The Oppenheimer High Income Fund/VA seeks a
high level of current income. The Fund invests in unrated securities or high
risk securities in the lower rating categories, commonly known as "junk bonds,"
which are subject to a greater risk of loss of principal and nonpayment of
interest than higher-rated securities.
Oppenheimer Capital Appreciation Fund/VA. The Oppenheimer Capital Appreciation
Fund/VA seeks long-term capital appreciation by investing in securities of well-
known established companies. It invests mainly in equity securities.
Oppenheimer Global Securities Fund/VA. The Oppenheimer Global Securities
Fund/VA seeks long-term capital appreciation by investing a substantial portion
of assets in securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have appreciation
possibilities. It invests in equity securities of U.S. and foreign issuers.
MML Series Investment Fund ("MML Trust")
MML Trust is a no-load, open-end, investment company having eight series of
shares, each of which has different investment objectives designed to meet
different investment needs. Seven of the series are available as investment
options within the certificate. MassMutual serves as the investment adviser to
the MML Trust.
MassMutual has entered into a subadvisory agreement with David L. Babson and
Company, Inc. ("Babson"), a controlled subsidiary of the MassMutual, whereby
Babson manages the investment of the assets of the MML Small Cap Value Equity
Fund, the MML Equity Fund, and the equity sector of the MML Blend Fund.
MassMutual has entered into a subadvisory agreement with Massachusetts Financial
Services Company ("MFS"), whereby MFS manages the investment of the MML Growth
Equity Fund.
MassMutual has entered into subadvisory agreements with J.P. Morgan Investment
Management Company Inc. ("J.P. Morgan") and Waddell & Reed Investment Management
Company ("Waddell & Reed"), whereby J.P. Morgan and Waddell & Reed each manage
50% of the portfolio of MML Small Cap Growth Equity Fund.
MassMutual has entered into a subadvisory agreement with Mellon Equity
Associates, LLP ("Mellon Equity") whereby Mellon Equity manages the investments
of the MML Equity Index Fund.
MML Small Cap Value Equity Fund. The MML Small Cap Value Equity Fund seeks
growth of capital and income over time by investing primarily in small company
stocks.
MML Equity Fund. The MML Equity Fund seeks to achieve a superior rate of return
over time from both capital appreciation and current income and to preserve
capital by investing in equity securities.
MML Blend Fund. The MML Blend Fund seeks a high total rate of return over time,
Investment Choices 12
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consistent with prudent investment risk and capital preservation, by investing
in equity, fixed income and money market securities.
MML Equity Index Fund. The MML Equity Index Fund seeks investment results that
correspond to the price and yield performance of publicly traded common stocks
in the aggregate, as represented by the Standard & Poor's 500 Composite Stock
Price Index.1
1 "Standard & Poor's," "Standard & Poor's 500" and "S&P 500" are trademarks of
The McGraw-Hill Companies and have been licensed for use by the Fund. The Fund
is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of
The McGraw-Hill Companies ("S&P"), or The McGraw-Hill Companies, Inc. Standard
& Poor's makes no representation regarding the advisability of investing in the
Fund.
MML Growth Equity Fund. The MML Growth Equity Fund seeks growth of capital and
income over time by investing primarily in equity securities of large companies
with long-term growth potential.
MML Small Cap Growth Equity Fund. The MML Small Cap Growth Equity Fund seeks
growth of capital over time by investing primarily in equity securities of
smaller and medium-size companies with long-term growth potential.
MML Managed Bond Fund. The MML Managed Bond Fund seeks a high rate of return,
consistent with capital preservation, by investing primarily in investment
grade, publicly-traded, fixed income securities.
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Series, Inc. is a diversified, open-end investment company
incorporated in Maryland in 1994. The T. Rowe Price Mid-Cap Growth Portfolio is
a separate series of shares of T. Rowe Price Equity Series, Inc. T. Rowe Price
Associates, Inc. (" T. Rowe Price") was founded in 1937 and is the investment
adviser to the Portfolio. Its business address is 100 East Pratt Street,
Baltimore, MD 21202.
T. Rowe Price Mid-Cap Growth Portfolio. The T. Rowe Price Mid-Cap Growth
Portfolio seeks long-term capital appreciation by investing in mid-cap stocks
with potential for above-average earnings growth. T. Rowe Price defines mid-cap
companies as those with market capitalizations within the range of companies in
the S&P 400 Mid-Cap Index.
American Century Variable Portfolios, Inc.
American Century Variable Portfolios, Inc. ("American Century VP") was organized
as a Maryland corporation in 1987 and is a diversified, open-end management
investment company. American Century Investment Management, Inc. ("American
Century") is the investment manager of American Century VP. American Century has
been providing investment advisory services to investment companies and
institutional investors since it was founded in 1958. American Century's address
is American Century Tower, 4500 Main Street, Kansas City Missouri 64111.
American Century VP Income & Growth Portfolio. The American Century VP Income &
Growth Portfolio seeks dividend growth, income and capital appreciation by
investing in common stocks.
Fidelity Variable Insurance Products Fund II
Fidelity Variable Insurance Products Fund II ("VIP II") is an open-end
management investment company, organized as a Massachusetts business trust in
1988. Fidelity's VIP II Contrafund Portfolio is a diversified fund of VIP II.
Fidelity Management & Research Company ("FMR") is the investment adviser to
Fidelity's VIP II Contrafund Portfolio. FMR is the management arm of Fidelity
Investments. Fidelity Investment has its principal business address at 82
Devonshire Street, Boston, MA 02109.
Fidelity Management & Research (U.K.) Inc. in London, England, and Fidelity
Management & Research (Far East) Inc., in Tokyo, Japan, assist FMR with foreign
investments. They each serve as subadvisors for Fidelity's VIP II Contrafund
Portfolio.
Fidelity's VIP II Contrafund Portfolio. Fidelity's VIP II Contrafund Portfolio
seeks long term capital appreciation by investing in the securities of companies
whose value is not fully recognized by the public.
Investment Choices 13
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There is no assurance that the funds will achieve their stated objective. The
fund prospectuses contain more detailed information about the funds. Current
copies of the fund prospectuses are attached to this prospectus. You should
read the information contained in the funds' prospectuses carefully before
investing.
The Fixed Accounts
We offer three fixed accounts as investment options--two fixed accounts for
Dollar Cost Averaging (the "DCA Fixed Accounts"), each with a different maximum
term, and The Fixed Account (collectively, "the fixed accounts"). The fixed
accounts are investment options within our general account.
Amounts that you allocate to the fixed accounts become part of our general
account assets and are subject to the claims of all our creditors. All of our
general account assets will be available to fund benefits under a certificate.
You do not participate in the investment performance of the assets in the fixed
accounts. Instead, we credit your certificate with interest at a specified rate
that we declare in advance. We guarantee this rate will be at least 3% per
year. We may credit a higher rate of interest at our discretion.
DCA Fixed Accounts. Each DCA Fixed Account is a fixed account from which assets
are systematically transferred to any fund(s). During the accumulation phase,
you may choose to have your purchase payments allocated to a DCA Fixed Account
for the period of the DCA Fixed Account Term (DCA Term). Your election must be
in writing.
Currently, you have a choice of two DCA Fixed Accounts:
(a) DCA Fixed Account with a DCA Term of 6 months; or
(b) DCA Fixed Account with a DCA Term of 12 months.
To the extent permitted by law, we reserve the right to change the duration of
the DCA Terms in the future. You may participate in one DCA Fixed Account at a
time.
We will only accept a purchase payment as of the beginning of a DCA Term. We
will only accept a new purchase payment of at least $5,000. Purchase payments
which originate from any contract, certificate or policy issued by us or any of
our affiliates cannot be allocated to a DCA Fixed Account. You cannot transfer
current certificate values to a DCA Fixed Account. We reserve the right to
reject purchase payments.
We make scheduled monthly transfers from the DCA Fixed Account according to the
rules of our Dollar Cost Averaging Program. You may not make unscheduled
transfers or take partial withdrawals from the DCA Fixed Account.
We reserve the right to assess a fee for processing transactions under the DCA
Fixed Account.
If you elect to make an allocation to a DCA Fixed Account at a time when your
annuity date would be less than your elected DCA Term, the expiration of your
DCA Term will be your annuity date. No amounts will remain in the DCA Fixed
Account after the expiration of the DCA Term. We guarantee the interest rate
for the full DCA Term.
The Fixed Account. You may allocate purchase payments to The Fixed Account.
You can also make transfers of your certificate value into or out of The Fixed
Account, subject to certain limitations.
Investment Choices 14
<PAGE>
Certificate Value
Your certificate value is the sum of your value in the separate account and the
fixed account(s).
Your value in the separate account will vary depending on the investment
performance of the funds you choose. In order to keep track of your certificate
value, we use a unit of measure called an accumulation unit. During the income
phase of your certificate we call the unit an annuity unit.
Accumulation Units
Every business day we determine the value of an accumulation unit for each of
the funds. Changes in the accumulation unit value reflect the investment
performance of the fund as well as deductions for insurance and other charges.
The value of an accumulation unit may go up or down from business day to
business day.
The Statement of Additional Information contains more information on the
calculation of the accumulation unit value.
When you make a purchase payment, we credit your certificate with accumulation
units. We determine the number of accumulation units to credit by dividing the
amount of the purchase payment allocated to a fund by the value of the
accumulation unit for that fund. When you make a withdrawal, we deduct from
your certificate accumulation units representing the withdrawal amount.
We calculate the value of an accumulation unit for each investment portfolio
after the New York Stock Exchange closes each business day. Any change in the
accumulation unit value will be reflected in your certificate value.
Example:
On Monday we receive an additional purchase payment of $5,000 from you. You
have told us you want this to go to the Oppenheimer Money Fund/VA. When the New
York Stock Exchange closes on that Monday, we determine that the value of an
accumulation unit for the Oppenheimer Money Fund/VA is $13.90. We then divide
$5,000 by $13.90 and credit your certificate on Monday night with 359.71
accumulation units for the Oppenheimer Money Fund/VA.
Transfers
You can transfer all or part of your certificate value. You can make transfers
by telephone, internet or by other means we authorize. To make transfers other
than by telephone or internet, you must submit a written request. If you own
the certificate with a joint participant, we will accept transfer instructions
from either you or the other participant, unless we are instructed otherwise.
We will use reasonable procedures to confirm that instructions given to us are
genuine. We may be liable for any losses due to unauthorized or fraudulent
instructions, if we fail to use such procedures. We may tape record all
telephone instructions.
Your transfer is effective on the business day we receive your request at our
Annuity Service Center. Our business day closes when the New York Stock
Exchange closes, usually 4:00 p.m. Eastern time. If we receive your transfer
request at our Annuity Service Center on a non-business day or after our
business day closes, your transfer request will be effective on the next
business day.
Transfers During the Accumulation Phase
You may transfer all or part of your assets in a fund or The Fixed Account. You
can make a transfer to or from The Fixed Account and to or from any fund. You
can make 12 transfers every calendar year during the accumulation phase without
charge. If you make more than 12 transfers in a year, we reserve the right to
deduct a transfer fee. The fee is $20 per transfer or, if less, 2% of the
amount you transfer. The following rules apply to any transfer during the
accumulation phase:
(1) The minimum amount which you can transfer is:
Certificate Value 15
<PAGE>
. $1,000; or
. the entire value in a fund or The Fixed Account, if less.
After a transfer, the minimum amount which must remain in the fund is
$1,000 unless you transfer the entire fund value. We waive these
requirements if the transfer is made in connection with the Rebalancing
Program.
(2) You must clearly indicate the amount and investment choices from and to
which you wish to transfer.
(3) During any certificate year, we limit transfers out of The Fixed Account to
30% of your certificate value in The Fixed Account as of the end of the
previous certificate year. We measure a certificate year from the
anniversary of the day we issued your certificate. Transfers out of The
Fixed Account are done on a first-in, first-out basis. In other words,
amounts attributed to the oldest purchase payments are transferred first;
then amounts attributed to the next oldest purchase payment are
transferred; and so on.
(4) We do not allow transfers between competing accounts. For this purpose, we
consider The Fixed Account and the Oppenheimer Money Fund/VA "competing
accounts." We restrict other transfers involving any competing account for
certain periods:
. for a period of 90 days following a transfer out of a competing account,
you may not transfer into the other competing account.
. for a period of 90 days following a transfer into a competing account,
you may not transfer out of the other competing account.
(5) We do not count transfers made as part of the Dollar Cost Averaging Program
or the Rebalancing Program in determining the number of transfers you make
in a year.
Transfers During the Income Phase
You may make 6 transfers between the funds each calendar year without incurring
a fee. You cannot transfer certificate value from the general account to a
fund, but you can transfer certificate value from one or more funds to the
general account once a certificate year. The minimum amount which you can
transfer is $1,000 or your entire interest in the fund, if less. After a
transfer, the minimum amount which must remain in a fund is $1,000 unless you
have transferred the entire value.
We have the right to terminate or modify these transfer provisions.
Dollar Cost Averaging Program
The Dollar Cost Averaging Program allows you to systematically transfer a set
amount from a selected fund to any of the other funds. By allocating amounts on
a regular schedule as opposed to allocating the total amount at one particular
time, you may be less susceptible to the impact of market fluctuations. The
Dollar Cost Averaging Program is available only during the accumulation phase.
Dollar Cost Averaging does not assure a profit and does not protect you against
loss in declining markets. Since Dollar Cost Averaging involves continuous
investment in securities regardless of fluctuating price levels of such
securities, you should consider your financial ability to continue the Dollar
Cost Averaging Program through periods of fluctuating price levels. The minimum
amount you can transfer is $250.
The minimum duration of participation in any Dollar Cost Averaging Program is
currently 6 months. You can choose the frequency at which the Dollar Cost
Averaging transfers are to be made, i.e., monthly, quarterly, semi-annually or
annually. You will also choose the specific date when the first Dollar Cost
Averaging transfer is made. However, if you select a date that is less than 5
business days from the date the election form is received at our Annuity Service
Center, we may defer the first transfer for one month. If you do not select a
start date, we will automatically start the Dollar Cost Averaging
Certificate Value 16
<PAGE>
Program within 5 business days from the date we receive your election form. You
may make changes to your selection, including termination of the program, by
written request.
If you participate in the Dollar Cost Averaging Program, we do not take the
transfers made under the program into account in determining any transfer fee.
We consider each DCA Fixed Account to be a Dollar Cost Averaging Program. You
can only participate in one Dollar Cost Averaging Program at a time. Further,
if you are participating in the Dollar Cost Averaging Program you cannot also
participate in the Rebalancing Program or a DCA Fixed Account.
The Dollar Cost Averaging option will terminate:
. if you withdraw your total certificate value;
. upon your death or the annuitant's death;
. if the last transfer you selected has been made;
. if there is insufficient certificate value to make the transfer; or
. if we receive from you a written request to terminate the program at our
Annuity Service Center at least 5 business days prior to the next transfer
date.
We currently do not charge you for participation in the Dollar Cost Averaging
Program. However, we reserve the right to charge for this feature in the
future. We have the right to modify, terminate or suspend any Dollar Cost
Averaging Program.
Automatic Rebalancing Program
Over time, the performance of each fund may cause your allocation to shift from
your original allocation. You can direct us to automatically rebalance your
certificate to return to your original percentage allocations by selecting our
Rebalancing Program. You can tell us whether to rebalance monthly, quarterly,
semi-annually or annually. The Rebalancing Program is available only during the
accumulation phase. If you participate in the Rebalancing Program, the transfers
made under the program are not taken into account in determining any transfer
fee.
You cannot participate in the Rebalancing Program if you have purchase payments
allocated to the fixed accounts. You cannot participate in the Rebalancing
Program if you are participating in a Dollar Cost Averaging Program.
You can terminate the Rebalancing Program at anytime by giving us written
notice. Any unscheduled transfer request will automatically terminate the
Rebalancing Program election.
Example:
Assume that you want your initial purchase payment split between 2 funds. You
want 40% to be in the MML Managed Bond Fund and 60% to be in the Panorama Growth
Portfolio. Over the next 2 1/2 months the bond market does very well while the
stock market performs poorly. At the end of the first quarter, the MML Managed
Bond Fund now represents 50% of your holdings because of its increase in value.
If you had chosen to have your holdings rebalanced quarterly, on the first day
of the next quarter, we would sell some of your units in the MML Managed Bond
Fund to bring its value back to 40% and use the money to buy more units in the
Panorama Growth Portfolio to increase those holdings to 60%.
Withdrawals
During the accumulation phase you may make either partial or total withdrawals
of your certificate value. Your withdrawal is effective on the business day we
receive your written request at our Annuity Service Center. If we receive your
written request at our Annuity Service Center on a non-business day or after
our business day closes, your withdrawal request will be effective on the next
business day. We will pay any withdrawal amount within 7 days of our receipt of
your fully completed written request at our Annuity Service Center unless we are
required to suspend or postpone withdrawal payments.
Unless you instruct us otherwise, we will take any partial withdrawal
proportionally from your certificate value in the funds and The Fixed Account.
You must withdraw at least $250 or the entire value in a fund or The Fixed
Account, if less. We require that after you make a partial withdrawal you keep
at least $25,000 in your certificate, unless you are taking distributions as
Certificate Value 17
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required by the Internal Revenue Code or receiving payments under the Systematic
Withdrawal Program.
When you make a total withdrawal you will receive the value of your certificate:
. less any applicable premium tax;
. less any certificate maintenance charge; and
. less any purchase payments we credited to your certificate that have not
cleared the bank, until they clear the bank.
Systematic Withdrawal Program
This program provides for an automatic monthly, quarterly, semi-annual or annual
payment to you from your certificate of at least $250. Your certificate value
must be at least $25,000 to initiate the withdrawal plan. Currently, we do not
have a charge for this program, but we reserve the right to charge in the
future.
Your systematic withdrawal program will begin on the start date you selected as
long as we receive a fully completed written request at our Annuity Service
Center at least 5 business days before the start date you selected. We may
defer the start of your systematic withdrawal program for one month if the start
date you selected is less than 5 business days after we receive your written
request. If you do not select a start date, we will automatically begin
systematic withdrawals within 5 business days after we receive your request.
Your request must be in writing.
If you are participating in the Automatic Investment Plan you cannot also
participate in the Systematic Withdrawal Program. If you terminate your
Systematic Withdrawal Program from The Fixed Account, you may not elect a new
program involving withdrawals from The Fixed Account for 6 months.
Your systematic withdrawal program ends:
. if you withdraw your total certificate value;
. upon your death or the annuitant's death;
. if we process the last withdrawal you selected;
. if your value in a selected fund or The Fixed Account is insufficient to
complete the withdrawal;
. if you begin receiving annuity payments; or
. if you give us a written request to terminate your program. We must receive
your request at least 5 business days before the next withdrawal date.
Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.
Certificate Value 18
<PAGE>
Expenses
There are charges and other expenses associated with the certificates that
reduce the return on your investment in the certificate. These charges and
expenses are:
Insurance Charges
Each business day we deduct our insurance charges from the assets of the
separate account. We do this as part of our calculation of the value of the
accumulation units and the annuity units. The insurance charge has two parts:
(1) the mortality and expense risk charge and (2) the administrative charge.
Mortality and Expense Risk Charge
The mortality and expense risk charge is for:
. the mortality risk associated with the insurance benefits provided, including
our obligation to make annuity payments after the annuity date regardless of
how long all annuitants live, the death benefits, and the guarantee of rates
used to determine your annuity payments during the income phase; and
. the expense risk that the current charges will be insufficient to cover the
actual cost of administering the certificate.
For certificate years 1 through 10, the mortality and expense risk charge is
currently equal, on an annual basis, to 1.34% of the daily value of the assets
invested in each fund, after fund expenses are deducted. For certificate years
11 and after, this charge currently equals to 1.09%.
We may increase the mortality and expense risk charge, but it will not exceed
1.50% in certificate years 1 through 10, or 1.35% in certificate years 11 and
after.
Administrative Charge
This charge reimburses us for the expenses associated with the administration of
the certificate and the separate account. Some of these expenses are:
preparation of the certificate, confirmations, annual reports and statements,
maintenance of certificate records, personnel costs, legal and accounting fees,
filing fees, and computer and systems costs.
Currently this charge is equal, on an annual basis, to 0.15% of the daily value
of the assets invested in each fund, after fund expenses are deducted. This
charge is guaranteed not to be greater than 0.25%.
Annual Certificate Maintenance Charge
At the end of each certificate year, we deduct $40 from your certificate as an
annual certificate maintenance charge. We may increase this charge, but it will
not exceed $60. If we increase this charge, we will give you 90 days prior
notice. Currently, we will not deduct this charge if, when we are to make the
deduction, the value of your certificate is $100,000 or more. Subject to state
regulations, we will deduct the annual certificate maintenance charge
proportionately from the investment choices you have selected.
If you make a total withdrawal of your certificate, and the certificate value is
less than $100,000, we will deduct the full annual certificate maintenance
charge. If your certificate enters the income phase on a date other than its
certificate anniversary and the certificate value is less than $100,000, we will
deduct a pro rata portion of the charge. During the income phase, we will
deduct the annual certificate maintenance charge pro rata from each payment
regardless of the certificate value.
Premium Taxes
Some states and other governmental entities charge premium taxes or similar
taxes. We are responsible for the payment of these taxes and will make a
deduction from your certificate value for them. Some of these taxes are due
when your certificate is issued, others are due when annuity payments begin.
Currently we do not charge you
Expenses 19
<PAGE>
for these taxes until you begin receiving annuity payments or you make a total
withdrawal. We may discontinue this practice and assess the charge when the tax
is due. Premium taxes generally range from 0% to 3.5%, depending on the state.
Transfer Fee
During the accumulation phase, you can make 12 free transfers every calendar
year. If you make more than 12 transfers a calendar year, we reserve the right
to deduct a transfer fee of $20 or 2% of the amount that is transferred,
whichever is less.
If you request to transfer a dollar amount, we will deduct any transfer fee from
the amount transferred. If you request to transfer a percentage of your value
in an investment choice, we will deduct any transfer fee from the amount
remaining in the investment choice. If you transfer the entire amount in an
investment choice, we will deduct the transfer fee from the amount you transfer.
During the income phase, we allow 6 transfers and they are not subject to a
transfer fee. We consider all transfers made on one business day as one
transfer.
Income Taxes
We will deduct from the certificate any income taxes which we incur because of
the operation of the separate account. At the present time, we are not making
any such deductions. We will deduct any withholding taxes required by law.
Fund Expenses
There are deductions from and expenses paid out of the assets of the various
funds, which are described in the attached fund prospectuses. We may enter into
certain arrangements under which we are reimbursed by the funds' advisors,
distributors and/or affiliates for the administrative service that we provide.
Expenses 20
<PAGE>
The Income Phase
If you want to receive regular income from your annuity, you can choose to
receive fixed and/or variable annuity payments under one of six options. You
can choose the month and year in which those payments begin. We call that date
the annuity date. Your annuity date must be the first day of a calendar month.
According to your certificate, your annuity date cannot be earlier than 5 years
after you buy the certificate. However, we currently allow you to select an
annuity date that is at least 1 year after you buy the certificate.
You choose your annuity date when you purchase your certificate. You can change
it at any time before the annuity date provided you give us 30 days written
notice. If you do not choose an annuity option, we will assume that you
selected Option B with 10 years of payments guaranteed.
Annuity payments must begin by the earlier of:
(1) The annuitant's 90th birthday or the 90th birthday of the oldest joint
annuitant;
(2) Your 90th birthday if you are not the annuitant or the 90th birthday of the
oldest joint participant; or
(3) The latest age permitted under state law.
We make annuity payments based on the age and sex of the annuitant under all
options except Option E. We may require proof of age and sex before annuity
payments begin.
At the annuity date, you have the same fund choices that you had in the
accumulation phase. You can choose whether payments will be fixed, variable, or
a combination of both. If you do not tell us otherwise, we will base your
annuity payments on the investment allocations that are in place on the annuity
date. Therefore, any amounts in the funds will be applied to a variable payout
and any amounts in The Fixed Account will be applied to a fixed payout.
If your certificate value is less than $2,000 on the annuity date, we reserve
the right to pay you a lump sum rather than a series of annuity payments. If
any annuity payment is less than $100, we reserve the right to change the
payment basis to equivalent less frequent payments.
In order to avoid adverse tax consequences, you should begin to take
distributions at least equal to the minimum amount required by the Internal
Revenue Service, no later than the required beginning date. If your certificate
is an IRA that date should be no later than April 1st of the calendar year after
the year you reach age 70 1/2. For qualified plans, that date is no later than
April 1st of the calendar year after the later of (a) the calendar year in which
you retire or (b) the year in which you attain age 70 1/2.
Fixed Annuity Payments
If you choose fixed payments, the payment amount will not vary. The payment
amount will depend upon the following 5 things:
. the value of your certificate on the annuity date;
. the deduction of premium taxes, if applicable;
. the deduction of the annual certificate maintenance charge;
. the annuity option you select; and
. the age and sex of the annuitant (and the age and sex of the joint annuitant,
if any).
Variable Annuity Payments
If you choose variable payments, the payment amount will vary with the
investment performance of the funds. The first payment amount will depend on
the following 6 things:
. the value of your certificate on the annuity date;
. the deduction of premium taxes, if applicable;
. the deduction of the annual certificate maintenance charge;
The Income Phase 21
<PAGE>
. the annuity option you select;
. the age and sex of the annuitant (and the age and sex of the joint annuitant,
if any); and
. an assumed investment rate (AIR) of 4% per year.
Future variable payments will depend on the performance of the funds you
selected. If the actual performance exceeds the 4% assumed investment rate plus
the deductions for expenses, your annuity payments will increase. Similarly, if
the actual rate is less than 4% plus the amount of the deductions, your annuity
payments will decrease.
Annuity Unit Value
In order to keep track of the value of your variable annuity payment, we use a
unit of measure called an annuity unit. We calculate the number of your annuity
units at the beginning of the income phase. During the income phase, the number
of annuity units will not change. However, the value of your annuity units will
change to reflect the investment performance of the funds you selected. The
Statement of Additional Information contains more information on how annuity
payments and annuity unit values are calculated.
Annuity Options
The following annuity options are available for fixed or variable payments.
After annuity payments begin, you cannot change the annuity option or the
frequency of annuity payments. In addition, during the income phase we do not
allow withdrawals.
Annuity Option A - Life Income. Under this option we make periodic payments as
long as the annuitant is alive. After the annuitant dies we stop making
payments.
Annuity Option B - Life Income with Period Certain. We will make periodic
payments for a guaranteed period, or as long as the annuitant lives, whichever
is longer. The guaranteed period may be 5, 10 or 20 years. If the beneficiary
chooses, he/she may elect a lump sum payment equal to the present value of the
remaining guaranteed annuity payments.
Annuity Option C - Joint and Last Survivor Payments. We will make periodic
payments during the joint lifetime of 2 annuitants. When one dies, we will
continue making these payments to the survivor as if both annuitants were alive.
We will not make payments after both annuitants have died.
Annuity Option D - Joint and 2/3 Survivor Annuity. We will make periodic
payments during the joint lifetime of 2 annuitants. We will continue making
payments during the lifetime of the surviving annuitant. We will compute these
payments for the surviving annuitant on the basis of two-thirds of the annuity
payment (or units) in effect during the joint lifetime. We will not make
payments after both annuitants have died.
Annuity Option E - Period Certain. We will make periodic payments for a
specified period. The specified period must be at least 5 years and cannot be
more than 30 years. In most states, if you do not want payments to continue for
the remainder of the specified period, you may elect to have an amount equal to
the present value of the remaining guaranteed annuity payments paid as a lump
sum or applied to another annuity option.
Annuity Option F - Special Income Settlement Agreement. We will pay you in
accordance with terms agreed upon in writing by both you and us.
The Income Phase 22
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Death Benefit
Death Of Participant During The Accumulation Phase
If you or the joint participant dies during the accumulation phase, we will pay
a death benefit to your primary beneficiary. If the joint participant dies, we
will treat the surviving joint participant, if any, as the primary beneficiary.
We will treat any other beneficiary designation on record at the time of death
as a contingent beneficiary.
Your beneficiary may request that the death benefit be paid under one of the
death benefit options. If the beneficiary is your spouse, he or she may elect to
become the participant of the certificate at the then current certificate value,
which may be less than the death benefit. If joint participants die
simultaneously, the death benefit will become payable.
You may choose from three death benefits:
. Basic death benefit; or
. Reset death benefit; or
. Ratchet death benefit.
You will automatically receive the basic death benefit unless you select one of
the other two death benefits. However, if you are age 80 or over when we issue
your certificate, the reset death benefit is not available. Therefore, you will
automatically receive the basic death benefit unless you select the ratchet
death benefit.
If you choose either the reset death benefit or the ratchet death benefit, you
will pay an additional charge. You must elect your death benefit at time of
issue and cannot change your choice once you elect it.
If the certificate is owned by a non-natural person, participant means annuitant
for purposes of determining the death benefit amount.
Death Benefit Amount During The Accumulation Phase
Basic Death Benefit
You will automatically receive the basic death benefit unless you select one of
the other two death benefits. The basic death benefit before you or the oldest
joint participant reaches age 80 will be the greater of:
(1) your purchase payments, less any withdrawals and any applicable charges; or
(2) your certificate value as of the business day we receive proof of death at
our annuity service center and election of the payment method.
If you or the oldest joint participant reaches age 80, the basic death benefit
is your certificate value as of the business day we receive proof of death at
our Annuity Service Center and election of the payment method.
Reset Death Benefit
If you choose the reset death benefit, and before the date you or the oldest
joint participant reaches age 75, the death benefit will be the greater of:
(1) your purchase payments, less any withdrawals and any applicable charges; or
(2) your certificate value as of the business day we receive proof of death at
our Annuity Service Center and election of the payment method; or
(3) your certificate value on the most recent 3 year certificate anniversary,
plus any subsequent purchase payments, less any subsequent withdrawals,
including any applicable charges. Your first certificate anniversary is
one calendar year from the date we issued your certificate.
Death Benefit 23
<PAGE>
If you choose the reset death benefit, and you or the oldest joint participant
reaches age 75, the death benefit will be the greater of:
(1) your purchase payments, less any withdrawals and any applicable charges; or
(2) your certificate value as of the business day we receive proof of death at
our Annuity Service Center and election of the payment method; or
(3) your certificate value on the most recent 3 year certificate anniversary
prior to the participant or the oldest joint participant reaching age 75,
plus any subsequent purchase payments, less any subsequent withdrawals,
including any applicable charges. Your first certificate anniversary is
one calendar year from the date we issued your certificate.
We will deduct a quarterly charge for the reset death benefit from the value of
the assets in the investment choices. This charge is currently 0.10% on an
annual basis of the daily value of the assets invested in the investment
choices. We will deduct this charge proportionately from the investment choices
you have selected. This charge is guaranteed not to exceed 0.20%.
Ratchet Death Benefit
If you choose the ratchet death benefit, the death benefit will be the greater
of:
(1) your certificate value as of the business day we receive proof of death at
our Annuity Service Center and election of the payment method; or
(2) the annual ratchet death benefit amount.
We calculate the annual ratchet death benefit amount as follows:
When we issue your certificate, the annual ratchet death benefit is equal to
your initial purchase payment. Thereafter, and prior to the date you, or the
oldest joint participant or the annuitant if the certificate is owned by a non-
natural entity reaches age 80, we will calculate the ratchet death benefit:
a. when you make a purchase payment; and
b when you make a partial withdrawal; and
c. on your certificate anniversary.
a. You will increase your ratchet death benefit if you make a purchase
payment. If you make a subsequent purchase payment, the annual ratchet death
benefit is equal to the most recently calculated annual ratchet death benefit
plus the additional purchase payment.
b. You will decrease your ratchet death benefit if you make a partial
withdrawal. If you make a withdrawal, the annual ratchet death benefit is
equal to the most recently calculated annual ratchet death benefit, minus a
withdrawal amount. We calculate the withdrawal amount as follows:
. divide the amount withdrawn by the most recent certificate value; and
. multiply it by the most recent annual ratchet death benefit.
c. On your certificate anniversary, the annual ratchet death benefit is equal
to the greater of your certificate value or the most recently calculated annual
ratchet death benefit.
If you do not make any additional purchase payments or any withdrawals, the
annual ratchet death benefit will be the greatest of all certificate anniversary
certificate values on or prior to the date we calculate the death benefit.
When you, or the oldest joint participant, or the annuitant if the certificate
is owned by a non-natural entity, reaches age 80, the death benefit is the
greater of:
(1) your certificate value as of the business day we receive proof of death at
our Annuity Service Center and election of the payment method; or
(2) the annual ratchet death benefit amount calculated on the certificate
anniversary just prior to age 80, and adjusted for subsequent purchase
payments and/or partial withdrawals in the same manner as described under
(a) and (b) above.
Death Benefit 24
<PAGE>
We will deduct a quarterly charge for the ratchet death benefit from the value
of the assets in the investment choices. This charge is currently 0.25% on an
annual basis of the daily value of the assets invested in the investment
choices. We will deduct this charge proportionately from the investment choices
you have selected. This charge is guaranteed not to exceed 0.35% if you were
age 60 or less when we issued your certificate; 0.50% if you were age 61 through
age 70 when we issued your certificate; or 0.70% if you were age 71 and older
when we issued your certificate.
Death Benefit Payment Options During The Accumulation Phase
A beneficiary who is not your surviving spouse must elect to receive the death
benefit under one of the following payment options, in the event you die during
the accumulation phase.
Option 1 - lump sum payment of the death benefit; or
Option 2 - the payment of the entire death benefit within 5 years of the date of
death; or
Option 3 - payment of the death benefit under an annuity option over the
lifetime of the beneficiary or over a period not extending beyond the life
expectancy of the beneficiary with distribution beginning within 1 year of the
date of your death or any joint participant.
If a lump sum payment is requested, we will pay the amount within 7 days after
we receive due proof of death and other necessary information at our Annuity
Service Center unless we are required to suspend or delay payment. Payment to
the beneficiary, in any form other than a lump sum, may only be elected during
the 60-day period beginning with the date of receipt by us of proof of death.
Death Of Participant During The Income Phase
If you or the joint participant dies during the income phase, but the annuitant
is still alive, we will pay the remaining payments under the annuity option
elected at least as rapidly as under the method of distribution in effect at the
time of your death.
Death Of Annuitant
If the annuitant, who is not the participant or joint participant, dies during
the accumulation phase, you can name a new annuitant subject to the underwriting
rules we have in effect at the time. If you do not name an annuitant within 30
days of the death of the annuitant, you will become the annuitant. However, if
the participant is a non-natural person we will treat the death of the annuitant
as the death of the participant, and you may not name a new annuitant.
Upon the death of the annuitant on or after the annuity date, the death benefit,
if any, is as specified in the annuity option elected. We will pay death
benefits at least as rapidly as under the method of distribution in effect at
the annuitant's death.
Death Benefit 25
<PAGE>
Taxes
NOTE: We have prepared the following information on taxes as a general
discussion of the subject. It is not intended as tax advice to any individual.
You should consult your own tax adviser about your own circumstances. We have
included in the Statement of Additional Information an additional discussion
regarding taxes.
Annuity Certificates In General
Annuity certificates are a means of setting aside money for future needs -
usually retirement. Congress recognized how important saving for retirement was
and provided special rules in the Internal Revenue Code (Code) for annuities.
Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your annuity certificate until you take the money out. This is
referred to as tax deferral. There are different rules as to how you are taxed
depending on how you take the money out and the type of certificate - qualified
or non-qualified (see following sections).
You, as the participant of a non-qualified annuity, will generally not be taxed
on increases in the value of your certificate until a distribution occurs -
either as a withdrawal or as annuity payments. When you make a withdrawal, you
are taxed on the amount of the withdrawal that is earnings. For annuity
payments, different rules apply. A portion of each annuity payment is treated as
a partial return of your purchase payments and is not taxed. The remaining
portion of the annuity payment is treated as ordinary income. How the annuity
payment is divided between taxable and non-taxable portions depends upon the
period over which the annuity payments are expected to be made. Annuity payments
received after you have recovered all of your purchase payments are fully
includible in income.
When a non-qualified certificate is owned by a non-natural person (e.g.,
corporation or certain other entities other than a trust holding the certificate
as an agent for a natural person), the certificate will generally not be treated
as an annuity for tax purposes.
Qualified And Non-Qualified Certificates
If you purchase the certificate as an individual and not under any pension plan,
specially sponsored program or an individual retirement annuity, your
certificate is referred to as a non-qualified certificate.
If you purchase the certificate under a pension plan, specially sponsored
program, or an individual retirement annuity, your certificate is referred to as
a qualified certificate. Examples of qualified plans are: deductible and non-
deductible Individual Retirement Annuities (IRAs), and pension and profit-
sharing plans, which include 401(k) plans and H.R. 10 Plans.
Withdrawals - Non-Qualified Certificates
The Code treats any withdrawals (1) allocable to purchase payments made after
August 13, 1982 in an annuity contract entered into prior to August 14, 1982 and
(2) from an annuity contract entered into after August 14, 1982, as first coming
from earnings and then from your purchase payments. The withdrawn earnings are
includible in income.
The Code also provides that any amount received under an annuity certificate
which is included in income may be subject to a penalty. The amount of the
penalty is equal to 10% of the amount that is includible in income. Some
withdrawals may be exempt from the penalty. They include any amounts:
(1) paid on or after you reach age 59 1/2;
(2) paid to your beneficiary after you die;
(3) paid if you become totally disabled (as that term is defined in the Code);
(4) paid in a series of substantially equal payments made annually (or more
frequently) for life or your life expectancy or for the joint life
expectancies of you and your designated beneficiary;
Taxes 26
<PAGE>
(5) paid under an immediate annuity; or
(6) which come from purchase payments made before August 14, 1982.
Withdrawals - Qualified
Certificates
If you have no cost basis for your interest in a qualified certificate, the full
amount of any distribution is taxable to you as ordinary income. If you do have
a cost basis for your interest, a portion of the distribution is taxable,
generally based on the ratio of your cost basis to your total certificate value.
Special tax rules may be available for certain distributions from a qualified
certificate.
Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of
any distribution from qualified retirement plans, including certificates issued
and qualified under Code Sections 401 (Pension and Profit-Sharing Plans), 408
(Individual Retirement Annuities - IRAs), and 408A (Roth IRAs). Exceptions from
the penalty tax are as follows:
. distributions made on or after you reach age 59 1/2;
. distributions made after your death or disability (as defined in Code Section
72(m)(7);
. after separation from service, distributions that are part of substantially
equal periodic payments made not less frequently than annually for your life
(or life expectancy) or the joint lives (or joint life expectancies) of you
and your designated beneficiary (in applying this exception to distributions
from IRAs, a separation from service is not required);
. distributions made after separation of service if you have reached age 55
(not applicable to distributions from IRAs);
. distributions made to you up to the amount allowable as a deduction to you
under Code Section 213 for amounts you paid during the taxable year for
medical care;
. distributions made to an alternate payee pursuant to a qualified domestic
relations order (not applicable to distributions from IRAs);
. distributions from an IRA for the purchase of medical insurance (as described
in Code Section 213(d)(1)(D)) for you and your spouse and dependents if you
received unemployment compensation for at least 12 weeks and have not been
re-employed for at least 60 days);
. distributions from an IRA to the extent they do not exceed your qualified
higher education expenses (as defined in Code Section 72(t)(7) for the
taxable year; and
. distributions from an IRA which are qualified first-time home buyer
distributions (as defined in Code Section 72(t)(8)).
Generally, distributions from a qualified plan must begin no later than April
1st of the calendar year following the later of (a) the year in which you attain
age 70 1/2 or (b) the calendar year in which you retire. The date set forth in
(b) does not apply to an IRA. Required distributions do not apply to a Roth IRA
during your lifetime. Required distributions must be over a period not
exceeding your life expectancy or the joint lives or joint life expectancies of
you and your designated beneficiary. If required minimum distributions are not
made, a 50% penalty tax is imposed on the shortfall amount.
Withdrawals - Tax-Sheltered Annuities
The Code limits the withdrawal of purchase payments made by participants through
salary reductions from certain Tax-Sheltered Annuities. Withdrawals of salary
reduction amounts and their earnings can only be made when an participant:
(1) reaches age 59 1/2;
(2) leaves his/her job;
(3) dies;
(4) becomes disabled, as that term is defined in the Code; or
(5) in the case of hardship.
In the case of hardship, the participant can only withdraw the purchase payments
and not any earnings.
Taxes 27
<PAGE>
Any certificate value as of December 31, 1988 is not subject to these
restrictions. Additionally, return of "excess contributions" or amounts paid to
a spouse as a result of a qualified domestic relations order are not subject to
these restrictions.
Taxes 28
<PAGE>
Other Information
Performance
We may advertise certain performance-related information. This information
reflects historical performance and is not intended to indicate or predict the
future performance.
Standardized Total Returns
We will show standardized average annual total returns for sub-accounts that
have been in existence for more than one year. These returns assume you made a
single $1,000 payment at the beginning of the period and withdrew the entire
amount at the end of the period. The return reflects the annual certificate
maintenance charge and all other separate account and certificate level charges,
except premium taxes, if any.
If a sub-account has been in existence for less than one year, we will show the
aggregate total return. This assumes you made a single $1,000 payment at the
beginning of the period and withdrew the entire amount at the end of the period.
The return reflects the change in unit value.
Nonstandard Total Returns
We will also show total returns based on historical performance of the sub-
accounts and underlying funds. We may assume the certificates were in existence
prior to their inception date, which they were not. Total return percentages
include all fund level and separate account level charges. They do not include
a certificate maintenance charge, or premium taxes, if any. If these charges
were included, returns would be less than those shown.
Total Returns compare the value of an accumulation unit at the beginning of a
period with the value of an accumulation unit at the end of the period.
Average Annual Total Returns measure this performance over a period of time
greater than one year. Average annual total returns compare values over a given
period of time and express the percentage as an average annual rate.
Yield and Effective Yield
We may also show yield and effective yield for the Oppenheimer Money Fund/VA
over a seven-day period, which we then "annualize". This means that when we
calculate yield, we assume that the amount of money the investment earns for the
week is earned each week over a 52-week period. We show this as a percentage of
the investment. We calculate the "effective yield" similarly, but when we
annualize the amount, we assume the income earned is re-invested. Therefore,
the effective yield is slightly higher that the yield because of the compounding
effect.
Related Performance
Some of the funds available to you may be similar to mutual funds offered in the
retail marketplace. These funds generally have the same investment objectives,
policies and portfolio managers as the retail mutual funds and usually were
formed after the retail mutual funds. While these funds generally have
identical investment objectives, policies and portfolio managers, they are
separate and distinct from retail mutual funds. In fact, performance of these
funds may be dramatically different from the performance of the retail mutual
funds. This is due to differences in the funds' sizes, dates shares of stocks
are purchased and sold, cash flows and expenses. You should remember that
retail mutual fund performance is not the performance of the funds available in
this certificate and is not an indication of future performance of these funds.
Year 2000
Like other businesses and governments around the world, we could be adversely
affected if the computer systems used by us and those with which we do business
do not properly recognize the year 2000. This is commonly known as the "Year
2000 issue".
Other Information 29
<PAGE>
In 1996, we began an enterprise-wide process of identifying, evaluating and
implementing changes to computer systems and applications software to address
the Year 2000 issue on our behalf and on behalf of certain subsidiaries. We are
addressing the Year 2000 issue internally with modifications to existing
programs and conversions to new programs. We are also seeking assurances from
vendors, customers, service providers, governments and others with which we
conduct business, to determine their year 2000 readiness.
The costs related to the Year 2000 issue are currently being expensed, and when
measured against net gain from operations, are not material to us.
Distributors
MML Distributors, LLC (MML Distributors) serves as principal underwriter for the
certificates. MML Investors Services, Inc. (MMLISI) serves as co-underwriter
for the certificates. Their purpose as underwriters is to distribute the
certificates. MML Distributors and MMLISI are wholly owned subsidiaries of
MassMutual. Both are located at 1414 Main Street, Springfield, Massachusetts
01144-1013.
We will pay commissions to broker-dealers who sell the certificates. Currently,
we pay an amount up to 1% of purchase payments made the first certificate year.
Thereafter, we pay a maximum commission of 1.25% of the certificate value.
From time to time, MML Distributors may enter into special arrangements with
certain broker-dealers. These special arrangements may provide for the payment
of higher compensation to such broker-dealers for selling the certificates.
Electronic Transmission Of Application Information
Upon agreement with a limited number of broker-dealers, we will accept
electronic data transmissions of application information. Our Annuity Service
Center will accept this information at the time the initial purchase payment is
transmitted by wire. Please contact your representative for more information.
Assignment
You can assign the certificate at any time during your lifetime. We will not be
bound by the assignment until we receive written notice of the assignment. We
will not be liable for any payment or other action we take in accordance with
the certificate before we receive notice of the assignment. We are not
responsible for the validity of an assignment. You may be subject to tax
consequences if you assign your certificate.
If the certificate is issued pursuant to a qualified plan, there may be
limitations on your ability to assign the certificate. If you assign your
certificate, your rights may only be exercised with the consent of the assignee
of record. We require consent of any irrevocable beneficiary before we assign
proceeds.
Voting Rights
We are the legal owner of the fund shares. However, when a fund solicits proxies
in conjunction with a vote of shareholders, it is required to obtain from you
and other participants, instructions as to how to vote those shares. When we
receive those instructions, we will vote all of the shares, for which we have
not received voting instructions, in proportion to those instructions. This will
also include any shares that we own on our own behalf. If we determine that we
are no longer required to comply with the above, we will vote the shares in our
own right.
During the accumulation phase of your certificate and while the annuitant is
living, we determine the number of shares you may vote by dividing your
certificate value in each fund, if any, by $100. Fractional shares are counted.
During the income phase or after the annuitant dies, we determine the number of
shares you may vote based on our liability for future variable monthly annuity
payments.
Other Information 30
<PAGE>
Reservation of Rights
In addition to any other rights reserved under the certificate, we reserve the
right to:
. substitute another fund for one of the funds you selected;
. add or eliminate sub-accounts; and
. change the name of any sub-account and/or fund.
If we exercise any of these rights, we will receive prior approval from the
Securities and Exchange Commissions, if necessary. We will also give you notice
of our intent to exercise any of these rights.
Suspension Of Payments Or Transfers
We may be required to suspend or postpone payments for withdrawals or transfers
from the funds for any period when:
. the New York Stock Exchange is closed (other than customary weekend and
holiday closings); or
. trading on the New York Stock Exchange is restricted; or
. an emergency exists as a result of which disposal of shares of the funds is
not reasonably practicable or we cannot reasonably value the shares of the
funds; or
. during any other period when the Securities and Exchange Commission, by
order, so permits for your protection.
We reserve the right to defer payment for a withdrawal from The Fixed Account
for the period permitted by law but not for more than six months.
Legal Proceedings
We are currently not involved in any legal proceedings that might adversely
impact the certificates.
Financial Statements
We have included our financial statements in the Statement of Additional
Information.
Other Information 31
<PAGE>
Additional Information
For further information about the certificate, you may obtain a Statement of
Additional Information. You can call the telephone number indicated on the
cover page or you can write to us. For your convenience we have included a form
for that purpose.
The Table of Contents of this statement is as follows:
1. Company
2. Custodian
3. Assignment of Certificate
4. Distribution
5. Purchase of Securities Being Offered
6. Accumulation Units and Unit Value
7. Transfers During the Income Phase
8. Payment of Death Benefit
9. Annuity Payments
10. Matters Performance Measures
11. Federal Tax
12. Experts
13. Financial Statement
Other Information 32
<PAGE>
To: Massachusetts Mutual Life Insurance Company
Annuity Products, H565
P.O. Box 9067
Springfield, Massachusetts 01102-9067
Please send me a Statement of Additional Information for Massachusetts Mutual
Life Insurance Company's ___________.
Name
----------------------------------
Address
----------------------------------
----------------------------------
City State Zip
----------- --- ----------
Telephone
----------------------------------
<PAGE>
PART B
INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
________ VARIABLE ANNUITY
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
(Registrant)
STATEMENT OF ADDITIONAL INFORMATION
_______________________, 1999
This is not a prospectus. This Statement of Additional Information should be
read in conjunction with the prospectus dated _________________, 1999, for the
Individual Certificates issued under a Group Deferred Variable Annuity Contract
with Flexible Purchase Payments which are referred to herein.
For a copy of the prospectus call 1-800-366-8226 or write to: Massachusetts
Mutual Life Insurance Company, ________, Annuity Service Center, H565, P.O. Box
9067, Springfield, MA 01102-9067.
TABLE OF CONTENTS
Company.................................................................. 2
Custodian................................................................ 2
Assignment of Certificate................................................ 2
Distribution............................................................. 3
Purchase of Securities Being Offered..................................... 3
Accumulation Units and Unit Value........................................ 3
Transfers During The Income Phase........................................ 4
Payment of Death Benefit................................................. 4
Annuity Payments......................................................... 5
Performance Measures..................................................... 6
Federal Tax Matters...................................................... 6
Experts.................................................................. 13
Financial Statements........................................... final pages
1
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COMPANY
Massachusetts Mutual Life Insurance Company ("MassMutual"), 1295 State Street,
Springfield, Massachusetts, 01111, is a mutual life insurance company specially
chartered by the Commonwealth of Massachusetts on May 14, 1651. It is currently
licensed to transact life, accident, and health insurance business in all
states, the District of Columbia, Puerto Rico and certain provinces of Canada.
MassMutual had consolidated statutory assets in excess of $67 billion, and
estimated total assets under management of $176.8 billion as of December 31,
1998.
CUSTODIAN
The shares of the underlying funds purchased by the sub-accounts are held by
MassMutual as custodian of Massachusetts Mutual Variable Annuity Separate
Account 4 ("the separate account").
ASSIGNMENT OF CERTIFICATE
MassMutual will not be charged with notice of any assignment of a certificate or
of the interest of any beneficiary or of any other person unless the assignment
is in writing and MassMutual receives the original or a true copy thereof at its
Annuity Service Center. MassMutual assumes no responsibility for the validity
of any assignment.
While the certificates are generally assignable, all non-tax qualified
certificates must carry a non-transferability endorsement which precludes their
assignment. For qualified certificates, the following exceptions and provisions
should be noted:
(1) No person entitled to receive annuity payments under a certificate or
part or all of the certificate's value will be permitted to commute, anticipate,
encumber, alienate or assign such amounts, except upon the written authority of
the participant given during the annuitant's lifetime and received in good order
by MassMutual at its Annuity Service Center. To the extent permitted by law, no
certificate nor any proceeds or interest payable thereunder will be subject to
the annuitant's or any other person's debts, contracts or engagements, nor to
any levy or attachment for payment thereof;
(2) If an assignment of a certificate is in effect on the maturity date,
MassMutual reserves the right to pay to the assignee in one sum the amount of
the certificate's maturity value to which he is entitled, and to pay any balance
of such value in one sum to the participant, regardless of any payment options
which the participant may have elected. Moreover, if an assignment of a
certificate is in effect at the death of the annuitant prior to the maturity
date, MassMutual will pay to the assignee in one sum, the death benefit amount
which corresponds to the death benefit choice in effect at the time of the
annuitant's death. (See Death Benefit in the prospectus);
(3) Certificates used in connection with a tax-qualified retirement plan
must be endorsed to provide that they may not be sold, assigned or pledged for
any purpose unless they are owned by the trustee of a trust described in Section
401(a) or by the administrator of an annuity plan described under Section 403(a)
of the Code; and
(4) Certificates issued under a plan for an Individual Retirement Annuity
pursuant to Section 408 of the Code must be endorsed to provide that they are
non-transferable. Such certificates may not be sold, assigned, discounted, or
pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose by the Annuitant to any person or party
other than MassMutual, except to a former spouse of the annuitant in accordance
with the terms of a divorce decree or other written instrument incident to a
divorce.
Assignments may be subject to federal income tax.
2
<PAGE>
DISTRIBUTION
MML Distributors, LLC ("MML Distributors"), is the principal underwriter of the
certificates. MML Investors Services, Inc. ("MMLISI") serves as co-underwriter
of the certificates. Both MML Distributors and MMLISI are broker-dealers
registered with the Securities and Exchange Commission and members of the
National Association of Securities Dealers, Inc. MML Distributors and MMLISI
are indirect wholly-owned subsidiaries of MassMutual and affiliates of
MassMutual.
Pursuant to the Underwriting and Servicing Agreement, both MML Distributors and
MMLISI will receive compensation for their activities as underwriters for the
Separate Account. Commissions will be paid through MMLISI and MML Distributors
to agents and selling brokers for selling the Certificates.
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the Securities and Exchange Commission and are members
of the National Association of Securities Dealers, Inc. ("selling brokers").
Certificates are sold through agents who are licensed by state insurance
officials to sell the Certificates. These agents are also registered
representatives of selling brokers or of MMLISI.
MML Distributors does business under different variations of its name; including
the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma,
South Dakota, and Washington, and the name MML Distributors, Limited Liability
Company in the states of Maine, Ohio, and West Virginia.
The offering is on a continuous basis.
PURCHASE OF SECURITIES BEING OFFERED
MassMutual sells interests in the separate account to participants as
accumulation units. Charges associated with such securities are discussed in
the Expenses section of the prospectus. Any special purchase plan or exchange
program offered by this certificate is mentioned in prospectus.
ACCUMULATION UNITS AND UNIT VALUE
During the accumulation phase, accumulation units shall be used to account for
all amounts allocated to or withdrawn from the sub-accounts of the separate
account as a result of purchase payments, withdrawals, transfers, or fees and
charges. MassMutual will determine the number of accumulation units of a sub-
account purchased or canceled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the sub-account by the dollar value
of one accumulation unit of the sub-account as of the end of the business day
during which the transaction is received at the annuity service center.
The accumulation unit value for each sub-account was arbitrarily set initially
at $10. Subsequent accumulation unit values for each sub-account are determined
for each day in which the New York Stock Exchange is open for business
("business day") by multiplying the accumulation unit value for the immediately
preceding business day by the net investment factor for the sub-account for the
current business day.
The net investment factor for each sub-account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the funding vehicle or portfolio of a
funding vehicle held by the sub-account for the current business day; plus (ii)
any dividend per share declared on behalf of such funding vehicle or portfolio
of a funding vehicle that has an ex-dividend date within the current business
day; less (iii) the cumulative charge or credit for taxes reserved which is
determined by MassMutual to have resulted from the operation or maintenance of
the sub-account.
B is the net asset value per share of the funding vehicle or portfolio held by
the sub-account for the immediately preceding business day.
3
<PAGE>
C is the cumulative charge for the mortality and expense risk charge and for the
administrative charge.
The accumulation unit value may increase or decrease from business day to
business day.
TRANSFERS DURING THE INCOME PHASE
Transfers of annuity reserves between sub-accounts will be made by converting
the number of annuity units attributable to the annuity reserves being
transferred to the number of annuity units of the sub-account to which the
transfer is made, so that the next annuity payment if it were made at that time
would be the same amount that it would have been with out the transfer.
Thereafter, annuity payments will reflect changes in the value of the new
annuity units.
The amount transferred to the general account from a sub-account will be based
on the annuity reserves for the participant in that sub-account. Transfers to
the general account will be made by converting the annuity units being
transferred to purchase fixed annuity payments under the annuity option in
effect and based on the age of the annuitant at the time of the transfer.
See the Transfers During the Income Phase section in the prospectus for more
information about transfers during the income phase.
PAYMENT OF DEATH BENEFIT
MassMutual will require due proof of death before any death benefit is paid. Due
proof of death will be:
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the finding of
death; or
3. any other proof satisfactory to MassMutual.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
The beneficiary designation in effect on the date we issue the certificate will
remain in effect until changed. Unless the participant provides otherwise, the
death benefit will be paid in equal shares to the beneficiary(ies) as follows:
1. to the primary beneficiary(ies) who survive the participant's and/or the
annuitant's death, as applicable; or if there are none
2. to the contingent beneficiary(ies) who survive the participant's and/or the
annuitant's death, as applicable; or if there are none
3. to the estate of the participant.
You may name an irrevocable beneficiary(ies). In that case, a change of
beneficiary requires the consent of any irrevocable beneficiary. If an
irrevocable beneficiary is named, the participant retains all other rights.
See the Death Benefit section in the prospectus for more information on death
benefits.
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ANNUITY PAYMENTS
A variable annuity payment is an annuity with payments which; (1) are not
predetermined as to dollar amount; and (2) will vary in amount with the net
investment results of the applicable sub-accounts of the separate account.
Annuity payments also depend upon the age of the annuitant and any joint
annuitant and the assumed interest factor utilized. The annuity table used will
depend upon the annuity option chosen. The dollar amount of annuity payments
after the first is determined as follows;
1. The dollar amount of the first annuity payment is divided by the value
of an annuity unit as of the annuity date. This establishes the number
of annuity units for each annuity payment. The number of annuity units
remains fixed during the annuity period.
2. For each sub-account, the fixed number of annuity units is multiplied by
the annuity unit value on each subsequent annuity payment date.
3. The total dollar amount of each variable annuity payment is the sum of
all sub-account variable annuity payments.
The number of annuity units is determined as follows:
1. The number of annuity units credited in each sub-account will be determined
by dividing the product of the portion of the certificate value to be applied
to the sub-account and the annuity purchase rate by the value of one annuity
unit in that sub-account on the annuity date. The purchase rates are set
forth in the variable annuity rate tables in the certificate.
2. For each sub-account, the amount of each annuity payment equals the product
of the annuitant's number of annuity units and the annuity unit value on the
payment date. The amount of each payment may vary.
The value of any annuity unit for each sub-account of the separate account was
arbitrarily set initially at $10. The sub-account annuity unit value at the end
of any subsequent valuation period is determined as follows:
1. The net investment factor for the current business day is multiplied by the
value of the annuity unit for the sub-account for the immediately preceding
business day.
2. The result in (1) is then divided by an assumed investment rate factor. The
assumed investment rate factor equals 1.00 plus the assumed investment rate
for the number of days since the preceding business day. The assumed
investment rate is based on an effective annual rate of 4%.
The value of an annuity unit may increase or decrease from business day to
business day. See the Income Phase section in the prospectus for more
information.
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PERFORMANCE MEASURES
MassMutual may advertise certain performance-related information. This
information reflects historical performance and is not intended to indicate or
predict future performance.
Standardized Average Annual Total Return
MassMutual will show standardized average annual total returns for each sub-
account that has been in existence for more than one year. These returns assume
you made a single $1,000 payment at the beginning of the period and withdrew the
entire amount at the end of the period. The return reflects a deduction for the
annual certificate maintenance charge and all other fund, separate account and
certificate level charges, except premium taxes, if any.
If a sub-account has been in existence for less than one year, MassMutual will
show the aggregate total return. This assumes you made a single $1,000 payment
at the beginning of the period and withdrew the entire amount at the end of the
period. The return reflects the change in unit value.
Non-Standard Total Returns
MassMutual will also show total returns based on historical performance of the
sub-accounts and underlying funds. MassMutual may assume the certificates were
in existence prior to their inception date, which they were not. Total return
percentages will include all fund level and separate account level charges.
They do not include the annual certificate maintenance charge, or premium taxes,
if any. If these charges were included, returns would be less than those shown.
Total Returns compare the value of an accumulation unit at the beginning of a
period with the value of an accumulation unit at the end of the period.
Average Annual Total Returns measure this performance over a period of time
greater than one year. Average annual total returns compare values over a given
period of time and express the percentage as an average annual rate.
The performance figures will be calculated on the basis of the historical
performance of the funds, and may assume the certificates were in existence
prior their inception date (which they were not). Beginning as of the date the
certificates are available (inception date), actual accumulation unit values are
used for the calculations.
MassMutual may also show yield and effective yield for the Money Sub-Account
over a seven-day period, which we then "annualize." This means that when we
calculate yield, we assume that the amount of money the investment earns for the
week is earned each week over a 52-week period. We show this as a percentage of
the investment. We calculate the "effective yield" similarly but when we
annualizes the amount, we assume the income earned is re-invested. Therefore,
the effective yield is slightly higher than the yield because of the compounding
effect.
These figures reflect as deduction for all fund, separate account and contract
level charges assuming the contract remains in force. The figures do not
reflect premium tax deductions, if any, which if included, would reduce the
percentages reported.
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FEDERAL TAX MATTERS
General
Note: The following description is based upon MassMutual's understanding of
current federal income tax law applicable to annuities in general. MassMutual
cannot predict the probability that any changes in such laws will be made.
Purchasers are cautioned to seek competent tax advice regarding the possibility
of such changes. MassMutual does not guarantee the tax status of the
certificates. Purchasers bear the complete risk that the certificates may not
be treated as "annuity contracts" under federal income tax laws. It should be
further understood that the following discussion is not exhaustive and that
special rules not described herein may be applicable in certain situations.
Moreover, no attempt has been made to consider any applicable state or other tax
laws.
Section 72 of the Code governs taxation of annuities in general. An
owner/participant is generally not taxed on increases in the value of a
certificate until distribution occurs, either in the form of a lump sum payment
or as annuity payments under the annuity option selected. For a lump sum
payment received as a total withdrawal (total surrender), the recipient is taxed
on the portion of the payment that exceeds the cost basis of the certificate.
For non-qualified certificates, this cost basis is generally the purchase
payments, while for qualified certificates there may be no cost basis. The
taxable portion of the lump sum payment is taxed at ordinary income tax rates.
For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable income. The exclusion amount for payments based on a
fixed annuity option is determined by multiplying the payment by the ratio that
the cost basis of the certificate (adjusted for any period or refund feature)
bears to the expected return under the certificate. The exclusion amount for
payments based on a variable annuity option is determined by dividing the cost
basis of the certificate (adjusted for any period certain or refund guarantee)
by the number of years over which the annuity is expected to be paid. Payments
received after the investment in the certificate has been recovered (i.e. when
the total of the excludable amount equals the investment in the certificate) are
fully taxable. The taxable portion is taxed at ordinary income tax rates. For
certain types of qualified plans there may be no cost basis in the certificate
within the meaning of Section 72 of the Code. Owner/participants, annuitants
and beneficiaries under the certificates should seek competent financial advice
about the tax consequences of any distributions.
MassMutual is taxed as a life insurance company under the Code. For federal
income tax purposes, the separate account is not a separate entity from
MassMutual, and its operations form a part of MassMutual.
Diversification
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity certificates. The Code provides that a
variable annuity certificate will not be treated as an annuity certificate for
any period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the
certificate as an annuity contract would result in the imposition of federal
income tax to the owner/participant with respect to earnings allocable to the
certificate prior to the receipt of payments under the certificate. The Code
contains a safe harbor provision which provides that annuity certificates such
as the certificate meet the diversification requirements if, as of the end of
each quarter, the underlying assets meet the diversification standards for a
regulated investment company and no more than fifty-five percent (55%) of the
total assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.1.817-
5), which established diversification requirements for the investment portfolios
underlying variable certificates such as the certificate. The regulations
amplify the diversification requirements for variable certificates set forth in
the Code and provide an alternative to the safe harbor provision described
above. Under the regulations, an investment portfolio will be deemed adequately
diversified if: (1) no more than 55% of the value of
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the total assets of the portfolio is represented by any one investment; (2) no
more than 70% of the value of the total assets of the portfolio is represented
by any two investments; (3) no more than 80% of the value of the total assets of
the portfolio is represented by any three investments; and (4) no more than 90%
of the value of the total assets of the portfolio is represented by any four
investments.
The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
certificates by Section 817(h) of the Code have been met, "each United States
government agency or instrumentality shall be treated as a separate issuer."
MassMutual intends that all investment portfolios underlying the certificates
will be managed in such a manner as to comply with these diversification
requirements.
The Treasury Department has indicated that the diversification regulations do
not provide guidance regarding the circumstances in which owner control of the
investments of the separate account will cause the owner/participant to be
treated as the owner of the assets of the separate account, thereby resulting in
the loss of favorable tax treatment for the certificate. At this time it cannot
be determined whether additional guidance will be provided and what standards
may be contained in such guidance.
The amount of owner/participant control which may be exercised under the
certificate is different in some respects from the situations addressed in
published rulings issued by the Internal Revenue Service in which it was held
that the policy owner was not the owner of the assets of the separate account.
It is unknown whether these differences, such as the owner/participant's ability
to transfer among investment choices or the number and type of investment
choices available, would cause the owner/participant to be considered as the
owner/participant of the assets of the separate account resulting in the
imposition of federal income tax to the owner/participant with respect to
earnings allocable to the certificate prior to receipt of payments under the
certificate.
In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling will generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in the owner/participant
being retroactively determined to be the owner/participant of the assets of the
separate account.
Due to the uncertainty in this area, MassMutual reserves the right to modify the
certificate in an attempt to maintain favorable tax treatment.
Multiple Certificates
The Code provides that multiple non-qualified annuity certificates which are
issued within a calendar year to the same participant by one company or its
affiliates are treated as one annuity certificate for purposes of determining
the tax consequences of any distribution. Such treatment may result in adverse
tax consequences including more rapid taxation of the distributed amounts from
such combination of certificates. Owner/participants should consult a tax
adviser prior to purchasing more than one non-qualified annuity certificate in
any calendar year.
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Certificates Owned by Other than Natural Persons
Under Section 72(u) of the Code, the investment earnings on premiums for the
certificates will be taxed currently to the owner/participant if the
owner/participant is a non-natural person, e.g., a corporation or certain other
entities. Such certificates generally will not be treated as annuities for
federal income tax purposes. However, this treatment is not applied to a
certificate held by a trust or other entity as an agent for a natural person nor
to certificates held by qualified plans. Purchasers should consult their own
tax counsel or other tax adviser before purchasing a certificate to be owned by
a non-natural person.
Tax Treatment of Assignments
An assignment or pledge of a certificate may be a taxable event.
Owner/participants should therefore consult competent tax advisers should they
wish to assign or pledge their certificates.
Income Tax Withholding
All distributions or the portion thereof which is includible in the gross income
of the owner/participant are subject to federal income tax withholding.
Generally, amounts are withheld from periodic payments at the same rate as wages
and at the rate of 10% from non-periodic payments. However, the
owner/participant, in some cases, may elect not to have taxes withheld or to
have withholding done at a different rate.
Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 of the Code, which are not directly rolled over to another
eligible retirement plan or individual retirement account or individual
retirement annuity, are subject to a mandatory 20% withholding for federal
income tax. The 20% withholding requirement generally does not apply to: a) a
series of substantially equal payments made at least annually for the life or
life expectancy of the participant or joint and last survivor expectancy of the
participant and a designated beneficiary or for a specified period of 10 years
or more; or b) distributions which are required minimum distributions; or c) the
portion of the distributions not includible in gross income (i.e. returns of
after-tax contributions). The 20% withholding requirement also may not apply to
hardship distributions from a 401(k) plan or a tax-sheltered annuity made after
December 31, 1998. Participants should consult their own tax counsel or other
tax adviser regarding withholding requirements.
Tax Treatment of Withdrawals - Non-Qualified Certificates
Section 72 of the Code governs treatment of distributions from annuity
certificates. It provides that if the certificate value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. This treatment is applicable to withdrawals
allocable to purchase payments made after August 13, 1982 in an annuity contract
entered into prior to August 14, 1992 and withdrawals from an annuity contract
entered into after August 14, 1982. Withdrawn earnings are includible in gross
income. It further provides that a ten percent (10%) penalty will apply to the
income portion of any premature distribution. However, the penalty is not
imposed on amounts received: (a) after the taxpayer reaches age 59 1/2; (b)
after the death of the owner/participant; (c) if the taxpayer is totally
disabled (for this purpose disability is as defined in Section 72(m)(7) of the
Code); (d) in a series of substantially equal periodic payments made not less
frequently than annually for the life (or life expectancy) of the taxpayer or
for the joint lives (or joint life expectancies) of the taxpayer and his or her
beneficiary; (e) under an immediate annuity; or (f) which are allocable to
purchase payments made prior to August 14, 1982.
With respect to (d) above, if the series of substantially equal periodic
payments is modified before the later of your attaining age 59 1/2 or 5 years
from the date of the first periodic payment, then the tax for the year of the
modification is increased by an amount equal to the tax which would have been
imposed (the 10% tax penalty), but for the exception, plus interest for the tax
years in which the exception was used.
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The above information does not apply to qualified certificates. However,
separate tax withdrawal penalties and restrictions may apply to such qualified
certificates. (See "Tax Treatment of Withdrawals - Qualified Certificates"
below.)
Qualified Plans
The certificates offered herein are designed to be suitable for use under
various types of qualified plans. Taxation of participants in each qualified
plan varies with the type of plan and terms and conditions of each specific
plan. Owner/participants, annuitants and beneficiaries are cautioned that
benefits under a qualified plan may be subject to the terms and conditions of
the plan regardless of the terms and conditions of the certificates issued
pursuant to the plan. Some retirement plans are subject to distribution and
other requirements that are not incorporated into MassMutual's administrative
procedures. Owner/participants, and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the certificates comply with applicable law. Following are general
descriptions of the types of qualified plans with which the certificates may be
used. Such descriptions are not exhaustive and are for general informational
purposes only. The tax rules regarding qualified plans are very complex and
will have differing applications depending on individual facts and
circumstances. Each purchaser should obtain competent tax advice prior to
purchasing a certificate issued under a qualified plan.
Certificates issued pursuant to qualified plans include special provisions
restricting certificate provisions that may otherwise be available as described
herein. Generally, certificates issued pursuant to qualified plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from qualified certificates. (See "Tax
Treatment of Withdrawals - Qualified Certificates" below.)
On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The certificates sold by MassMutual in connection
with qualified plans will utilize annuity tables which do not differentiate on
the basis of sex. Such annuity tables will also be available for use in
connection with certain non-qualified deferred compensation plans.
a. H.R. 10 Plans
Section 401 of the Code permits self-employed individuals to establish qualified
plans for themselves and their employees, commonly referred to as "H.R. 10" or
"Keogh" plans. Contributions made to the plan for the benefit of the employees
will not be included in the gross income of the employees until distributed from
the Plan. The tax consequences to participants may vary depending upon the
particular plan design. However, the Code places limitations and restrictions on
all plans including on such items as: amount of allowable contributions; form,
manner and timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals - Qualified Certificates"
below.) Purchasers of certificates for use with an H.R. 10 Plan should obtain
competent tax advice as to the tax treatment and suitability of such an
investment.
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b. Individual Retirement Annuities
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. (See "Tax Treatment of Withdrawals - Qualified Certificates"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of certificates for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
Purchasers of certificates to be qualified as Individual Retirement Annuities
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.
Roth IRAs
Section 408A of the Code provides that beginning in 1998, individuals may
purchase a new type of non-deductible IRA, known as a Roth IRA. Purchase
payments for a Roth IRA are limited to a maximum of $2,000 per year. Lower
maximum limitations apply to individuals with adjusted gross incomes between
$95,000 and $110,000 in the case of single taxpayers, between $150,000 and
$160,000 in the case of married taxpayers filing joint returns, and between $0
and $10,000 in the case of married taxpayers filing separately. An overall
$2,000 annual limitation continues to apply to all of a taxpayer's IRA
contributions, including Roth IRA and non-Roth IRAs.
Qualified distributions from Roth IRAs are free from federal income tax. A
qualified distribution requires that an individual has held the Roth IRA for at
least five years and, in addition, that the distribution is made either after
the individual reaches age 59 1/2, on the individual's death or disability, or
as a qualified first-time home purchase, subject to a $10,000 lifetime maximum,
for the individual, a spouse, child, grandchild, or ancestor. Any distribution
which is not a qualified distribution is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions exceed the amount of
contributions to the Roth IRA. The 10% penalty tax and the regular IRA
exceptions to the 10% penalty tax apply to taxable distributions from a Roth
IRA.
Amounts may be rolled over from one Roth IRA to another Roth IRA. Furthermore,
an individual may make a rollover contribution from a non-Roth IRA to a Roth
IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return. The individual must
pay tax on any portion of the IRA being rolled over that represents income or a
previously deductible IRA contribution.
Purchasers of certificates to be qualified as a Roth IRA should obtain competent
tax advice as to the tax treatment and suitability of such an investment.
c. Corporate Pension and Profit-Sharing Plans
Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the certificates to provide benefits under the plan.
Contributions to the plan for the benefit of employees will not be includible in
the gross income of the employees until distributed from the plan. The tax
consequences to participants may vary depending upon the particular plan design.
However, the Code places limitations and restrictions on all Plans including on
such items as: amount of allowable contributions; form, manner and timing of
distributions; transferability of benefits; vesting and nonforfeitability of
interests; nondiscrimination in eligibility and participation; and the tax
treatment of distributions, withdrawals and surrenders. (See "Tax Treatment of
Withdrawals - Qualified Certificates" below.) Purchasers of certificates for use
with Corporate Pension or Profit Sharing Plans should obtain competent tax
advice as to the tax treatment and suitability of such an investment.
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d. Tax Sheltered Annuities
Section 403(b) of the Code permits the purchase of "tax sheltered annuities" by
public schools and certain charitable, educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying employers may make
contributions to the certificates for the benefit of their employees. Such
contributions are not includible in the gross income of the employees until the
employees receive distributions from the certificates. The amount of
contributions to the tax-sheltered annuity is limited to certain maximums
imposed by the Code. Furthermore, the Code sets forth additional restrictions
governing such items as transferability, distributions, nondiscrimination and
withdrawals. (See "Tax Treatment of Withdrawals - Qualified Certificates" and
"Tax Sheltered Annuities Withdrawal Limitations" below.) Employee loans are not
allowable under the certificates. Any employee should obtain competent tax
advice as to the tax treatment and suitability of such an investment.
Tax Treatment of Withdrawals - Qualified Certificates
In the case of a withdrawal under a qualified certificate, a ratable portion of
the amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a qualified
certificate. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including
certificates issued and qualified under Code Sections 401 (H.R. 10 and Corporate
Pension and Profit-Sharing Plans), and 408 (Individual Retirement Annuities) and
408A (Roth IRAs). To the extent amounts are not includible in gross income
because they have been rolled over to an IRA or to another eligible qualified
plan, no tax penalty will be imposed. The tax penalty will not apply to the
following distributions: (a) if distribution is made on or after the date on
which the owner/participant or annuitant (as applicable) reaches age 59 1/2; (b)
distributions following the death or disability of the owner/participant or
annuitant (as applicable) (for this purpose disability is as defined in Section
72(m) (7) of the Code); (c) after separation from service, distributions that
are part of substantially equal periodic payments made not less frequently than
annually for the life (or life expectancy) of the owner/participant or annuitant
(as applicable) or the joint lives (or joint life expectancies) of such
owner/participant or annuitant (as applicable) and his or her designated
beneficiary; (d) distributions to an owner/participant or annuitant (as
applicable) who has separated from service after he has attained age 55; (e)
distributions made to the owner/participant or annuitant (as applicable) to the
extent such distributions do not exceed the amount allowable as a deduction
under Code Section 213 to the owner/participant or annuitant (as applicable) for
amounts paid during the taxable year for medical care; (f) distributions made to
an alternate payee pursuant to a qualified domestic relations order; (g)
distributions from an IRA or the purchase of medical insurance (as described in
Section 213(d)(1)(D) of the Code) for the owner/participant or annuitant (as
applicable) and his or her spouse and dependents if the owner/participant or
annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this exception will no longer apply after the owner/participant or
annuitant (as applicable) has been re-employed for at least 60 days); (h)
distributions from an IRA made to the owner/participant or annuitant (as
applicable) to the extent such distributions do not exceed the qualified higher
education expenses (as defined in Section 72(t)(7) of the Code) of the
owner/participant or annuitant (as applicable) for the taxable year; and (i)
distributions from an IRA made to the owner/participant or annuitant (as
applicable) which are qualified first-time home buyer distributions (as defined
in Section 72(t)(8)of the Code.) The exceptions stated in (d) and (f) above do
not apply in the case of an IRA. The exception stated in (c) above applies to an
IRA without the requirement that there be a separation from service.
With respect to (c) above, if the series of substantially equal periodic
payments is modified before the later of your attaining age 59 1/2 or 5 years
from the date of the first periodic payment, then the tax for the year of the
modification is increased by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the exception, plus interest for the tax
years in which the exception was used.
Generally, distributions from a qualified plan must begin no later than April
1st of the calendar year following the later of (a) the year in which the
employee attains age 70 1/2 or (b) the calendar year in which the employee
retires. The date set forth in (b) does not apply to an IRA Required
distributions do not apply to a Roth IRA during the lifetime of the
owner/participant. Required distributions must be over a
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period not exceeding the life expectancy of the individual or the joint lives or
life expectancies of the individual and his or her designated beneficiary. If
the required minimum distributions are not made, a 50% penalty tax is imposed on
the amount of the shortfall.
Tax Sheltered Annuities - Withdrawal Limitations
The Code limits the withdrawal of amounts attributable to contributions made
pursuant to a salary reduction agreement (as defined in Section 403(b)(11) of
the Code) to circumstances only when the owner/participant: (1) attains age 59-
1/2; (2) separates from service; (3) dies; (4) becomes disabled (within the
meaning of Section 72(m)(7) of the Code; or (5) in the case of hardship.
However, withdrawals for hardship are restricted to the portion of the
participant's value which represents contributions made by the owner/participant
and does not include any investment results. The limitations on withdrawals
became effective on January 1, 1989 and apply only to salary reduction
contributions made after December 31, 1988, to income attributable to such
contributions and to income attributable to amounts held as of December 31,
1988. The limitations on withdrawals do not affect transfers between tax
sheltered annuity plans. Participants should consult their own tax counsel or
other tax adviser regarding any distributions.
Section 457 Deferred Compensation ("Section 457") Plans
Employees of (and independent contractors who perform services for) certain
state and local governmental units, or certain tax-exempt employers, may
participate in a Section 457 plan of the employer, allowing them to defer part
of their salary or other compensation. The amount deferred, and accrued income
thereon, will not be taxable until it is paid or otherwise made available to the
employee.
The maximum amount that can be deferred under a Section 457 plan in any tax year
is generally one-third of the employee's includible compensation, up to $8,000
(in 1999). Includible compensation means earnings for services rendered to the
employer which are includible in the employee's gross income, excluding the
contributions under the Section 457 plan or a Tax-Sheltered Annuity. Certain
catch-up deferrals are permitted during the last three (3) years before an
employee attains normal retirement age. The certificate purchased is issued to
the employer, and the employee has no rights or vested interest in the
certificate. All certificate value must be held for the exclusive benefit of the
employee, and payments can only be made in accordance with Section 457 plan
provisions. Presently, tax-free transfers of assets in a section 457 plan can
only be made to another section 457 plan in certain limited cases.
Purchasers of certificates for use with Section 457 plans should obtain
competent tax advice as to the tax treatment and suitability of such an
investment.
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EXPERTS
We have included the financial statements of MassMutual in this Statement of
Additional Information in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
PricewaterhouseCoopers LLP's report on the statutory financial statements of
MassMutual includes explanatory paragraphs relating to the use of statutory
accounting practices rather than generally accepted accounting principles.
We have not included financial statements for the Separate Account herein
because, as of the date of this Statement of Additional Information, the sub-
accounts available under the certificates had no assets.
PricewaterhouseCoopers LLP is located in Springfield, Massachusetts 01101.
14
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
---------------------------------------
Condensed Financial Information
Financial Statements Included in Part B
---------------------------------------
The Registrant
--------------
No financial statements for the Separate Account have been included
because as of the date of this Registration Statement, the Sub-
Accounts available under the certificates had no assets.
The Depositor [to be filed]
-------------
Reports of Independent Accountants
Statutory Statements of Financial Position as of December 31, 1998
and 1997
Statutory Statements of Income for the years ended December 31, 1998,
1997 and 1996
Statutory Statements of Changes in Shareholder's equity for the years
ended December 31, 1998, 1997 and 1996
Statutory Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996
Notes to Statutory Financial Statements
<TABLE>
<S> <C> <C>
(b) EXHIBITS
Exhibit 1 Resolution of Board of Directors of MassMutual authorizing the
establishment of the Separate Account.5
Exhibit 2 Not Applicable.
Exhibit 3 (i) Principal Underwriting Agreement.1
(ii) Variable Products Dealer Agreement.3
(iii) Underwriting and Servicing Agreement.1
Exhibit 4 Individual Certificate issued under a Group Variable Deferred Annuity Contract with Flexible Purchase
Payments7
Exhibit 5 Application Form.7
Exhibit 6 (i) Copy of Articles of Incorporation of MassMutual. 5
(ii) Copy of the Bylaws of MassMutual. 5
</TABLE>
15
<PAGE>
Exhibit 7 Not Applicable.
Exhibit 8 (a) Form of Participation Agreement with Oppenheimer
Variable Account Funds.2
(b) Form of Participation Agreement with Panorama
Series Fund, Inc.2
(c) Form of Participation Agreement with T. Rowe Price
Equity Series, Inc.3
(d) Form of Participation Agreement with Fidelity
Variable Insurance Products Fund II.3
(e) Form of Participation Agreement with American
Century Variable Portfolios, Inc.4
Exhibit 9 Opinion of and Consent of Counsel.7
Exhibit 10 (i) Consent of Independent Accountants,
PricewaterhouseCoopers LLP. [to be filed]
(ii) Powers of Attorney.5
(iii) Power of Attorney for Robert J. O'Connell and
Thomas Wheeler.6
(iii) Power of Attorney for Roger G. Ackerman.4
Exhibit 11 Not Applicable.
Exhibit 12 Not Applicable.
Exhibit 13 Form of Schedule of Computation of Performance. [to be
filed with Post-Effective Amendment #1]
Exhibit 14 Not Applicable.
1 Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement 333-45039 filed on June 4, 1998.
2 Incorporated by reference to Registration Statement File No. 333-
22557, filed on February 28, 1997.
3 Incorporated by reference to Initial Registration Statement No.
333-65887, filed on October 20, 1998.
4 Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-45039 filed on June 4, 1998.
5 Incorporated by reference to Initial Registration Statement No.
333-45039 filed on January 28, 1998.
6 Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-65887, filed on January 28, 1999.
7Filed herewith.
16
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
Name, Position, Business Address Principal Occupation(s) During Past Five Years
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Roger G. Ackerman, Director Corning, Inc.
One Riverfront Plaza, HQE 2 Chairman and Chief Executive Officer (since 1996)
Corning, NY 14831 President and Chief Operating Officer (1990-1996)
- ---------------------------------------------------------------------------------------------------------------------------
James R. Birle, Director Resolute Partners, LLC
2 Soundview Drive Chairman (since 1997), Founder (1994)
Greenwich, CT 06836 President (1994-1997)
Blackstone Group
General Partner (1988-1994)
- ---------------------------------------------------------------------------------------------------------------------------
Gene Chao, Director Computer Projections, Inc.
733 SW Vista Avenue Chairman, President and CEO (since 1991)
Portland, OR 97205
- ---------------------------------------------------------------------------------------------------------------------------
Patricia Diaz Dennis, Director SBC Communications Inc.
175 East Houston, Room 5-A-70 Senior Vice President Regulatory and Public Affairs (since 1998)
San Antonio, TX 78205 Senior Vice President and Assistant General Counsel (1995-1998)
Sullivan & Cromwell
Special Counsel (1993-1995)
- ---------------------------------------------------------------------------------------------------------------------------
Anthony Downs, Director The Brookings Institution
1775 Massachusetts Ave., N.W. Senior Fellow (since 1977)
Washington, DC 20036-2168
- ---------------------------------------------------------------------------------------------------------------------------
James L. Dunlap, Director Ocean Energy, Inc.
1201 Louisiana, Suite 1400 Vice Chairman (since 1998)
Houston, TX 77002-5603 United Meridian Corporation
President and Chief Operating Officer (1996-1998)
Texaco, Inc.
Senior Vice President (1987-1996)
- ---------------------------------------------------------------------------------------------------------------------------
William B. Ellis, Director Yale University School of Forestry and Environmental Studies
31 Pound Foolish Lane Senior Fellow (since 1995)
Glastonbury, CT 06033 Northeast Utilities
Chairman of the Board (1993-1995) and Chief Executive Officer (1983-1993)
- ---------------------------------------------------------------------------------------------------------------------------
Robert M. Furek, Director Resolute Partners LLC
1 State Street, Suite 2310 Partner (since 1997)
Hartford, CT 06103 State Board of Trustees for the Hartford School System
Chairman (since 1997)
Heublein, Inc.
President and Chief Executive Officer (1987-1996)
- ---------------------------------------------------------------------------------------------------------------------------
Charles K. Gifford, Director BankBoston, N.A.
100 Federal Street Chairman and Chief Executive Officer (since 1996)
Boston, MA 02110 President (1989-1996)
BankBoston Corporation
Chairman (since 1998) and Chief Executive Officer (since 1995)
President (1989-1996)
- ---------------------------------------------------------------------------------------------------------------------------
William N. Griggs, Director Griggs & Santow, Inc.
75 Wall Street, 20th Floor Managing Director (since 1983)
New York, NY 10005
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
George B. Harvey, Director Pitney Bowes
One Landmark Square, Suite 1905 Chairman, President and CEO (1983-1996)
Stamford, CT 06901
- ---------------------------------------------------------------------------------------------------------------------------
Barbara B. Hauptfuhrer, Director Director of various corporations (since 1972)
1700 Old Welsh Road
Huntingdon Valley, PA 19006
- ---------------------------------------------------------------------------------------------------------------------------
Sheldon B. Lubar, Director Lubar & Co. Incorporated
700 North Water Street, Suite 1200 Chairman (since 1977)
Milwaukee, WI 53202
- ---------------------------------------------------------------------------------------------------------------------------
William B. Marx, Jr., Director Lucent Technologies
5 Peacock Lane Senior Executive Vice President (1996-1996)
Village of Golf, FL 33436-5299 AT&T Multimedia Products Group
Executive Vice President and CEO (1994-1996)
AT&T Network Systems Group
Executive Vice President and CEO (1993-1994)
- ---------------------------------------------------------------------------------------------------------------------------
John F. Maypole, Director Peach State Real Estate Holding Company
55 Sandy Hook Road - North Managing Partner (since 1984)
Sarasota, FL 34242
- ---------------------------------------------------------------------------------------------------------------------------
Robert J. O'Connell, Director, President and MassMutual
Chief Executive Officer President and Chief Executive Officer (since 1999)
1295 State Street American International Group, Inc.
Springfield, MA 01111 Senior Vice President (1991-1998)
AIG Life Companies
President and Chief Executive Officer (1991-1998)
- ---------------------------------------------------------------------------------------------------------------------------
Thomas B. Wheeler, Director and Chairman of MassMutual
the Board Chairman of the Board (since 1996)
1295 State Street President (1988-1996) and Chief Executive Officer (1988-1999)
Springfield, MA 01111
- ---------------------------------------------------------------------------------------------------------------------------
Alfred M. Zeien, Director The Gillette Company
Prudential Tower Chairman and Chief Executive Officer (1991-1999)
Boston, MA 02199
- ---------------------------------------------------------------------------------------------------------------------------
Executive Vice Presidents:
- ---------------------------------------------------------------------------------------------------------------------------
Lawrence V. Burkett, Jr. MassMutual
1295 State Street Executive Vice President and General Counsel (since 1993)
Springfield, MA 01111
- ---------------------------------------------------------------------------------------------------------------------------
Peter J. Daboul MassMutual
1295 State Street Executive Vice President and Chief Information Officer (since 1997)
Springfield, MA 01111 Senior Vice President (1990-1997)
- ---------------------------------------------------------------------------------------------------------------------------
John B. Davies MassMutual
1295 State Street Executive Vice President (since 1994)
Springfield, MA 01111 Associate Executive Vice President (1994-1994)
- ---------------------------------------------------------------------------------------------------------------------------
Daniel J. Fitzgerald MassMutual
1295 State Street Executive Vice President (since 1994)
Springfield, MA 01111 Corporate Financial Operations (1994-1997)
Senior Vice President (1991-1994)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
James E. Miller MassMutual
1295 State Street Executive Vice President (since 1997 and 1987-1996)
Springfield, MA 01111 UniCare Life & Health
Senior Vice President (1996-1997)
- ---------------------------------------------------------------------------------------------------------------------------
John V. Murphy MassMutual
1295 State Street Executive Vice President (since 1997)
Springfield, MA 01111 David L. Babson & Co., Inc.
Executive Vice President and Chief Operating Officer (1995-1997)
Concert Capital Management, Inc.
Chief Operating Officer (1993-1995)
- ---------------------------------------------------------------------------------------------------------------------------
Stuart H. Reese MassMutual
1295 State Street Executive Vice President and Chief Investment Officer (since 1999)
Springfield, MA 01111 Chief Executive Director-Investment Management (1997-1999)
Senior Vice President (1993-1997)
- ---------------------------------------------------------------------------------------------------------------------------
Joseph M. Zubretsky MassMutual
1295 State Street Executive Vice President and Chief Financial Officer (since 1997)
Springfield, MA 01111 HealthSource
Chief Financial Officer (1996-1996)
Coopers & Lybrand
Partner (1990-1996)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The assets of the Registrant, under state law, are assets of MassMutual.
The registrant may also be deemed to be under common control with other separate
accounts established by MassMutual and its life insurance subsidiaries, C.M.
Life Insurance Company and MML Bay State Life Insurance Company, which are
registered as unit investment trusts under the Investment Company Act of 1940.
The discussion that follows indicates those entities owned directly or
indirectly by MassMutual.
A. DIRECT SUBSIDIARIES OF MASSMUTUAL
MassMutual is the sole owner of each subsidiary unless otherwise indicated.
1. CM Assurance Company, a Connecticut corporation which operates as a life
and health insurance company. This subsidiary is inactive.
2. CM Benefit Insurance Company, a Connecticut corporation which operates as a
life and health insurance company. This subsidiary is inactive.
3. C.M. Life Insurance Company, a Connecticut corporation which operates as a
life and health insurance company.
19
<PAGE>
4. MML Bay State Life Insurance Company, a Connecticut corporation which
operates as a life and health insurance company.
5. MML Distributors, LLC, a Connecticut limited liability company which
operates as a securities broker-dealer. (MassMutual - 99%; G.R. Phelps &
Co., Inc. - 1%)
6. MassMutual of Ireland, Limited, a corporation organized in the Republic of
Ireland which formerly operated to provide claims service to holders of
MassMutual group life and accident and health insurance contracts. This
subsidiary is inactive and will be dissolved in the near future.
7. MassMutual Holding Company, a Delaware corporation which operates as a
holding company for certain MassMutual entities.
8. MassMutual Mortgage Finance, LLC, a Delaware limited liability
company which makes, acquires, holds and sells mortgage loans.
B. MASSMUTUAL HOLDING COMPANY GROUP
MassMutual Holding Company is the sole owner of each subsidiary or affiliate
unless otherwise indicated.
1. G.R. Phelps & Co, Inc., a Connecticut corporation which formerly operated
as a securities broker-dealer. This subsidiary is inactive and expected to
be dissolved.
2. MML Investors Services, Inc., a Massachusetts corporation which operates as
a securities broker-dealer. (MassMutual Holding Company - 86%; G.R. Phelps
& Co., Inc. - 14%)
3. MassMutual Holding MSC, Inc., a Massachusetts corporation which operates as
a holding company for MassMutual positions in investment entities organized
outside of the United States. This subsidiary qualifies as a
"Massachusetts Security Corporation" under Chapter 63 of the Massachusetts
General Laws.
4. MassMutual Holding Trust I, a Massachusetts business trust which operates
as a holding company for separately-staffed MassMutual investment
subsidiaries.
5. MassMutual Holding Trust II, a Massachusetts business trust which operates
as a holding company for non-staffed MassMutual investment subsidiaries.
6. MassMutual International, Inc., a Delaware corporation which operates as a
holding company for those entities constituting MassMutual's international
insurance operations.
C. MML INVESTORS SERVICES, INC. GROUP
Set forth below are the direct and indirect subsidiaries of MML Investors
Services, Inc. The parent is the sole owner of each subsidiary unless otherwise
indicated.
Direct Subsidiaries of MML Investors Services, Inc.
- ---------------------------------------------------
1. MML Insurance Agency, Inc., a Massachusetts corporation which operates as
an insurance broker.
20
<PAGE>
2. MML Securities Corporation, a Massachusetts corporation which operates as a
"Massachusetts Security Corporation" under Section 63 of the Massachusetts
General Laws.
Direct Subsidiaries of MML Insurance Agency, Inc.
- -------------------------------------------------
1. DISA Insurance Services of America, Inc., an Alabama corporation which
operates as an insurance broker.
2. Diversified Insurance Services of America, Inc., a Hawaii corporation which
operates as an insurance broker.
3. MML Insurance Agency of Mississippi, P.C., a Mississippi corporation which
operates as an insurance broker.
4. MML Insurance Agency of Nevada, Inc., a Nevada corporation which operates
as an insurance broker.
5. MML Insurance Agency of Ohio, Inc. an Ohio corporation which operates as an
insurance broker. (Controlled by MML Insurance Agency, Inc. through a
voting trust agreement.)
6. MML Insurance Agency of Texas, Inc., a Texas corporation which operates as
an insurance broker. (Controlled by MML Insurance Agency, Inc. through an
irrevocable proxy arrangement.)
D. MASSMUTUAL HOLDING MSC, INC. GROUP
MassMutual Holding MSC, Inc. is the sole owner of each subsidiary or affiliate
unless otherwise indicated.
1. MassMutual Corporate Value Limited, a Cayman Islands corporation which
holds a 90% ownership interest in MassMutual Corporate Value Partners
Limited, another Cayman Islands corporation operating as a high-yield bond
fund. (MassMutual Holding MSC, Inc. - 46%)
2. 9048-5434 Quebec, Inc., a Canadian corporation which operates as the owner
of Hotel du Parc in Montreal, Quebec, Canada.
3. 1279342 Ontario Limited, a Canadian corporation which operates as the owner
of Deerhurst Resort in Huntsville, Ontario, Canada.
E. MASSMUTUAL HOLDING TRUST I GROUP
Set forth below are the direct and indirect subsidiaries and affiliates of
MassMutual Holding Trust I. The parent is the sole owner of each subsidiary
unless otherwise indicated.
Direct Subsidiaries of MassMutual Holding Trust I
- -------------------------------------------------
1. Antares Capital Corporation, a Delaware corporation which operates as a
finance company. (MassMutual Holding Trust I - 99%)
21
<PAGE>
2. Charter Oak Capital Management, Inc., a Delaware corporation which operates
as a manager of institutional investment portfolios. (MassMutual Holding
Trust I - 80%)
3. Cornerstone Real Estate Advisers, Inc., a Massachusetts corporation which
operates as an investment adviser.
4. DLB Acquisition Corporation, a Delaware corporation which operates as a
holding company for the David L. Babson companies (MassMutual Holding Trust
I - 85%).
5. Oppenheimer Acquisition Corp., a Delaware corporation which operates as a
holding company for the Oppenheimer companies (MassMutual Holding Trust I
- 89%).
Direct Subsidiary of DLB Acquisition Corporation
- ------------------------------------------------
David L. Babson and Company Incorporated, a Massachusetts corporation which
operates as an investment adviser.
Direct Affiliates of David L. Babson and Company Incorporated
- -------------------------------------------------------------
1. Babson Securities Corporation, a Massachusetts corporation which operates
as a securities broker-dealer.
2. Babson-Stewart Ivory International, a Massachusetts general partnership
which operates as an investment adviser. (David L. Babson and Company
Incorporated - 50%).
3. Potomac Babson Incorporated, a Massachusetts corporation which operates as
an investment adviser (David L. Babson and Company Incorporated - 60%).
Direct Subsidiary of Oppenheimer Acquisition Corp.
- --------------------------------------------------
OppenheimerFunds, Inc., a Colorado corporation which operates as the investment
adviser to the Oppenheimer Funds.
Trinity Investment Management Corporation, a Pennsylvania corporation and
registered investment adviser which provides portfolio management and equity
research services primarily to institutional clients.
Direct Subsidiaries of OppenheimerFunds, Inc.
- ---------------------------------------------
1. Centennial Asset Management Corporation, a Delaware corporation which
operates as investment adviser and general distributor of the Centennial
Funds.
2. HarbourView Asset Management Corporation, a New York corporation which
operates as an investment adviser.
3. OppenheimerFunds Distributor, Inc., a New York corporation which operates
as a securities broker-dealer.
4. Oppenheimer Partnership Holdings, Inc., a Delaware corporation which
operates as a holding company.
22
<PAGE>
5. Oppenheimer Real Asset Management, Inc., a Delaware corporation which is
the sub-adviser to a mutual fund investing in the commodities markets.
6. Shareholder Financial Services, Inc., a Colorado corporation which operates
as a transfer agent for mutual funds.
7. Shareholder Services, Inc., a Colorado corporation which operates as a
transfer agent for various Oppenheimer and MassMutual funds.
Direct Subsidiary of Centennial Asset Management Corporation
- ------------------------------------------------------------
Centennial Capital Corporation, a Delaware corporation which formerly sponsored
a unit investment trust.
Direct Affiliate of Cornerstone Real Estate Advisers, Inc.
- ----------------------------------------------------------
Cornerstone Office Management, LLC, a Delaware limited liability company which
serves as the general partner of Cornerstone Suburban Office, L.P.
(Cornerstone Real Estate Advisers, Inc. - 50%; MML Realty Management Corporation
- - 50%).
F. MASSMUTUAL HOLDING TRUST II GROUP
MassMutual Holding Trust II is the sole owner of each subsidiary.
1. CM Advantage, Inc., a Connecticut corporation which serves as a general
partner of real estate limited partnerships. The subsidiary is largely
inactive and will be dissolved in the near future.
2. CM International, a Delaware corporation which is the issuer of
collateralized mortgage obligation securities.
3. CM Property Management, Inc., a Connecticut corporation which serves as the
general partner of Westheimer 335 Suites Limited Partnership. The
partnership holds a ground lease with respect to hotel property in Houston,
Texas.
4. HYP Management, Inc., a Delaware corporation which operates as the "LLC
Manager" of MassMutual High Yield Partners II LLC, a high yield bond fund.
5. MassMutual Benefits Management, Inc., a Delaware corporation which supports
MassMutual with benefit plan administration and planning services.
6. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual/Darby CBO IM, Inc., MassMutual/Darby CBO LLC, MassMutual High
Yield Partners II LLC, and other MassMutual investments.
7. MML Realty Management Corporation, a Massachusetts corporation which
formerly operated as a manager of properties owned by MassMutual.
8. Urban Properties, Inc., a Delaware corporation which serves as a general
partner of real estate limited partnerships and as a real estate holding
company.
23
<PAGE>
Direct Affiliate of MMHC Investment, Inc.
- -----------------------------------------
MassMutual/Darby CBO IM Inc., a Delaware corporation which operates as the
"LLC Manager" of MassMutual/Darby CBO LLC, a collateralized bond
obligation fund. (MMHC Investment, Inc. - 50%)
Direct Affiliate of MML Realty Management Corporation
- -----------------------------------------------------
Cornerstone Office Management, LLC, a Delaware limited liability company
which serves as the general partner of Cornerstone Suburban Office, L.P.
(MML Realty Management Corporation - 50%; Cornerstone Real Estate
Advisers, Inc. - 50%).
G. MASSMUTUAL INTERNATIONAL, INC. GROUP
Set forth below are the direct or indirect subsidiaries and affiliates of
MassMutual International, Inc. The parent is the sole owner of each subsidiary
or affiliate unless otherwise indicated.
Direct Affiliates of MassMutual International, Inc.
- ---------------------------------------------------
1. MassMutual Internacional (Argentina) S.A., a corporation organized in the
Argentine Republic which operates as a holding company. (MassMutual
International, Inc. - 99%; MassMutual Holding Company - 1%)
2. MassMutual Internacional (Chile) S.A., a corporation organized in the
Republic of Chile which operates as a holding company. (MassMutual
International, Inc. - 99%; MassMutual Holding Company - 1%)
3. MassMutual International (Bermuda) Ltd., a corporation organized in Bermuda
which operates as a life insurance company.
4. MassMutual International (Luxembourg) S.A., a corporation organized in the
Grand Duchy of Luxembourg which operates as a life insurance company.
(MassMutual International, Inc. - 99%; MassMutual Holding Company - 1%)
5. MassLife Seguros de Vida, S.A., a corporation organized in the Argentine
Republic which operates as a life insurance company. (MassMutual
International, Inc. - 99.9%)
Direct Subsidiaries of MassMutual Internacional (Argentina) S.A.
- ----------------------------------------------------------------
MassMutual Services S.A., a corporation organized in the Argentine
Republic which operates as a service company. (MassMutual Internacional
(Argentina) S.A. - 99%; MassMutual International, Inc. - 1%)
Direct Affiliate of MassMutual Internacional (Chile) S.A.
- ---------------------------------------------------------
1. Mass Seguros de Vida S.A., a corporation organized in the Republic of Chile
which operates as a life insurance company. (MassMutual Internacional
(Chile) S.A. - 33.5%)
2. Origen Inversiones S.A., a corporation organized in the Republic of Chile
which operates as a holding company. (MassMutual Internacional (Chile)
S.A. - 33.5%)
24
<PAGE>
Direct Subsidiary of Origen Inversiones S.A.
- --------------------------------------------
Compania de Seguros Vida Corp S.A., corporation organized in the Republic of
Chile which operates as an insurance company. (Origen Inversiones S.A. - 99%)
H. REGISTERED INVESTMENT COMPANY AFFILIATES
Each of the following entities is a registered investment company sponsored by
MassMutual or one of its affiliates.
1. DLB Fund Group, a Massachusetts business trust which operates as an open-
end investment company advised by David L. Babson and Company Incorporated.
MassMutual owns at least 25% of each series of shares issued by the fund.
2. MML Series Investment Fund, a Massachusetts business trust which operates
as an open-end investment company. All shares issued by the trust are
owned by MassMutual and certain of its affiliates.
3. MassMutual Corporate Investors, a Massachusetts business trust which
operates as a closed-end investment company. MassMutual serves as
investment adviser to the trust.
4. MassMutual Institutional Funds, a Massachusetts business trust which
operates as an open-end investment company. All shares issued by the trust
are owned by MassMutual.
5. MassMutual Participation Investors, a Massachusetts business trust which
operates as a closed-end investment company. MassMutual serves as
investment adviser to the trust.
6. Oppenheimer Series Fund, Inc., a Maryland corporation which operates as an
open-end investment company. MassMutual and affiliates own a majority of
certain series of shares issued by the fund.
7. Panorama Series Fund, Inc., a Maryland corporation which operates as an
open-end investment company. All shares issued by the fund are owned by
MassMutual and certain affiliates.
ITEM 27. NUMBER OF PARTICIPANTS
Not applicable because there were no certificates sold as of the date of this
Registration Statement.
ITEM 28. INDEMNIFICATION
The Bylaws of MassMutual provide that:
MassMutual directors and officers are indemnified under its by-laws. No
indemnification is provided with respect to any liability to any entity which is
registered as an investment company under the Investment Company Act of 1940 or
to the security holders thereof, where the basis for such liability is willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
MassMutual pursuant to the foregoing provisions, or
28
<PAGE>
otherwise, MassMutual has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act of 1933, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by MassMutual of expenses incurred or paid by a director, officer or
controlling person of MassMutual in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, MassMutual will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) MML Distributors, LLC, a controlled subsidiary of MassMutual, acts
as principal underwriter for registered separate accounts of
MassMutual, C.M. Life and MML Bay State.
(b)(1) MML Distributors, LLC, is the principal underwriter for the
certificates. The following people are officers and member
representatives of the principal underwritier.
OFFICERS AND MEMBER REPRESENTATIVES
MML DISTRIBUTORS, LLC
Kenneth M. Rickson Member Representative One Monarch Place
G.R. Phelps & Co., Inc. 1414 Main Street
Springfield, MA 01144-1013
Margaret Sperry Member Representative 1295 State Street
Massachusetts Mutual Springfield, MA 01111-0001
Life Insurance Co.
Kenneth M. Rickson Chief Executive Officer, One Monarch Place
President, and Main OSJ 1414 Main Street
Supervisor Springfield, MA 01144-1013
John E. Forrest Vice President One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley Vice President One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013
Ronald E. Thomson Vice President One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
James T. Bagley Treasurer 1295 State Street
Springfield, MA 01111
Bruce C. Frisbie Assistant Treasurer 1295 State Street
Springfield, MA 01111-0001
26
<PAGE>
Raymond W. Anderson Assistant Treasurer 140 Garden Street
Hartford, CT 06154
Ann F. Lomeli Secretary 1295 State Street
Springfield, MA 01111-0001
Marilyn A. Sponzo Chief Legal Officer One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013
Robert Rosenthal Compliance Officer One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Melissa Thompson Registration Manager One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Ruth B. Howe Director of Continuing One Monarch Place
Education 1414 Main Street
Springfield, MA 01144-1013
Peter D. Cuozzo Variable Life Supervisor and 140 Garden Street
Hartford OSJ Supervisor Hartford, CT 06154
Anne Melissa Dowling Large Corporate Markets 140 Garden Street
Supervisor Hartford, CT 06154
(b)(2) MML Investors Services, Inc. is the co-underwriter of the
certificates. The following people are the officers and
directors of the co-underwriter.
MML INVESTORS SERVICES, INC.
OFFICERS AND DIRECTORS
OFFICER BUSINESS ADDRESS
------- ----------------
Kenneth M. Rickson One Monarch Place
President 1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley One Monarch Place
Vice President, Chief Legal Officer, 1414 Main Street
Chief Compliance Officer, Assistant Secretary Springfield, MA 01144-1013
Ronald E. Thomson One Monarch Place
Vice President, Treasurer 1414 Main Street
Springfield, MA 01144-1013
Ann F. Lomeli 1295 State Street
Secretary/Clerk Springfield, MA 01111
John E. Forrest One Monarch Place
Vice President 1414 Main Street
National Sales Director Springfield, MA 01144-1013
27
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Marilyn A. Sponzo One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013
James Furlong One Monarch Place
Chief Operations Officer 1414 Main Street
Springfield, MA 01144-1013
James T. Bagley One Monarch Place
Controller 1414 Main Street
Springfield, MA 01144-1013
David Deonarine One Monarch Place
Sr. Registered Options Principal 1414 Main Street
Compliance Registered Options Principal Springfield, MA 01144-1013
Nicholas J. Orphan 245 Peach Tree Center Ave., Suite 2330
Regional Supervisor (South) Atlanta, GA 30303
Robert W. Kumming 1295 State Street
Retirement Services Regional Supervisor (East/Central) Springfield, MA 01111
Peter J. Zummo 1295 State Street
Retirement Services Regional Supervisor(South/West) Springfield, MA 01111
Bruce Lukowiak 6263 North Scottsdale Rd., Suite 222
Regional Supervisor (West) Scottsdale, AZ 85250
Gary L. Greenfield 1 Lincoln Center, Suite 1490
Regional Supervisor (Central) Oakbrook Terrace, IL 60181
Burvin E. Pugh, Jr. 1295 State Street
Chief Agency Field Force Supervisor Springfield, MA 01111
John P. McCloskey 1295 State Street
Regional Supervisor (East) Springfield, MA 01144
Robert J. O'Connell 1295 State Street
Chairman of the Board of Directors Springfield, MA 01144
Susan Alfano 1295 State Street
Director Springfield, MA 01111
Lawrence V. Burkett, Jr. 1295 State Street
Director Springfield, MA 01111
John B. Davies 1295 State Street
Director Springfield, MA 01111
Anne Melissa Dowling 140 Garden Street
Director Hartford, CT 01654
Gary T. Huffman 1295 State Street
Director Springfield, MA 01111
</TABLE>
28
<PAGE>
Douglas J. Jangraw 140 Garden Street
Director Hartford, CT 01654
Burvin E. Pugh, Jr. 1295 State Street
Director Springfield, MA 01111
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder
are maintained by the Registrant at 140 Garden Street, Hartford CT.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than sixteen (16) months old for so long as payment under the variable
annuity certificates may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a certificate offered by the Prospectus, a space
that an applicant can check to request a Statement of Additional
Information, or (2) a postcard or similar written communication affixed to
or included in the Prospectus that the applicant can remove to send for a
Statement of Additional Information.
c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.
d. Massachusetts Mutual Life Insurance Company hereby represents that the
fees and charges deducted under the individual certificates issued under a
group deferred variable annuity contract with flexible purchase payments
described in this Registration Statement in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and
the risks assumed by Massachusetts Mutual Life Insurance Company.
29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Annuity Separate Account 4, certifies that it has
caused this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, all in the city of Springfield and the Commonwealth
of Massachusetts, on the 16th day of June, 1999.
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Robert J. O'Connell*
-------------------
Robert J. O'Connell, President and Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe On June 16, 1999, as Attorney-in-Fact pursuant to
- -------------------- powers of attorney.
*Richard M. Howe
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. O'Connell* President and Chief Executive Officer June 16, 1999
- -----------------------------
Robert J. O'Connell
/s/ Joseph M. Zubretsky* Executive Vice President, June 16, 1999
- ----------------------------- Chief Financial Officer &
Joseph M. Zubretsky Chief Accounting Officer
/s/ Roger G. Ackerman* Director June 16, 1999
- -----------------------------
Roger G. Ackerman
/s/ James R. Birle* Director June 16, 1999
- -----------------------------
James R. Birle
/s/ Gene Chao* Director June 16, 1999
- -----------------------------
Gene Chao, Ph.D.
/s/ Patricia Diaz Dennis* Director June 16, 1999
- -----------------------------
Patricia Diaz Dennis
s/ Anthony Downs* Director June 16, 1999
- -----------------------------
Anthony Downs
/s/ James L. Dunlap* Director June 16, 1999
- -----------------------------
James L. Dunlap
/s/ William B. Ellis* Director June 16, 1999
- -----------------------------
William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director June 16, 1999
- -----------------------------
Robert M. Furek
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles K. Gifford* Director June 16, 1999
- -----------------------------
Charles K. Gifford
/s/ William N. Griggs* Director June 16, 1999
- -----------------------------
William N. Griggs
/s/ George B. Harvey* Director June 16, 1999
- -----------------------------
George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director June 16, 1999
- -----------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director June 16, 1999
- -----------------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director June 16, 1999
- -----------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director June 16, 1999
- -----------------------------
John F. Maypole
/s/ Thomas B. Wheeler* Director June 16, 1999
- ----------------------
Thomas B. Wheeler
/s/ Alfred M. Zeien* Director June 16, 1999
- --------------------
Alfred M. Zeien
/s/ Richard M. Howe On June 16, 1999, as Attorney-in-Fact pursuant to
- ------------------- powers of attorney.
*Richard M. Howe
</TABLE>
31
<PAGE>
EXHIBIT INDEX
4 Individual Certificate issued under a Group Variable Deferred
Annuity Contract with Flexible Purchase Payments
5 Form of Application Form
9 Opinion of and Consent of Counsel.
32
<PAGE>
EXHIBIT 4
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
Massachusetts Mutual Life Insurance Company (Company) has issued a Group Annuity
Contract (Contract) to Citizens Bank of Rhode Island.
This Certificate is subject to the conditions and provisions of the Contract.
Nothing in the Contract invalidates or impairs any right granted to the
certificateholder by this Certificate. The Company will make Annuity Payments
provided by the Contract starting on the Annuity Date as described in this
Certificate.
This Certificate is issued by the Company at its Home Office, 1295 State Street,
Springfield, MA 01111-0001, on the Certificate Issue Date. The Certificate is
issued in exchange for the payment of the initial Purchase Payment.
RIGHT TO EXAMINE CERTIFICATE: This Certificate may be returned to the Company
for any reason within ten (10) calendar days after its receipt by the
Participant. It may be returned by delivering or mailing it to the Company at
its Annuity Service Center. When this Certificate is received by the Company it
will be voided as if it had never been in force. Upon its return, the Company
will refund, within seven days, the Certificate Value next computed after
receipt of this Certificate by the Company at its Annuity Service Center. This
may be more or less than the Purchase Payments.
READ YOUR CERTIFICATE CAREFULLY
SECRETARY PRESIDENT
VARIABLE DEFERRED ANNUITY CERTIFICATE
WITH FLEXIBLE PURCHASE PAYMENTS
Nonparticipating
ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CERTIFICATE, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT,
ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
THE SEPARATE ACCOUNTS MUST EARN AT LEAST 5.5% TO AVOID A DECREASE IN ANNUITY
PAYMENTS FROM THEIR INITIAL LEVEL. THE SEPARATE ACCOUNT MAY INCUR THE FOLLOWING
CHARGES: MORTALITY AND EXPENSE RISK CHARGE, ADMINISTRATIVE CHARGE AND
DISTRIBUTION CHARGE.
MUVAC96(98) Page 1 of 30
33
<PAGE>
TABLE OF CONTENTS
Page
CERTIFICATE SCHEDULE..................................... 4
DEFINITIONS.............................................. 5
PURCHASE PAYMENT PROVISIONS............................. 7
PURCHASE PAYMENTS..................................... 7
SUBSEQUENT PURCHASE PAYMENTS.......................... 7
ALLOCATION OF PURCHASE PAYMENTS....................... 7
SEPARATE ACCOUNT PROVISIONS.............................. 7
THE SEPARATE ACCOUNT.................................. 7
VALUATION OF ASSETS................................... 7
ACCUMULATION UNITS.................................... 8
ACCUMULATION UNIT VALUE............................... 8
MORTALITY AND EXPENSE RISK CHARGE..................... 8
ADMINISTRATIVE CHARGE................................. 8
DISTRIBUTION CHARGE................................... 9
MORTALITY AND EXPENSE GUARANTEE....................... 9
ANNUAL CERTIFICATE MAINTENANCE CHARGE.................... 9
DEDUCTION FOR ANNUAL CERTIFICATE MAINTENANCE CHARGE...
TRANSFERS................................................ 9
TRANSFERS DURING THE ACCUMULATION PERIOD.............. 9
TRANSFERS DURING THE ANNUITY PERIOD................... 10
WITHDRAWAL PROVISIONS.................................... 11
WITHDRAWAL............................................ 11
CONTINGENT DEFERRED SALES CHARGE...................... 11
WITHDRAWAL CHARGE..................................... 11
PROCEEDS PAYABLE ON DEATH................................ 11
DEATH OF PARTICIPANT DURING THE ACCUMULATION PERIOD... 12
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD... 12
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD.. 12
DEATH OF PARTICIPANT DURING THE ANNUITY PERIOD........ 12
DEATH OF ANNUITANT.................................... 13
PAYMENT OF DEATH BENEFIT.............................. 13
BENEFICIARY........................................... 13
CHANGE OF BENEFICIARY................................. 13
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION............. 14
MUVAC96 Page 2 of 30
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<PAGE>
Page
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS................... 14
ANNUITANT.................................................. 14
PARTICIPANT................................................ 14
JOINT PARTICIPANTS......................................... 14
ASSIGNMENT OF THE CERTIFICATE.............................. 15
GENERAL PROVISIONS............................................ 15
THE CERTIFICATE............................................ 15
CERTIFICATE CHANGES BY THE COMPANY......................... 15
CERTIFICATE CHANGES BY THE PARTICIPANT..................... 15
CERTIFICATE TERMINATION.................................... 16
INCONTESTABILITY........................................... 16
MISSTATEMENT OF AGE OR SEX................................. 16
NON-BUSINESS DAYS.......................................... 16
NON-PARTICIPATING.......................................... 16
PROTECTION OF PROCEEDS..................................... 16
REGULATORY REQUIREMENTS.................................... 16
REPORTS.................................................... 16
PREMIUM AND OTHER TAXES.................................... 17
ANNUITY PROVISIONS............................................ 17
ANNUITY GUIDELINES......................................... 17
ANNUITY PAYMENTS........................................... 16
FIXED ANNUITY.............................................. 16
VARIABLE ANNUITY........................................... 16
ANNUITY UNITS AND PAYMENTS................................. 16
ANNUITY UNIT VALUE......................................... 16
ANNUITY OPTIONS............................................ 19
Annuity Option A - Life Income.......................... 19
Annuity Option B - Life Income with Period Certain...... 19
Annuity Option C - Joint and Last Survivor Payments..... 19
Annuity Option D - Joint and 2/3 Survivor Annuity....... 19
Annuity Option E - Period Certain....................... 19
Annuity Option F - Special Income Settlement Agreement.. 19
ANNUITY RATES................................................. 20
Fixed Annuity Rates........................................ 20
Fixed Annuity Rates Table 1............................. 21
Fixed Annuity Rates Table 2............................. 22
Fixed Annuity Rates Table 3............................. 23
Fixed Annuity Rates Table 4............................. 24
Variable Annuity Rates..................................... 25
Variable Annuity Rates Table 5.......................... 26
Variable Annuity Rates Table 6.......................... 27
Variable Annuity Rates Table 7.......................... 28
Variable Annuity Rates Table 8.......................... 29
MUVAC96 Page 3 of 30
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<PAGE>
CERTIFICATE SCHEDULE
REVISION DATE: [September 1, 1999]
PARTICIPANT: [John Doe] AGE AND SEX: [35 Male]
ANNUITANT: [John Doe] AGE AND SEX: [35 Male]
CERTIFICATE NUMBER: [1234 CML] CERTIFICATE ISSUE DATE: [September 1, 1999]
ANNUITY DATE: [September 1, 2028]
BENEFICIARY: As designated by the Participant at the Certificate Issue
Date, unless changed in accordance with the Certificate.
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: [$25,000]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: [$250, or, if the automatic investment
plan option is elected, $100.]
MAXIMUM TOTAL PURCHASE PAYMENTS: [For Participants up to Age 75 on the
Certificate Issue Date, the maximum total Purchase Payments are $1 Million;
for Participants over Age 75 on the Certificate Issue Date, the maximum
total Purchase Payments are $500,000. Purchase Payments above these
amounts must be preapproved by the Company. For Joint Participants, Age
refers to the oldest Joint Participant.]
ALLOCATION GUIDELINES:
1. There are currently no limitations on the number of Sub-Accounts that
can be selected by a Participant.
2. Participants can have Purchase Payments allocated to the Fixed Account
in accordance with the attached Declared Interest Rate Fixed Account
Endorsement.
3. If the Purchase Payments and forms required to issue a Certificate are
in good order, the initial Net Purchase Payment will be credited to
the Certificate within two (2) business days after receipt at the
Annuity Service Center. Additional Purchase Payments will be credited
to the Certificate as of the Valuation Period when they are received.
NoCDSC 4A of 30
36
<PAGE>
FIXED ACCOUNT:
MINIMUM GUARANTEED INTEREST RATE: 3%
SEPARATE ACCOUNT: [Massachusetts Mutual Variable Annuity Separate Account 4]
ELIGIBLE INVESTMENTS, SERIES AND SUB-ACCOUNTS:
[Oppenheimer Variable Account Funds
[Money Fund/VA Money Sub-Account]
[Strategic Bond Fund/VA Strategic Bond Sub-Account]
[Main Street Growth & Income Fund/VA Main Street Growth & Income Sub-
Account]
[High Income Fund/VA High Income Sub-Account]
[Capital Appreciation Fund/VA Capital Appreciation Sub-Account]
[Global Securities Fund/VA Global Securities Sub-Account]
[Panorama Series Fund I, Inc.
[Total Return Portfolio Total Return Sub-Account]
[Growth Portfolio Growth Sub-Account]
[International Equity Portfolio International Equity Sub-Account]
[Variable Insurance Products Fund II -- Contrafund Portfolio; Contrafund Sub-
Account]
[American Century Variable Portfolios, Inc. VP Income & Growth Portfolio;
Income & Growth Sub-Account]
[T. Rowe Price Equity Series, Inc. Mid-Cap Growth Portfolio; Mid-Cap Growth
Sub-Account]
[MML Series Investment Fund]
[MML Small Cap Value Equity Fund Small Cap Value Equity Sub-Account]
[MML Equity Fund Equity Sub-Account]
[MML Blend Fund Blend Sub-Account]
[MML Equity Index Fund Equity Index Sub-Account]
[MML Growth Equity Fund Growth Equity Sub-Account]
[MML Small Cap Growth Equity Fund Small Cap Growth Equity Sub-Account]
[MML Managed Bond Fund Managed Bond Sub-Account]
ANNUAL CERTIFICATE MAINTENANCE CHARGE: On the last day of each Certificate Year
an annual fee not to exceed $60.00 per Certificate Year will be deducted. In
the event of an increase, the Company will give the Certificate Owner 90 days
prior notice of the increase. However, if the Certificate Value on the last
day of the Certificate Year is at least $100,000, then no Annual Certificate
Maintenance Charge will be deducted. If a total withdrawal is made on other
than the last day of the Certificate Year and the Certificate Value for the
Valuation Period during which the total withdrawal is made is less than
$100,000, the Annual Certificate Maintenance Charge will be deducted at the time
of the total withdrawal. Subject to the condition set forth in the following
sentence, the Annual Certificate Maintenance Charge will be deducted from the
Sub-Accounts and the Fixed Account in the same proportion that the amount of the
Certificate Value in each Sub-Account or Fixed Account bears to the total
Certificate Value. In no event shall that potion of the Annual Certificate
Maintenance Charge deducted from the Fixed Account exceed $30.00 during any
Certificate Year. If the Annuity Date is not the last day of the Certificate
Year and the Certificate Value on the Annuity Date is less than $100,000, then a
pro-rata portion of the Annual Certificate Maintenance Charge will be deducted
on the Annuity Date. During the Annuity Period, the Annual Certificate
Maintenance Charge will be deducted pro-rata from Annuity Payments regardless of
Certificate size and will result in a reduction of each Annuity Payment.
MORTALITY AND EXPENSE RISK CHARGE: The current charge is equal on an annual
basis to 1.34% of the average daily net asset value of the Separate Account for
the first Ten Certificate Years, subject to a maximum charge of 1.50%, and 1.09%
thereafter, subject to a maximum charge of 1.35%.
ADMINISTRATIVE CHARGE: The current charge is equal on an annual basis to 0.15%
of the average daily net asset value of the Separate Account. The maximum
Administrative Charge will not exceed 0.25% of the average daily net asset value
of the Separate Account.
DISTRIBUTION CHARGE: None
NoCDSC 4B of 30
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<PAGE>
TRANSFERS:
NUMBER OF TRANSFERS: Subject to the conditions imposed on such transfers by
the Company, Participants may make unlimited transfers during the
Accumulation Period and 6 transfers per calendar year during the Annuity
Period. The Company reserves the right to further limit the number of
transfers in the future.
FREE TRANSFERS: 12 per calendar year during the Accumulation Period; 6 per
calendar year during the Annuity Period. All transfers made during a
Valuation Period are deemed to be one transfer.
TRANSFER FEE: The Transfer fee will not exceed the lesser of $20 or 2% of
the amount transferred for each transfer beyond the 12 free unscheduled
transfers allowed per calendar year. In addition, all transfers made as a
result of a dollar cost averaging or rebalancing program will be considered
as free scheduled transfers that do not count toward the 12 free
unscheduled transfers.
MINIMUM AND MAXIMUM AMOUNT TO BE TRANSFERRED: The minimum amount of a
transfer is $1,000 per transfer request (from one or multiple Sub-Accounts
and the Fixed Account during the Accumulation Period) or the Participant's
entire interest in the Sub-Account or Fixed Account, if less. This
requirement is waived if the transfer is made in connection with the
rebalancing program.
Transfers out of the Fixed Account during any Certificate Year are limited
in amount to thirty percent (30%) of the Participant's Certificate Value
allocated to the Fixed Account determined as of the end of the previous
Certificate Year. Transfers out of the Fixed Account are done on a first-
in-first-out basis.
Transfers between Competing Accounts are not allowed. The Fixed Account
and the Money Market Sub-Account are considered Competing Accounts. For a
period of ninety (90) days following a transfer out of a Competing Account,
no transfers may be made into the other Competing Account. In addition,
for a period of ninety (90) days following a transfer into a Competing
Account, no transfers may be made out of the other Competing Account.
MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT OR THE FIXED ACCOUNT
AFTER A TRANSFER: $1,000; or $0 if the entire amount in the Sub-Account or
Fixed Account is transferred.
WITHDRAWALS:
CONTINGENT DEFERRED SALES CHARGE: None
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<PAGE>
FREE WITHDRAWAL AMOUNT: Unlimited Free Withdrawals. Not subject to any
Withdrawal Charges
WITHDRAWAL CHARGE: None
MINIMUM PARTIAL WITHDRAWAL: $250
MINIMUM CERTIFICATE VALUE WHICH MUST REMAIN IN THE CERTIFICATE AFTER A
PARTIAL WITHDRAWAL: [$25,000]
NUMBER OF PARTIAL WITHDRAWALS PERMITTED: [No Limit]
ANNUITY GUIDELINE PARAMETERS:
[1. If the amount to be applied under an Annuity Option is less
than $2,000, the Company reserves the right to pay the amount in
a lump sum. If any Annuity Payment is less than $100, the
Company reserves the right to change the payment basis to
equivalent quarterly, semi-annual or annual payments.
2. The Annuity Date must be the first day of a calendar month. The
Annuity Date cannot be earlier than five years after the Issue Date.
3. The latest permitted Annuity Date is the earlier of:
(i) the 90th birthday of the Annuitant or the oldest joint
Annuitant;
(ii) the latest date permitted under state law; or
(iii) the 90th birthday of the Participant or
the oldest Joint Participant]
RIDERS: [Individual Retirement Annuity Endorsement]
[Accumulation Death Benefit Endorsement]
[Reset Death Benefit Endorsement]
[Annual Ratchet Death Benefit Endorsement]
[Basic Death Benefit Endorsement]
[Unisex Annuity Rates Certificate Endorsement]
[Tax Sheltered Annuity Endorsement]
[Qualified Plan Certificate Endorsement]
[Declared Interest Rate Fixed Account Endorsement]
[Fixed Account for Dollar Cost Averaging Endorsement]
[Section 457 Plan Endorsement]
[Exchange Endorsement]
DEATH BENEFIT ENDORSEMENT CHARGE: The maximum charge will not exceed 0.20% on an
annual basis of the average daily net asset value of the Separate Account. The
maximum charge will not exceed 0.35% on an annual basis of the average daily net
asset value of the Separate Account for ages 16-60 at Issue Date. The maximum
charge will not exceed 0.50% on an annual basis of the average daily net asset
value of the Separate Account for ages 61-70 at Issue Date. The maximum charge
will not exceed 0.70% on an annual basis of the average daily net value of the
Separate Account for ages 71 and older at Issue Date. None.
ANNUITY SERVICE CENTER:
[Massachusetts Mutual Life Insurance Company
Annuity Service Center H565
P.O. Box 9067
Springfield, MA 01102-9067]
NoCDSC 4D of 30
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<PAGE>
DEFINITIONS
ACCUMULATION PERIOD The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.
ACCUMULATION UNIT A unit of measure used to determine the value of the
Participant's interest in a Sub-Account of the Separate
Account during the Accumulation Period.
AGE The age of any Participant or Annuitant on his/her birthday
nearest the date for which age is being determined.
ANNUITANT The primary person upon whose life Annuity Payments are to
be made. On or after the Annuity Date, the Annuitant shall
also include any joint Annuitant.
ANNUITY DATE The date on which Annuity Payments begin. The Annuity Date
is shown on the Certificate Schedule.
ANNUITY OPTIONS Options available for Annuity Payments.
ANNUITY PAYMENTS The series of payments that will begin on the Annuity Date.
ANNUITY PERIOD The period which begins on the Annuity Date and ends with
the last Annuity Payment.
ANNUITY RESERVE The assets which support the Annuity Option selected by the
Participant during the Annuity Period.
ANNUITY SERVICE The office indicated on the Certificate Schedule to which
CENTER notices, requests and Purchase Payments must be sent. All
sums payable by the Company under this Certificate are
payable only at the Annuity Service Center.
ANNUITY UNIT A unit of measure used to determine the amount of each
Variable Annuity Payment after the Annuity Date.
BENEFICIARY The person(s) or entity(ies) designated to receive the
death benefit provided by this Certificate.
CERTIFICATE An anniversary of the Issue Date of this Certificate.
ANNIVERSARY
CERTIFICATE The date on which this Certificate became effective.
ISSUE DATE This date is shown on the Certificate Schedule.
CERTIFICATE VALUE The sum of the Participant's interest in the Sub-Accounts
of the Separate Account during the Accumulation Period.
CERTIFICATE YEAR The first Certificate Year is the annual period which
begins on the Certificate Issue Date. Subsequent
Certificate Years begin on each anniversary of the
Certificate Issue Date.
MUVAC96 Page 5 of 30
40
<PAGE>
ELIGIBLE INVESTMENT An investment entity shown on the Certificate Schedule
into which assets of the Separate Account will be
invested.
FIXED ANNUITY A series of payments made during the Annuity Period which
are guaranteed as to dollar amount by the Company.
GENERAL ACCOUNT The Company's general investment account which contains
all the assets of the Company with the exception of the
Separate Account and other segregated asset accounts.
GOOD ORDER Any application, Purchase Payments, withdrawal request, or
forms required by the Company which are satisfactory to
the Company.
NET PURCHASE A Purchase Payment less any Premium Tax assessed by any
PAYMENT state or other jurisdiction.
PARTICIPANT The person(s) or entity(ies) entitled to the ownership
rights stated in this Certificate.
PREMIUM TAX A tax imposed by certain states and other jurisdictions
when, for example, a Purchase Payment is made, when
Annuity Payments begin, or when the Certificate is
surrendered.
PURCHASE PAYMENT During the Accumulation Period, a payment made by or on
behalf of a Participant with respect to this Certificate.
REVISION DATE The date of any revised Certificate Schedule. A revised
Certificate Schedule bearing the latest Revision Date will
supersede all previous Certificate Schedules.
SEPARATE ACCOUNT The Company's Separate Account designated on the
Certificate Schedule.
SERIES A segment of an Eligible Investment which constitutes a
separate and distinct class of shares into which assets of
a Sub-Account will be invested.
SUB-ACCOUNT Separate Account assets are divided into Sub-Accounts
which are listed on the Certificate Schedule. Assets of
each Sub-Account will be invested in shares of an Eligible
Investment or a Series of an Eligible Investment.
VALUATION DATE Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for
business.
VALUATION PERIOD The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of
business for the next succeeding Valuation Date.
VARIABLE ANNUITY An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-
Accounts of the Separate Account.
WRITTEN REQUEST A request in writing, in a form satisfactory to the
Company, which is received by the Annuity Service Center.
MUVAC96 Page 6 of 30
41
<PAGE>
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS
The initial Purchase Payment is due on the Certificate Issue Date. The minimum
and maximum subsequent and total Purchase Payments are shown on the Certificate
Schedule. The Company reserves the right to reject any Application or Purchase
Payment.
SUBSEQUENT PURCHASE PAYMENTS
Subject to the minimum subsequent and maximum total shown on the Certificate
Schedule, the Participant may make subsequent Purchase Payments.
ALLOCATION OF PURCHASE PAYMENTS
The allocation of the initial Net Purchase Payment is made in accordance with
the selection made by the Participant at the time the Participant's Certificate
is issued. Unless otherwise changed by Written Request by the Participant,
subsequent Net Purchase Payments are allocated in the same manner as the initial
Net Purchase Payment. Allocation of the Net Purchase Payments is subject to the
Allocation Guidelines shown on the Certificate Schedule. The Company has
reserved the right to allocate initial Purchase Payments to the Money Market
Sub-Account until the expiration of the Right to Examine Certificate period.
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT
The Separate Account is designated on the Certificate Schedule and consists of
assets set aside by the Company, which are kept separate from that of the
general account assets and all other separate account assets of the Company. The
assets of the Separate Account equal to reserves and other liabilities will not
be charged with liabilities arising out of any other business the Company may
conduct.
The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Certificate are listed in the Certificate
Schedule. The assets of the Sub-Accounts are allocated to the Eligible
Investment(s) and the Series, if any, within an Eligible Investment shown on the
Certificate Schedule. The Company may, from time to time, add additional
Eligible Investments or Series to those shown on the Certificate Schedule. The
Participant may be permitted to transfer Certificate Values or allocate Net
Purchase Payments to the additional Eligible Investments or Series. However, the
right to make such transfers or allocations will be limited by the terms and
conditions imposed by the Company.
Should the shares of any such Eligible Investment(s) or any Series within an
Eligible Investment become unavailable for investment by the Separate Account,
or the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or may
substitute shares of another Eligible Investment or Series for shares already
purchased under this Certificate.
VALUATION OF ASSETS
The assets of the Separate Account are valued at their fair market value in
accordance with procedures of the Company.
MUVAC96 Page 7 of 30
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<PAGE>
ACCUMULATION UNITS
During the Accumulation Period, Accumulation Units shall be used to account for
all amounts allocated to or withdrawn from the Sub-Accounts of the Separate
Account as a result of Purchase Payments, withdrawals, transfers, or fees and
charges. The Company will determine the number of Accumulation Units of a Sub-
Account purchased or cancelled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the Sub-Account by the dollar value
of one Accumulation Unit of the Sub-Account as of the end of the Valuation
Period during which the request for the transaction is received at the Annuity
Service Center.
ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account was set on the date such Sub-
Account became operative. Subsequent Accumulation Unit Values for each Sub-
Account are determined by multiplying the Accumulation Unit Value for the
immediately preceding Valuation Period by the Net Investment Factor for the Sub-
Account for the current Valuation Period.
The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the
current Valuation Period; plus
(ii) any dividend per share declared on behalf of such Eligible
Investment or Series that has an ex-dividend date within the current
Valuation Period; less
(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or
maintenance of the Sub-Account.
B is the net asset value per share of the Eligible Investment or Series of
an Eligible Investment held by the Sub-Account for the immediately
preceding Valuation Period.
C is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge and for the Distribution Charge
which are shown on the Certificate Schedule.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
MORTALITY AND EXPENSE RISK CHARGE
Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from each Sub-Account of the Separate Account which is equal, on an annual
basis, to the amount shown on the Certificate Schedule. The Mortality and
Expense Risk Charge compensates the Company for assuming the mortality and
expense risks under this Certificate.
ADMINISTRATIVE CHARGE
Each Valuation Period, the Company deducts an Administrative Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis, to the
amount shown on the Certificate Schedule. The Administrative Charge compensates
the Company for the costs associated with the administration of this Certificate
and the Separate Account.
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<PAGE>
DISTRIBUTION CHARGE
Each Valuation Period, the Company deducts a Distribution Charge from each Sub-
Account of the Separate Account which is equal, on an annual basis to the amount
shown on the Certificate Schedule. The Distribution Charge compensates the
Company for the costs associated with the distribution of this Certificate.
MORTALITY AND EXPENSE GUARANTEE
The Company guarantees that the dollar amount of each Annuity Payment after the
first Annuity Payment will not be affected by variations in mortality or expense
experience.
ANNUAL CERTIFICATE MAINTENANCE CHARGE
DEDUCTION FOR ANNUAL CERTIFICATE MAINTENANCE CHARGE
The Company deducts an Annual Certificate Maintenance Charge from the
Certificate Value or Annuity Payments to reimburse it for expenses relating to
maintenance of the Certificate. The Annual Certificate Maintenance Charge is
shown on the Certificate Schedule.
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to any limitations imposed by the Company on the number of transfers,
shown on the Certificate Schedule, that can be made during the Accumulation
Period, the Participant may transfer all or part of the Participant's interest
in a Sub-Account by Written Request without the imposition of any fee or charge
if there have been no more than the number of free transfers shown on the
Certificate Schedule. All transfers are subject to the following:
1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, shown on the Certificate Schedule, for
each subsequent transfer permitted. The Transfer Fee will be deducted
from the Participant's interest in the Sub-Account from which the
transfer is made. However, if the Participant's entire interest in a
Sub-Account is being transferred, the Transfer Fee will be deducted
from the amount which is transferred. If Certificate Values are being
transferred from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion to
the amount transferred from each Sub-Account.
2. The minimum amount which can be transferred is shown on the
Certificate Schedule. The minimum amount which must remain in a Sub-
Account is shown on the Certificate Schedule.
3. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege
described above.
If the Participant elects to use this transfer privilege, the Company will not
be liable for transfers made in accordance with the Participant's instructions.
All amounts and Accumulation Units will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.
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<PAGE>
TRANSFERS DURING THE ANNUITY PERIOD
During the Annuity Period, the Participant may make transfers, by Written
Request, as follows:
1. The Participant may make transfers of Annuity Reserves between Sub-
Accounts, subject to any limitations imposed by the Company on the
number of transfers, shown on the Certificate Schedule, that can be
made. If more than the number of free transfers have been made, the
Company will deduct a Transfer Fee, shown on the Certificate Schedule,
for each subsequent transfer permitted. The Transfer Fee will be
deducted from the Participant's interest in the Sub-Account from which
the transfer is made. However, if the Participant's entire interest
in a Sub-Account is being transferred, the Transfer Fee will be
deducted from the amount which is transferred. If Annuity Reserves are
being transferred from more than one Sub-Account, any Transfer Fee
will be allocated to those Sub-Accounts on a pro-rata basis in
proportion to the amount transferred from each Sub-Account.
2. The Participant may, once each Certificate Year, make a transfer from
one or more Sub-Accounts to the General Account. The Participant may
not make a transfer from the General Account to the Separate Account.
3. Transfers between Sub-Accounts will be made by converting the number
of Annuity Units being transferred to the number of Annuity Units of
the Sub-Account to which the transfer is made, so that the next
Annuity Payment if it were made at that time would be the same amount
that it would have been without the transfer. Thereafter, Annuity
Payments will reflect changes in the value of the new Annuity Units.
The amount transferred to the General Account from a Sub-Account will
be based on the Annuity Reserves for the Participant in that Sub-
Account. Transfers to the General Account will be made by converting
the Annuity Units being transferred to purchase fixed Annuity Payments
under the Annuity Option in effect and based on the Age of the
Annuitant at the time of the transfer.
4. The minimum amount which can be transferred is shown on the
Certificate Schedule. The minimum amount which must remain in a Sub-
Account is shown on the Certificate Schedule.
5. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege
described above.
If the Participant elects to use this transfer privilege, the Company will not
be liable for transfers made in accordance with the Participant's instructions.
All amounts and Annuity Unit Values will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.
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<PAGE>
WITHDRAWAL PROVISIONS
WITHDRAWAL
During the Accumulation Period, the Participant may, upon Written Request, make
a total or partial withdrawal of the Certificate Withdrawal Value. The
Certificate Withdrawal Value is:
1. The Certificate Value as of the end of the Valuation Period
during which a Written Request for a withdrawal is received; less
2. Any applicable Premium Taxes not previously deducted; less
3. The Contingent Deferred Sales Charge, if any; less
4. The Withdrawal Charge, if any; less
5. The Annual Certificate Maintenance Charge, if any; less
6. Any Purchase Payments credited to the Certificate when based upon
checks that have not cleared the drawer bank.
A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Participant's interest in the
Sub-Account bears to the total Certificate Value. The Participant must specify
by Written Request in advance which Sub-Account Units are to be canceled if
other than the above method is desired. If the Participant makes a total
withdrawal, all of the Participant's rights and interests in the Certificate
will terminate.
The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in Good Order unless the Suspension or Deferral of Payments
Provision is in effect.
Each partial withdrawal must be for an amount which is not less than the minimum
amount shown on the Certificate Schedule. The Certificate Value which must
remain in a Certificate after a partial withdrawal is shown on the Certificate
Schedule. The Company reserves the right to limit the number of partial
withdrawals that can be made from a Certificate. The current number of partial
withdrawals permitted is shown on the Certificate Schedule.
CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge may be deducted in the event of a withdrawal
of all or a portion of the Certificate Value. The Contingent Deferred Sales
Charge and Free Withdrawal Amounts are set out on the Certificate Schedule.
WITHDRAWAL CHARGE
A service fee (Withdrawal Charge) may be deducted in the event of a withdrawal.
The Withdrawal Charge is set out on the Certificate Schedule.
MUVAC96 Page 11 of 30
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<PAGE>
PROCEEDS PAYABLE ON DEATH
DEATH OF PARTICIPANT DURING THE ACCUMULATION PERIOD
Upon the death of the Participant or a Joint Participant during the Accumulation
Period, the death benefit will be paid to the Beneficiary designated by the
Participant. Upon the death of a Joint Participant, the surviving Joint
Participant, if any, will be treated as the Primary Beneficiary. Any other
Beneficiary designation on record at the time of death will be treated as a
Contingent Beneficiary.
A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Participant he or
she may elect to continue the Certificate at the then current Certificate Value
in his or her own name and exercise all the Participant's rights under the
Certificate.
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
The death benefit during the Accumulation Period will be the Certificate Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election for the payment method.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Participant during the
Accumulation Period:
Option 1 - lump sum payment of the death benefit; or
--------
Option 2 - the payment of the entire death benefit within 5
-------- years of the date of the death of the Participant; or
Option 3 - payment of the death benefit under an Annuity Option
-------- over the lifetime of the Beneficiary or over a
period not extending beyond the life expectancy of
the Beneficiary with distribution beginning within
one year of the date of death of the Participant or
any Joint Participant.
Any portion of the death benefit not applied under Option 3 within one year of
the date of the Participant's death must be distributed within five years of the
date of death.
A spousal Beneficiary may elect to continue the Certificate in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.
Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day period beginning with the date of receipt by the Company of proof
of death.
DEATH OF PARTICIPANT DURING THE ANNUITY PERIOD
If the Participant or a Joint Participant, who is not the Annuitant, dies during
the Annuity Period, any remaining payments under the Annuity Option elected will
continue at least as rapidly as under the method of distribution in effect at
such Participant's death. Upon the death of a Participant during the Annuity
Period, the Beneficiary becomes the Participant.
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<PAGE>
DEATH OF ANNUITANT
Upon the death of the Annuitant, who is not a Participant, during the
Accumulation Period, the Participant may designate a new Annuitant, subject to
the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Participant will become the
Annuitant. If the Participant is a non-natural person, the death of the
Annuitant will be treated as the death of the Participant and a new Annuitant
may not be designated.
Upon the death of the Annuitant on or after the Annuity Date, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits will
be paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.
PAYMENT OF DEATH BENEFIT
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the
finding of death; or
3. any other proof satisfactory to the Company.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
BENEFICIARY
The Beneficiary designation in effect on the Certificate Issue Date will remain
in effect until changed. Unless the Participant provides otherwise, the death
benefit will be paid in equal shares to the survivor(s) as follows:
1. to the Primary Beneficiary(ies) who survive the Participant's
and/or the Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Participant's
and/or the Annuitant's death, as applicable; or if there are none
3. to the estate of the Participant.
Beneficiaries may be named irrevocably. A change of Beneficiary requires the
consent of any irrevocable Beneficiary. If an irrevocable Beneficiary is named,
the Participant retains all other contractual rights.
CHANGE OF BENEFICIARY
Subject to the rights of any irrevocable Beneficiary(ies), the Participant may
change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A change
must be made by Written Request. The change will take effect as of the date the
notice is signed. The Company will not be liable for any payment made or action
taken before it records the change.
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<PAGE>
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
The Company reserves the right to suspend or postpone payments for a withdrawal
or transfer for any period when:
1. The New York Stock Exchange is closed (other than customary
weekend and holiday closings);
2. Trading on the New York Stock Exchange is restricted;
3. An emergency exists as a result of which disposal of securities
held in the Separate Account is not reasonably practicable or it
is not reasonably practicable to determine the value of the
Separate Account's net assets; or
4. During any other period when the Securities and Exchange
Commission, by order, so permits for the protection of
Participants;
provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
With respect to the General Account, the Company reserves the right to suspend
or postpone payments for a withdrawal or transfer from the General Account for a
period of up to six months.
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
ANNUITANT
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Participant at the Certificate Issue
Date, unless changed prior to the Annuity Date. The Annuitant may not be changed
in a Certificate which is owned by a non-natural person. Any change of Annuitant
is subject to the Company's underwriting rules then in effect.
PARTICIPANT
The Participant has all ownership rights under this Certificate. The Participant
is the person designated as such on the Certificate Issue Date, unless changed.
The Participant may change Participant(s) at any time prior to the Annuity Date
by Written Request. A change of Participant will automatically revoke any prior
designation of Participant. The change will become effective as of the date the
Written Request is signed. A new designation of Participant will not apply to
any payment made or action taken by the Company prior to the time it was
received.
JOINT PARTICIPANTS
A Certificate can be owned by Joint Participants. If Joint Participants are
named, any Joint Participant must be the spouse of the other Participant. Upon
the death of either Participant, the surviving spouse will be the Primary
Beneficiary. Any other Beneficiary designation will be treated as a Contingent
Beneficiary unless otherwise indicated in a Written Request.
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ASSIGNMENT OF THE CERTIFICATE
A Written Request specifying the terms of an assignment of this Certificate must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in this Certificate by assignment, agreement, or
otherwise.
The Company will not be responsible for the validity or tax consequences of any
assignment. Any assignment made after the death benefit has become payable will
be valid only with the Company's consent.
If this Certificate is assigned, the Participant's rights may only be exercised
with the consent of the assignee of record.
GENERAL PROVISIONS
THE CERTIFICATE
The entire Certificate consists of this Certificate, any Application and any
riders or endorsements attached to this Certificate.
CERTIFICATE CHANGES BY THE COMPANY
The Company reserves the right to amend this Certificate to meet the
requirements of any applicable federal or state laws or regulations, or as
otherwise provided in this Certificate. The Company will notify the Participant
in writing of such amendments.
Any changes to this Certificate by the Company must be signed by an authorized
officer of the Company. Agents of the Company have no authority to alter or
modify any of the terms, conditions, agreements of this Certificate, or to waive
any of its provisions.
CERTIFICATE CHANGES BY THE PARTICIPANT
The Participant may, subject to the Company's underwriting rules then in effect
and in accordance with the provisions of this Certificate, by Written Request:
1. change the Participant;
2. change the Annuity Date and/or the Annuity Option at any time up
to thirty (30) calendar days before the current Annuity Date,
provided the Annuitant is then living;
3. change the Beneficiary; or
4. change the Annuitant, prior to the Annuity Date.
A change of Annuitant, Annuity Date and Annuity Option will take effect on the
date the Written Request is received.
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<PAGE>
CERTIFICATE TERMINATION
This Certificate will terminate upon the occurrence of any of the following
events:
1. the date of the last Annuity Payment;
2. the date payment is made of the entire Certificate Value;
3. the date of the last death benefit payment to the last
Beneficiary;
4. the date the Certificate is returned under the Right to Examine
Certificate provision.
INCONTESTABILITY
The Company shall not contest the validity of this Certificate.
MISSTATEMENT OF AGE OR SEX
If the Annuitant's Age or sex has been incorrectly stated, the Annuity Payment
payable will be that which the Certificate Value, reduced by any applicable
Premium Tax, Annual Certificate Maintenance Charge, and Contingent Deferred
Sales Charge, would have purchased at the correct Age and sex. After correction,
the Annuitant will be credited with any underpayments accumulated at 3% made by
the Company at the next subsequent payment. The amount of any overpayments made
by the Company accumulated at 3% will be charged against the payment(s)
following the correction.
NON-BUSINESS DAYS
If the due date for any activity required by the Certificate falls on a
non-business day for the Company, performance will be rendered on the first
business day following the due date.
NON-PARTICIPATING
This Certificate is non-participating and will not share in any surplus earnings
of the Company. No dividends are payable on this Certificate.
PROTECTION OF PROCEEDS
To the extent permitted by law, all payments under this Certificate shall be
free from legal process and the claim of any creditor if the person is entitled
to them under this Certificate. No payment and no amount under this Certificate
can be taken or assigned in advance of its payment date unless the Company
receives the Participant's written consent and the Company agrees.
REGULATORY REQUIREMENTS
All values payable under this Certificate will not be less than the minimum
benefits required by the laws and regulations of the state in which this
Certificate is delivered.
REPORTS
Each year the Company will provide to the Participant an accounting of Purchase
Payments, transfers, withdrawals, charges applicable to this Certificate, and
any other information required under state or federal law.
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<PAGE>
PREMIUM AND OTHER TAXES
Any Premium Taxes relating to this Certificate may be deducted from the Purchase
Payments or Certificate Value when incurred. The Company will, in its sole
discretion, determine when Premium Taxes have resulted from: the investment
experience of the Separate Account; receipt by the Company of the Purchase
Payments; or commencement of Annuity Payments. The Company may, at its sole
discretion, pay such Premium Taxes when due and deduct that amount from the
Certificate Value at a later date. Payment of Premium Taxes at an earlier date
does not waive any right the Company may have to deduct amounts at a later date.
The Company will deduct any withholding taxes required by applicable law.
The Company reserves the right to establish a provision for federal income taxes
if it determines, in its sole discretion, that it will incur a tax as a result
of the operation of the Separate Account. The Company will deduct for any income
taxes incurred by it as a result of the operation of the Separate Account
whether or not there was a provision for taxes and whether or not it was
sufficient.
ANNUITY PROVISIONS
ANNUITY GUIDELINES
Once the Certificate reaches the Annuity Date, the following guidelines apply:
1. The Participant may elect to have the Certificate Value applied
to provide a Variable Annuity, a Fixed Annuity, or a combination
Fixed and Variable Annuity. If a combination is elected, the
Participant must specify what part of the Certificate Value is to
be applied to the Fixed and Variable options.
2. The amount of annuity benefits commencing on the Annuity Date
will not be less than those that would be provided by the
application of an amount to purchase any single consideration
immediate annuity contract offered by the Company at the time to
the same class of annuitants. Such amount applied to an Annuity
Option on the Annuity Date, excluding any death benefit proceeds
applied to an Annuity Option, is equal to the greater of the
Certificate Withdrawal Value, as defined in the Withdrawal
provisions of this Certificate, or ninety-five percent of what
the Certificate Withdrawal Value would be if there were no
Contingent Deferred Sales Charge.
3. The minimum amount that may be applied under any Annuity Option,
and the minimum periodic Annuity Payment allowed, are set forth
on the Certificate Schedule in the Annuity Guideline Parameters.
4. Participants select an Annuity Date at the Certificate Issue
Date. Participants may change the Annuity Date at any time up to
thirty (30) calendar days prior to the current Annuity Date by
Written Request. Any Annuity Date selected is subject to the
Annuity Guideline Parameters set forth on the Certificate
Schedule.
5. If no Annuity Option has been chosen at least thirty (30)
calendar days before the Annuity Date, the Company will make
payments to the Annuitant under Option B, with 10 years of
payments guaranteed. Unless specified otherwise, the Certificate
Value shall be used to provide a Variable Annuity.
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<PAGE>
ANNUITY PAYMENTS
The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Participant has by Written Request
selected an available Annuity Option and payment schedule. Except as otherwise
agreed to by the Participant and the Company, Annuity Payments will be payable
monthly. The Annuity Option and frequency of Annuity Payments may not be changed
by the Participant after Annuity Payments begin. Unless the Participant
specifies otherwise, the payee of the Annuity Payments shall be the Annuitant.
If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves the
right to delay Annuity Payments until acceptable proof is received.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not fluctuate based on investment
performance.
The Fixed Annuity shall be determined by applying the Annuity Purchase Rates set
forth in the Fixed Annuity Rate Tables below to the portion of the Certificate
Value allocated to the Fixed Annuity Option selected by the Participant.
VARIABLE ANNUITY
A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the allocation of the Certificate Value among
the Sub-Accounts.
ANNUITY UNITS AND PAYMENTS
The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units. The
number of Annuity Units is determined as follows:
1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the
Certificate Value to be applied to the Sub-Account and the
Annuity Purchase Rate by the value of one Annuity Unit in that
Sub-Account on the Annuity Date. The purchase rates are set forth
in the Variable Annuity Rate Tables below. The number of Annuity
Units does not change once established on the Annuity Date.
2. For each Sub-Account, the amount of each Annuity Payment equals
the product of the Annuitant's number of Annuity Units and the
Annuity Unit Value on the payment date. The amount of each
payment may vary.
ANNUITY UNIT VALUE
The value of any Annuity Unit for each Sub-Account of the Separate Account was
set on the date such Sub-Account became operative.
The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:
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1. The Net Investment Factor for the current Valuation Period is
multiplied by the value of the Annuity Unit for the Sub-Account
for the immediately preceding Valuation Period.
2. The result in (1) is then divided by an assumed investment rate
factor. The assumed investment rate factor equals 1.00 plus the
assumed investment rate for the number of days since the
preceding Valuation Date. Assumed investment rate is based on an
effective annual rate of [4%].
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
ANNUITY OPTIONS
The Participant may choose periodic fixed and/or variable Annuity Payments under
any one of the Annuity Options described below. The Company may consent to other
plans of payment before the Annuity Date.
The following Annuity Options are available:
Annuity Option A - Life Income
- ----------------
Periodic payments will be made as long as the Annuitant lives.
Annuity Option B - Life Income with Period Certain
- ----------------
Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5), ten
(10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed annuity payments remaining commuted and paid
in a lump sum. Any such commutation will be calculated in accordance with the
Company's standard procedures.
Annuity Option C - Joint and Last Survivor Payments
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.
Annuity Option D - Joint and 2/3 Survivor Annuity
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the annuity payment (or Units) in
effect during the joint lifetime.
Annuity Option E - Period Certain
- ----------------
Periodic payments will be made for a specified period (period certain). The
specified period must be at least five (5) years and cannot be more than thirty
(30) years. If the Participant does not desire payments to continue for the
remainder of the guaranteed period, he/she may elect to have the present value
of the remaining payments commuted and paid in a lump sum or as an Annuity
Option purchased at the date of such election. Any such commutation will be
calculated in accordance with the Company's standard procedures.
Annuity Option F - Special Income Settlement Agreement
- ----------------
The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Participant and the Company.
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ANNUITY RATES
-------------
FIXED ANNUITY RATES
- -------------------
Notes to Tables
- ---------------
Table 1 - Annuity Options A and B
Table 2 - Annuity Option C
Table 3 - Annuity Option D
Table 4 - Annuity Option E
Note 1: If the single premium immediate annuity rates offered by the
Company and designated by the Company for this purpose on the Annuity
Date are more favorable than the minimum guaranteed rates used to
develop Tables 1, 2, 3 or 4, those more favorable rates will be used.
Note 2: The 1983 Table "a" mortality table, projected to the year 2015
with Projection Scale G, applies to all Annuity Options which include
life contingent payments. Where applicable, unisex mortality rates
and projection factors are based on a 40%/60% male/female weighting.
Note 3: The Annuity Option rates shown in Tables 1, 2, 3, and 4 are based on
an effective annual interest rate of 3%.
Note 4: Rates will be determined based on the age(s) of any Annuitant(s)
on his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 5: The purchase rate for any age or combination of ages not shown in
the tables below will be calculated on the same basis as the payments
for those shown and may be obtained by Written Request.
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<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- ---------------------------------------------------------------------------------------------------------
MALE FEMALE
- ---------------------------------------------------------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.94 3.93 3.91 3.84 3.64 3.64 3.63 3.60 50
51 4.00 3.99 3.97 3.89 3.69 3.69 3.68 3.64 51
52 4.07 4.06 4.04 3.94 3.74 3.74 3.73 3.69 52
53 4.13 4.13 4.10 4.00 3.80 3.79 3.78 3.74 53
54 4.21 4.20 4.17 4.06 3.85 3.85 3.84 3.79 54
55 4.29 4.28 4.25 4.11 3.92 3.91 3.90 3.84 55
56 4.37 4.36 4.32 4.17 3.98 3.98 3.96 3.90 56
57 4.45 4.44 4.40 4.23 4.05 4.04 4.03 3.95 57
58 4.54 4.53 4.49 4.30 4.12 4.11 4.10 4.01 58
59 4.64 4.63 4.58 4.36 4.20 4.19 4.17 4.07 59
60 4.74 4.73 4.67 4.42 4.28 4.27 4.25 4.13 60
61 4.85 4.84 4.77 4.49 4.36 4.35 4.33 4.20 61
62 4.97 4.95 4.88 4.56 4.45 4.44 4.41 4.27 62
63 5.10 5.07 4.99 4.62 4.55 4.54 4.50 4.33 63
64 5.23 5.20 5.11 4.69 4.65 4.64 4.60 4.40 64
65 5.37 5.34 5.23 4.75 4.76 4.75 4.70 4.47 65
66 5.53 5.49 5.35 4.82 4.88 4.86 4.81 4.55 66
67 5.69 5.64 5.49 4.88 5.00 4.98 4.92 4.62 67
68 5.86 5.81 5.63 4.94 5.13 5.11 5.04 4.69 68
69 6.05 5.98 5.77 5.00 5.28 5.25 5.17 4.76 69
70 6.25 6.17 5.92 5.06 5.43 5.40 5.30 4.83 70
71 6.45 6.36 6.07 5.11 5.60 5.56 5.44 4.90 71
72 6.67 6.56 6.23 5.16 5.77 5.73 5.59 4.97 72
73 6.91 6.78 6.39 5.21 5.97 5.92 5.75 5.03 73
74 7.16 7.00 6.56 5.25 6.16 6.11 5.91 5.09 74
75 7.42 7.24 6.72 5.29 6.40 6.33 6.08 5.15 75
76 7.71 7.49 6.90 5.33 6.64 6.55 6.26 5.20 76
77 8.01 7.76 7.07 5.36 6.90 6.79 6.44 5.25 77
78 8.34 8.04 7.24 5.38 7.17 7.04 6.63 5.29 78
79 8.69 8.33 7.42 5.41 7.47 7.31 6.82 5.32 79
80 9.06 8.64 7.59 5.43 7.79 7.59 7.01 5.36 80
81 9.46 8.95 7.77 5.45 8.14 7.90 7.21 5.39 81
82 9.88 9.29 7.94 5.46 8.51 8.22 7.40 5.41 82
83 10.34 9.63 8.10 5.47 8.92 8.56 7.59 5.43 83
84 10.82 9.99 8.25 5.48 9.35 8.91 7.78 5.45 84
85 11.34 10.36 8.40 5.49 9.83 9.29 7.96 5.47 85
- ---------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96 Page 21 of 30
56
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------------------------------------
FEMALE AGE
MALE ---------------------------------------------------------------------------- MALE
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.16 3.24 3.30 3.34 3.38 3.40 3.42 3.43 3.44 40
45 3.15 3.24 3.33 3.41 3.48 3.54 3.58 3.61 3.63 3.65 45
50 3.16 3.29 3.41 3.52 3.63 3.72 3.79 3.84 3.88 3.90 50
55 3.21 3.33 3.48 3.63 3.77 3.91 4.02 4.11 4.16 4.22 55
60 3.22 3.36 3.53 3.71 3.91 4.10 4.28 4.43 4.55 4.63 60
65 3.24 3.39 3.57 3.78 4.02 4.28 4.55 4.79 4.99 5.14 65
70 3.24 3.40 3.59 3.83 4.11 4.44 4.79 5.16 5.50 5.77 70
75 3.25 3.41 3.61 3.86 4.17 4.55 5.00 5.51 6.01 6.47 75
80 3.25 3.42 3.62 3.88 4.21 4.64 5.16 5.80 6.51 7.22 80
85 3.25 3.42 3.63 3.90 4.24 4.69 5.27 6.03 6.94 7.94 85
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.17 3.24 3.29 3.33 3.37 3.40 3.41 3.43 3.44 3.44 40
45 3.24 3.32 3.40 3.47 3.53 3.57 3.60 3.63 3.64 3.65 45
50 3.29 3.40 3.51 3.61 3.70 3.77 3.83 3.87 3.89 3.91 50
55 3.33 3.47 3.61 3.75 3.89 4.00 4.09 4.16 4.21 4.24 55
60 3.37 3.53 3.70 3.89 4.07 4.25 4.40 4.52 4.60 4.66 60
65 3.40 3.57 3.77 4.00 4.25 4.50 4.73 4.93 5.09 5.20 65
70 3.41 3.60 3.83 4.09 4.40 4.73 5.08 5.40 5.67 5.88 70
75 3.43 3.63 3.87 4.16 4.52 4.93 5.40 5.87 6.31 6.67 75
80 3.44 3.64 3.89 4.21 4.60 5.09 5.67 6.31 6.96 7.57 80
85 3.44 3.65 3.91 4.24 4.66 5.20 5.88 6.67 7.57 8.48 85
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.06 3.11 3.15 3.19 3.21 3.23 3.24 3.25 3.25 3.25 40
45 3.11 3.19 3.25 3.30 3.34 3.37 3.39 3.40 3.41 3.42 45
50 3.15 3.25 3.34 3.42 3.49 3.54 3.58 3.60 3.62 3.63 50
55 3.19 3.30 3.42 3.54 3.64 3.73 3.79 3.84 3.87 3.89 55
60 3.21 3.34 3.49 3.64 3.79 3.93 4.05 4.13 4.19 4.23 60
65 3.23 3.37 3.54 3.73 3.93 4.13 4.32 4.47 4.59 4.66 65
70 3.24 3.39 3.58 3.79 4.05 4.32 4.60 4.86 5.06 5.21 70
75 3.25 3.40 3.60 3.84 4.13 4.47 4.86 5.25 5.62 5.91 75
80 3.25 3.41 3.62 3.87 4.19 4.59 5.06 5.62 6.16 6.70 80
85 3.25 3.42 3.63 3.89 4.23 4.66 5.21 5.91 6.70 7.52 85
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96 Page 22 of 30
57
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- -----------------------------------------------------------------------------------------------------------------
MALE FEMALE AGE FEMALE
--------------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.21 3.26 3.31 3.35 3.38 3.40 3.42 3.43 3.44 3.44 40
45 3.30 3.37 3.43 3.49 3.54 3.58 3.61 3.63 3.64 3.65 45
50 3.40 3.48 3.57 3.65 3.73 3.79 3.84 3.87 3.90 3.91 50
55 3.50 3.60 3.71 3.82 3.93 4.03 4.11 4.17 4.21 4.24 55
60 3.61 3.73 3.86 4.00 4.15 4.30 4.43 4.53 4.61 4.67 60
65 3.73 3.86 4.02 4.19 4.39 4.59 4.79 4.97 5.11 5.22 65
70 3.86 4.01 4.19 4.40 4.64 4.91 5.20 5.48 5.73 5.92 70
75 4.00 4.16 4.36 4.60 4.89 5.23 5.61 6.03 6.42 6.76 75
80 4.14 4.31 4.53 4.80 5.13 5.54 6.03 6.59 7.19 7.74 80
85 4.27 4.46 4.69 4.99 5.36 5.83 6.42 7.14 7.97 8.82 85
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY
- -----------------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
--------------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.26 3.30 3.34 3.37 3.40 3.41 3.43 3.44 3.44 3.45 40
45 3.37 3.43 3.48 3.53 3.57 3.60 3.62 3.64 3.65 3.65 45
50 3.48 3.56 3.64 3.71 3.78 3.83 3.86 3.89 3.91 3.92 50
55 3.60 3.71 3.81 3.92 4.01 4.09 4.16 4.20 4.23 4.26 55
60 3.73 3.86 3.99 4.14 4.27 4.40 4.51 4.59 4.65 4.69 60
65 3.87 4.02 4.19 4.37 4.57 4.76 4.93 5.07 5.16 5.26 65
70 4.02 4.19 4.40 4.63 4.88 5.15 5.42 5.65 5.85 6.00 70
75 4.16 4.37 4.60 4.88 5.19 5.55 5.94 6.31 6.64 6.91 75
80 4.33 4.55 4.81 5.12 5.50 5.96 6.48 7.02 7.54 8.01 80
85 4.48 4.72 5.00 5.36 5.80 6.34 7.00 7.73 8.51 9.26 85
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1) FEMALE(2) JOINT AND 2/3 ANNUITY
- -----------------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
--------------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.12 3.16 3.19 3.21 3.23 3.24 3.24 3.25 3.25 3.25 40
45 3.21 3.26 3.31 3.34 3.37 3.39 3.40 3.41 3.42 3.42 45
50 3.30 3.37 3.43 3.49 3.54 3.57 3.60 3.61 3.63 3.63 50
55 3.40 3.48 3.57 3.66 3.73 3.79 3.83 3.87 3.89 3.90 55
60 3.50 3.60 3.72 3.83 3.94 4.04 4.12 4.16 4.22 4.24 60
65 3.61 3.73 3.87 4.02 4.17 4.32 4.46 4.57 4.64 4.69 65
70 3.74 3.88 4.04 4.22 4.42 4.64 4.85 5.03 5.16 5.29 70
75 3.88 4.03 4.22 4.43 4.69 4.97 5.28 5.59 5.86 6.06 75
80 4.03 4.20 4.40 4.65 4.95 5.31 5.73 6.19 6.64 7.03 80
85 4.19 4.37 4.59 4.87 5.22 5.65 6.16 6.81 7.49 8.16 85
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96 Page 23 of 30
58
<PAGE>
---------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 4 - OPTION E
MONTHLY PAYMENT PER $1000
---------------------------------------------------------------------
YEARS MONTHLY INCOME
---------------------------------------------------------------------
5 $17.91
6 15.14
7 13.16
8 11.68
9 10.53
10 9.61
11 8.86
12 8.24
13 7.71
14 7.26
15 6.87
16 6.53
17 6.23
16 5.96
19 5.73
20 5.51
21 5.32
22 5.15
23 4.99
24 4.84
25 4.71
26 4.59
27 4.47
28 4.37
29 4.27
30 4.16
---------------------------------------------------------------------
MUVAC96 Page 24 of 30
59
<PAGE>
ANNUITY RATES
-------------
VARIABLE ANNUITY RATES
- ----------------------
Notes to Tables
- ---------------
Table 5 - Annuity Options A and B
Table 6 - Annuity Option C
Table 7 - Annuity Option D
Table 8 - Annuity Option E
Note 1: The 1983 Table "a" mortality table, projected to the year 2015 with
Projection Scale G, applies to all Annuity Options which include
life contingent payments. Where applicable, unisex mortality rates
and projection factors are based on a 40%/60% male/female weighting.
Note 2: The Annuity Option rates shown in Tables 5, 6, 7 and 8 are based on
an assumed effective annual interest rate of 4%.
Note 3: Rates will be determined based on the age(s) of any Annuitant(s) on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 4: The purchase rate for any age or combination of ages not shown in the
tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.
MUVAC96 Page 25 of 30
60
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- --------------------------------------------------------------------------------------------------
MALE FEMALE
- --------------------------------------------------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 4.53 4.53 4.51 4.42 4.24 4.24 4.23 4.19 50
51 4.60 4.59 4.56 4.47 4.29 4.29 4.28 4.23 51
52 4.66 4.65 4.63 4.52 4.34 4.33 4.32 4.28 52
53 4.73 4.72 4.69 4.57 4.39 4.39 4.38 4.32 53
54 4.80 4.79 4.76 4.62 4.45 4.44 4.43 4.37 54
55 4.88 4.86 4.83 4.68 4.51 4.50 4.49 4.42 55
56 4.95 4.94 4.90 4.74 4.57 4.56 4.54 4.47 56
57 5.04 5.02 4.98 4.79 4.63 4.63 4.61 4.52 57
58 5.13 5.11 5.06 4.85 4.70 4.70 4.67 4.58 58
59 5.22 5.21 5.15 4.91 4.78 4.77 4.74 4.64 59
60 5.33 5.31 5.24 4.97 4.86 4.85 4.82 4.70 60
61 5.44 5.41 5.34 5.04 4.94 4.93 4.90 4.76 61
62 5.55 5.53 5.44 5.10 5.03 5.02 4.98 4.82 62
63 5.68 5.65 5.55 5.16 5.12 5.11 5.07 4.89 63
64 5.81 5.78 5.67 5.22 5.22 5.21 5.16 4.95 64
65 5.96 5.91 5.79 5.28 5.33 5.31 5.26 5.02 65
66 6.11 6.06 5.91 5.35 5.45 5.43 5.37 5.09 66
67 6.27 6.22 6.04 5.40 5.57 5.55 5.48 5.15 67
68 6.45 6.38 6.16 5.46 5.70 5.68 5.60 5.22 68
69 6.63 6.55 6.32 5.52 5.85 5.82 5.72 5.29 69
70 6.83 6.74 6.46 5.57 6.00 5.96 5.85 5.36 70
71 7.04 6.93 6.61 5.62 6.16 6.12 5.99 5.42 71
72 7.26 7.13 6.77 5.67 6.34 6.29 6.14 5.49 72
73 7.50 7.34 6.92 5.71 6.54 6.48 6.29 5.55 73
74 7.75 7.57 7.09 5.76 6.74 6.67 6.45 5.60 74
75 8.02 7.81 7.25 5.79 6.97 6.89 6.62 5.66 75
76 8.30 8.06 7.42 5.83 7.22 7.11 6.79 5.71 76
77 8.61 8.32 7.59 5.86 7.47 7.35 6.97 5.75 77
78 8.94 8.60 7.76 5.88 7.75 7.60 7.15 5.79 78
79 9.29 8.89 7.93 5.90 8.05 7.87 7.34 5.82 79
80 9.66 9.20 8.10 5.92 8.37 8.15 7.53 5.86 80
81 10.06 9.51 8.27 5.94 8.72 8.45 7.72 5.88 81
82 10.49 9.84 8.43 5.95 9.10 8.77 7.91 5.91 82
83 10.95 10.16 8.59 5.97 9.51 9.11 8.10 5.93 83
84 11.43 10.54 8.74 5.98 9.95 9.47 8.28 5.94 84
85 11.95 10.90 8.88 5.98 10.42 9.84 8.45 5.96 85
- --------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96 Page 26 of 30
61
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE FEMALE AGE MALE
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.80 3.86 3.91 3.95 3.98 4.01 4.03 4.05 4.05 40
45 3.77 3.85 3.93 4.01 4.08 4.13 4.16 4.21 4.23 4.25 45
50 3.80 3.90 4.01 4.11 4.21 4.30 4.37 4.43 4.47 4.49 50
55 3.83 3.94 4.07 4.21 4.35 4.48 4.59 4.69 4.76 4.80 55
60 3.84 3.97 4.12 4.29 4.48 4.66 4.84 4.99 5.11 5.20 60
65 3.86 3.99 4.16 4.36 4.59 4.84 5.10 5.34 5.54 5.70 65
70 3.87 4.01 4.19 4.41 4.68 4.99 5.34 5.70 6.04 6.31 70
75 3.87 4.02 4.21 4.44 4.74 5.11 5.55 6.04 6.55 7.01 75
80 3.88 4.03 4.22 4.47 4.79 5.19 5.71 6.34 7.04 7.75 80
85 3.88 4.03 4.23 4.48 4.81 5.25 5.82 6.57 7.47 8.47 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.79 3.85 3.90 3.94 3.98 4.01 4.03 4.04 4.05 4.06 40
45 3.85 3.93 4.00 4.07 4.12 4.17 4.20 4.23 4.24 4.25 45
50 3.90 4.00 4.10 4.20 4.28 4.36 4.41 4.45 4.48 4.50 50
55 3.94 4.07 4.20 4.33 4.46 4.57 4.67 4.74 4.79 4.82 55
60 3.98 4.12 4.28 4.46 4.64 4.81 4.96 5.08 5.17 5.23 60
65 4.01 4.17 4.36 4.57 4.81 5.05 5.28 5.48 5.65 5.76 65
70 4.03 4.20 4.41 4.67 4.96 5.28 5.62 5.94 6.22 6.43 70
75 4.04 4.23 4.45 4.74 5.08 5.48 5.94 6.40 6.84 7.22 75
80 4.05 4.24 4.48 4.79 5.17 5.65 6.22 6.84 7.50 8.11 80
85 4.06 4.25 4.50 4.82 5.23 5.76 6.43 7.22 8.11 9.02 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.69 3.74 3.78 3.81 3.83 3.85 3.86 3.87 3.87 3.88 40
45 3.74 3.80 3.86 3.91 3.95 3.98 4.00 4.01 4.02 4.03 45
50 3.78 3.86 3.94 4.02 4.08 4.13 4.17 4.19 4.21 4.22 50
55 3.81 3.91 4.02 4.12 4.22 4.31 4.37 4.42 4.45 4.48 55
60 3.83 3.95 4.08 4.22 4.37 4.50 4.61 4.70 4.76 4.80 60
65 3.85 3.98 4.13 4.31 4.50 4.69 4.87 5.03 5.14 5.22 65
70 3.86 4.00 4.17 4.37 4.61 4.87 5.14 5.40 5.61 5.76 70
75 3.87 4.01 4.19 4.42 4.70 5.03 5.40 5.79 6.15 6.45 75
80 3.87 4.02 4.21 4.45 4.76 5.14 5.61 6.15 6.71 7.23 80
85 3.88 4.03 4.22 4.48 4.80 5.22 5.76 6.45 7.23 8.05 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96 Page 27 of 30
62
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE FEMALE AGE MALE
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.84 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 40
45 3.93 3.98 4.04 4.09 4.14 4.16 4.21 4.23 4.25 4.26 45
50 4.02 4.09 4.17 4.24 4.31 4.37 4.42 4.46 4.49 4.51 50
55 4.12 4.21 4.31 4.41 4.51 4.60 4.68 4.75 4.79 4.83 55
60 4.24 4.34 4.46 4.59 4.73 4.86 4.99 5.10 5.16 5.24 60
65 4.37 4.49 4.62 4.79 4.97 5.16 5.35 5.53 5.67 5.78 65
70 4.52 4.65 4.81 5.00 5.23 5.48 5.76 6.04 6.28 6.48 70
75 4.68 4.82 5.00 5.22 5.49 5.81 6.16 6.58 6.97 7.31 75
80 4.84 5.00 5.20 5.44 5.75 6.14 6.61 7.16 7.74 8.30 80
85 5.01 5.16 5.39 5.66 6.01 6.46 7.03 7.73 8.54 9.38 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 4.06 40
45 3.98 4.04 4.09 4.13 4.17 4.20 4.22 4.24 4.25 4.26 45
50 4.09 4.17 4.24 4.31 4.36 4.41 4.45 4.48 4.50 4.51 50
55 4.21 4.31 4.40 4.50 4.59 4.67 4.73 4.78 4.82 4.84 55
60 4.35 4.46 4.58 4.71 4.85 4.97 5.07 5.16 5.22 5.26 60
65 4.50 4.63 4.78 4.96 5.14 5.32 5.49 5.63 5.74 5.83 65
70 4.67 4.82 5.00 5.22 5.46 5.72 5.98 6.21 6.41 6.56 70
75 4.84 5.02 5.23 5.48 5.78 6.13 6.50 6.86 7.19 7.47 75
80 5.02 5.22 5.46 5.76 6.12 6.55 7.06 7.58 8.10 8.57 80
85 5.20 5.42 5.68 6.02 6.44 6.96 7.60 8.32 9.08 9.82 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.76 3.79 3.81 3.83 3.85 3.86 3.87 3.87 3.88 3.88 40
45 3.83 3.88 3.92 3.95 3.98 4.00 4.01 4.02 4.03 4.03 45
50 3.92 3.98 4.04 4.09 4.13 4.17 4.19 4.21 4.22 4.23 50
55 4.01 4.09 4.17 4.24 4.31 4.37 4.42 4.45 4.47 4.49 55
60 4.12 4.21 4.31 4.42 4.52 4.61 4.69 4.75 4.79 4.82 60
65 4.24 4.35 4.47 4.60 4.75 4.89 5.02 5.12 5.20 5.26 65
70 4.38 4.50 4.64 4.81 5.00 5.20 5.40 5.59 5.73 5.84 70
75 4.54 4.67 4.84 5.04 5.27 5.54 5.84 6.14 6.40 6.61 75
80 4.72 4.87 5.05 5.28 5.56 5.90 6.30 6.75 7.19 7.58 80
85 4.90 5.07 5.27 5.53 5.85 6.26 6.77 7.39 8.05 8.71 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96 Page 28 of 30
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<PAGE>
---------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 8 - OPTION E
MONTHLY PAYMENT PER $1000
---------------------------------------------------------------------
YEARS MONTHLY INCOME
---------------------------------------------------------------------
5 $16.35
6 15.59
7 13.62
8 12.14
9 11.00
10 10.09
11 9.34
12 8.72
13 8.20
14 7.75
15 7.37
16 7.03
17 6.74
16 6.48
19 6.24
20 6.03
21 5.85
22 5.68
23 5.52
24 5.38
25 5.26
26 5.14
27 5.03
28 4.93
29 4.84
30 4.75
---------------------------------------------------------------------
MUVAC96 Page 29 of 30
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<PAGE>
VARIABLE DEFERRED ANNUITY CERTIFICATE
WITH FLEXIBLE PURCHASE PAYMENTS
Non-participating
ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CERTIFICATE, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT,
ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
THE SEPARATE ACCOUNTS MUST EARN AT LEAST 5.5% TO AVOID A DECREASE IN ANNUITY
PAYMENTS FROM THEIR INITIAL LEVEL. THE SEPARATE ACCOUNT MAY INCUR THE FOLLOWING
CHARGES: MORTALITY AND EXPENSE RISK CHARGE, ADMINISTRATIVE CHARGE, AND
DISTRIBUTION CHARGE.
MUVAC96 Page 30 of 30
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<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
DECLARED INTEREST RATE
FIXED ACCOUNT ENDORSEMENT
-------------------------
This Endorsement modifies the Certificate to which it is attached. The effective
date of this Endorsement is the Certificate Issue Date shown on the Certificate
Schedule. In the case of a conflict with any provision in the Certificate, the
provisions of this Endorsement will control.
The Certificate is modified as follows:
RIGHT TO EXAMINE: The Right to Examine Certificate provision of the Certificate
also applies to this Endorsement if any portion of the initial Net Purchase
Payment under the Certificate is allocated to the Fixed Account.
I. The following are added to amend the DEFINITION Section of the Certificate:
DEFINITIONS
CERTIFICATE VALUE The sum of the Participant's interest in the Sub-
Accounts of the Separate Account and the Participant's
interest in the Fixed Account during the Accumulation
Period.
FIXED ACCOUNT An investment option within the General Account which
may be selected during the Accumulation Period.
II. The TRANSFERS DURING THE ACCUMULATION PERIOD Section of the Certificate is
deleted and replaced with the following:
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to any limitations imposed by the Company on the number of
transfers and the minimum and maximum amounts to be transferred, shown on
the Certificate Schedule, the Participant may transfer during the
Accumulation Period all or part of the Participant's interest in the Fixed
Account or a Sub-Account by Written Request without the imposition of any
fee or charge if there have been no more than the number of free transfers
shown on the Certificate. All transfers are subject to the following:
MUVAC96FA 1 of 3
66
<PAGE>
1. If more than the number of free transfers have been made, the
Company will deduct a Transfer Fee, shown on the Certificate
Schedule, for each subsequent transfer permitted. The Transfer
Fee will be deducted from the Participant's interest in the Fixed
Account or from the Sub-Account from which the transfer is made.
However, if the Participant's entire interest in the Fixed
Account or the Sub-Account is being transferred, the Transfer Fee
will be deducted from the amount which is transferred. If
Certificate Values are being transferred from more than one
Sub-Account and/or the Fixed Account, any Transfer Fee will be
allocated to those Sub-Accounts and the Fixed Account on a
pro-rata basis in proportion to the amount transferred from each
Sub-Account and the Fixed Account.
2. The minimum and maximum amount which can be transferred is shown
on the Certificate Schedule. The minimum amount which must remain
in the Fixed Account or a Sub-Account is shown on the Certificate
Schedule.
3. The Company reserves the right, at any time and without prior
notice to any party, to terminate, suspend or modify the transfer
privilege described above.
If the Participant elects to use this transfer privilege, the Company will
not be liable for transfers made in accordance with the Participant's
instructions. All amounts and Accumulation Units will be determined as of
the end of the Valuation Period during which the request for transfer is
received at the Annuity Service Center.
III. The following amends the WITHDRAWAL PROVISIONS Section of the Certificate:
WITHDRAWAL PROVISIONS
WITHDRAWAL
Any withdrawal will be deducted from each applicable Sub-Account and the
Fixed Account in the ratio that the Participant's interest in the
Sub-Account or Fixed Account bears to the total Certificate Value. The
Participant must specify by Written Request in advance if other than the
above method is desired. If the Participant makes a total withdrawal, all
of the Participant's rights and interests in the Certificate will
terminate.
IV. The following is added to the SUSPENSION OR DEFERRAL OF PAYMENTS PROVISIONS
Section of the Certificate:
The Company reserves the right to postpone payments from the Fixed Account
for a period of up to six months.
V. The following hereby deletes and amends Annuity Guideline 5 contained in
the ANNUITY GUIDELINES of the ANNUITY PROVISIONS Section of the
certificate:
If no Annuity Option has been chosen at least thirty (30) calendar days
before the Annuity Date, the Company will make payments to the Annuitant
under Option B, with 10 years of payments guaranteed. Unless specified
otherwise, that portion of the Certificate Value allocated to the Separate
Account shall be used to provide a Variable Annuity and that portion of the
Certificate Value allocated to the Fixed Account shall be used to provide a
Fixed Annuity.
MUVAC96FA 2 of 3
67
<PAGE>
VI. The following section is added to the Certificate:
FIXED ACCOUNT PROVISIONS
FIXED ACCOUNT
The Participant can elect to have Net Purchase Payments allocated to the Fixed
Account. During the Accumulation Period the Participant can transfer Certificate
Values to the Fixed Account from the Separate Account and from the Fixed Account
to Separate Account, subject to the Transfers During the Accumulation Period
Section set forth in this Endorsement.
FIXED ACCOUNT VALUES
The Fixed Account Value of a Participant's Account at any time is equal to:
1. the Net Purchase Payments allocated to the Fixed Account; plus
2. the Certificate Value transferred to the Fixed Account; plus
3. interest credited to the Certificate Value in the Fixed Account; less
4. any prior withdrawals of Certificate Value from the Fixed Account and
any applicable charges; less
5. any Certificate Value transferred from the Fixed Account; less
6. Certificate Maintenance Charges or Transfer Fees or any applicable
Premium Taxes.
INTEREST TO BE CREDITED
The Company guarantees that the interest to be credited to the Fixed Account
will not be less than the Minimum Guaranteed Interest Rate shown on the
Certificate Schedule. The Company may credit additional interest at its sole
discretion.
Signed for Massachusetts Mutual Life Insurance Company by:
ABCDE AB
SECRETARY PRESIDENT
MUVAC96FA 3 of 3
68
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
BASIC DEATH BENEFIT ENDORSEMENT
This Endorsement modifies the Certificate to which it is attached. The effective
date of this Endorsement is the Certificate Issue Date shown on the Certificate
Schedule or a later date acceptable to the Company. In case of a conflict with
any provision in the Certificate, the provisions of this Endorsement will
control. The following hereby amends and supersedes the section of the
Certificate captioned "Proceeds Payable On Death - Death Benefit Amount During
the Accumulation Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
Prior to attaining Age 80, the death benefit during the Accumulation Period will
be the greater of the Purchase Payments, less any withdrawals and any applicable
charges, or the Certificate Value less any applicable charges determined as of
the end of the Valuation Period during which the Company receives at its Annuity
Service Center both due proof of death and an election of the payment method.
After attaining Age 80, the death benefit will be equal to the Certificate
Value.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
MU99DBasic(NY)
69
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
RESET DEATH BENEFIT ENDORSEMENT
-------------------------------
This Endorsement modifies the Certificate to which it is attached. The effective
date of this Endorsement is the Certificate Issue Date shown on the Certificate
Schedule or a later date if acceptable to the Company. In case of a conflict
with any provision in the Certificate, the provisions of this Endorsement will
control. The following hereby amends and supersedes the section of the
Certificate captioned "Proceeds Payable On Death - Death Benefit Amount During
The Accumulation Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
Prior to the Participant attaining Age 75, the Death Benefit during the
Accumulation Period will be the greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Certificate Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both
due proof of death and an election of the payment method; or
3. The Certificate Value on the most recent three (3) year Certificate
Anniversary plus any subsequent Purchase Payments less any subsequent
withdrawals and any applicable charges.
Upon the Participant attaining Age 75, the Death Benefit during the Accumulation
Period will be the greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Certificate Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both
due proof of death and an election of the payment method; or
3. The Certificate Value on the most recent three (3) year Certificate
Anniversary prior to the Participant attaining age 75, plus any
subsequent Purchase Payments less any subsequent withdrawals,
including any applicable charges.
If Joint Participants are named, the Age of the oldest will be used to determine
the Death Benefit. If the Certificate is owned by a non-natural person, then
Participant shall mean Annuitant.
Death Benefit Charge: Quarterly the Company deducts a Death Benefit Charge from
each Sub-Account of the Separate Account and the General Account in an amount,
on an annual basis, no greater than the amount shown on the Certificate
Schedule. The Death Benefit Charge will be deducted from the Sub-Accounts, the
Fixed Account and the Fixed Account for Dollar Cost Averaging in the same
proportion that the amount of the Certificate Value in each Sub-Account or the
Fixed Account or the Fixed Account for Dollar Cost Averaging bears to the total
Certificate Value.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
MU99DBrset(NY)
70
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
ANNUAL RATCHET DEATH BENEFIT ENDORSEMENT
----------------------------------------
This Endorsement modifies the Certificate to which it is attached. The effective
date of this Endorsement is the Certificate Issue Date shown on the Certificate
Schedule or a later date acceptable to the Company. In case of a conflict with
any provision in the Certificate, the provisions of this Endorsement will
control. The following hereby amends and supersedes the section of the
Certificate captioned "Proceeds Payable On Death - Death Benefit Amount During
The Accumulation Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
If the Death Benefit is payable due to the death of the Participant during the
Accumulation Period, the amount of the Death Benefit will be the greater of the
Certificate Value less any applicable charges or the value of the Annual Ratchet
Death Benefit less any applicable charges.
On the Certificate Issue Date, the Annual Ratchet Death Benefit is equal to the
Initial Purchase Payment.
After the Certificate Issue Date and prior to the Participant or the oldest
Joint Participant, or Annuitant if the Certificate is owned by a non-natural
person attaining Age 80, the Annual Ratchet Death Benefit is recalculated when a
Purchase Payment or a withdrawal is made or on a Certificate Anniversary as
follows:
1. For Purchase Payments, the Annual Ratchet Death Benefit is equal to the
most recently calculated Annual Ratchet Death Benefit plus the Purchase
Payment.
2. For withdrawals, the Annual Ratchet Death Benefit is equal to the most
recently calculated Annual Ratchet Death Benefit reduced by an adjustment
for withdrawals. The adjustment is equal to A divided by B, with the result
multiplied by C, where:
A = the withdrawal amount.
B = the Certificate Value immediately prior to the withdrawal.
C = the most recently calculated Annual Ratchet Death Benefit.
3. On each Certificate Anniversary, the Annual Ratchet Death Benefit is equal
to the greater of the Certificate Value or the most recently calculated
Annual Ratchet Death Benefit.
In the absence of any withdrawals or Purchase Payments, the Annual Ratchet Death
Benefit will be the greatest of all Certificate Anniversary Certificate Values
on or prior to the date we calculate the death benefit.
At and after Age 80, the death benefit is the greater of Certificate Value or
the Annual Ratchet Death Benefit calculated on the anniversary just prior to Age
80 adjusted pursuant to the Annual Ratchet Death Benefit recalculation formula
as described in 1. and 2. above.
Death Benefit Charge: Quarterly the Company deducts a Death Benefit Charge from
each Sub-Account of the Separate Account and the General Account in an amount,
on an annual basis, no greater than the amount shown on the Certificate
Schedule. The Death Benefit Charge will be deducted from the Sub-Accounts, the
Fixed Account and the Fixed Account for Dollar Cost Averaging in the same
proportion that the amount of the Certificate Value in each sub-Account or the
Fixed Account or the Fixed Account for Dollar Cost Averaging bears to the total
Certificate Value.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
MU99DBrach(NY)
71
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
FIXED ACCOUNT FOR DOLLAR COST AVERAGING ENDORSEMENT
---------------------------------------------------
This Endorsement modifies the Certificate to which it is attached. In the case
of a conflict with any provision in the Certificate, the provisions of this
Endorsement will control.
The following provision is added to the Certificate:
FIXED ACCOUNT FOR DOLLAR COST AVERAGING
During the Accumulation Period the Participant may elect to have a Purchase
Payment designated for allocation to the Fixed Account for Dollar Cost Averaging
(hereinafter referred to as "DCA Fixed Account"). The DCA Fixed Account is part
of the Company's General Account.
Purchase Payment for a DCA Fixed Account Term: For each DCA Fixed Account Term,
the Company will only accept a Purchase Payment as of the beginning of the DCA
Fixed Account Term. A Purchase Payment includes any Purchase Payment assigned to
and accepted by the Company from a financial institution as of the request for a
DCA Fixed Account Term. The Company reserves the right to reject Purchase
Payments.
Allocations: Only a new net Purchase Payment may be designated for allocation to
the DCA Fixed Account at the beginning of a DCA Fixed Account Term. No transfers
may be made to the DCA Fixed Account from any other account or Sub-Account
maintained under the Certificate.
DCA Fixed Account Term: The term for the DCA Fixed Account will be a period not
to exceed [12] months beginning with receipt of a new Purchase Payment. Only one
DCA Fixed Account Term may be operative at a time. If the Participant elects to
make an allocation to a DCA Fixed Account at a time when the period to the
Participant's Annuity Date would be less than the currently offered DCA Fixed
Account Term, then the expiration of the DCA Fixed Account Term would be the
Participant's Annuity Date. No amounts will remain under the DCA Fixed Account
after the expiration of the DCA Fixed Account Term.
DCA Fixed Account Interest Rate: The interest rate credited to the DCA Fixed
Account will be set periodically by the Company and will never be less than the
minimum guaranteed interest rate appearing on the Certificate Schedule for the
Fixed Account. The interest rate will be guaranteed for the DCA Fixed Account
Term.
Transfers: Except for scheduled DCA Fixed Account transfer payments, no
transfers may be made from the DCA Fixed Account before the expiration of the
DCA Fixed Account Term. DCA Fixed Account transfer payments will be made on the
scheduled transfer payment dates. If a scheduled transfer payment date is not a
Valuation Date, the transfer will be made on the next Valuation Date. Scheduled
transfer payments may be made from the DCA Fixed Account to all Sub-Accounts.
The transfer provisions described in the last two paragraphs of the section of
the Certificate Schedule entitled "Minimum and Maximum Amount to be Transferred"
are not operative with respect to the DCA Fixed Account.
Certificate Value: Unless specified otherwise, the term "Certificate Value"
shall mean the sum of the Participant's interest in the Sub-Accounts of the
Separate Account, the Fixed Account, plus the DCA Fixed Account.
ANEND1998-05 Page 1 of 2
72
<PAGE>
DCA Fixed Account Value: Unless specified otherwise, the "DCA Fixed Account
Value" of a Participant's Account at any time is equal to:
1. the Net Purchase Payment allocated to the DCA Fixed Account; plus
2. the interest credited to that portion of the Certificate Value attributable
to the DCA Fixed Account; less
3. any Certificate Value transferred from the DCA Fixed Account; less
4. applicable charges, fees or taxes.
Withdrawal: No partial withdrawals may be made from the DCA Fixed Account. If a
total withdrawal is made during a DCA Fixed Account Term, such withdrawal will
be made in accordance with the withdrawal provisions of the Certificate.
Suspension or Deferral of Payments: The Company reserves the right to postpone
payments for a withdrawal or transfer from the DCA Fixed Account for a period of
up to six months.
Fixed Annuity: Unless specified otherwise, that portion of the Certificate Value
attributable to the DCA Fixed Account shall be used to provide a Fixed Annuity
to the Annuitant (Option B with 10 years of payments guaranteed) if no Annuity
Option has been chosen at least 30 calendar days before the Annuity Date. If the
amount applied under an Annuity Option is less than $2,000, the Company reserves
the right to pay the amount in a lump sum.
Termination of DCA Option: The Company reserves the right to terminate the DCA
Fixed Account as an option under the Certificate at any time in the future.
Notice of such an event will be sent to all existing Certificateholders. At the
time of notice, any active DCA Fixed Account will continue in force until the
expiration of its DCA Fixed Account Term.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
ANEND1998-05 Page 2 of 2
73
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
TAX SHELTERED ANNUITY ENDORSEMENT
This Endorsement modifies the Certificate to which it is attached. The effective
date of this Endorsement is the Certificate Issue Date shown on the Certificate
Schedule. In case of a conflict with any provision in the Certificate, the
provisions of this Endorsement will control. This Endorsement adds the following
changes that are required to make this Certificate a Tax Sheltered Annuity (TSA)
under the Internal Revenue Code (I.R.C.).
(1) The interest of the Certificate is not forfeitable. Unless provided by
another endorsement or amendment, this Certificate cannot be transferred,
assigned, or used as security for a loan.
(2) The Annuity Date must be no earlier than the date the Annuitant attains age
59-1/2.
(3) A "disbursement" from this Certificate, as used within the meaning of
I.R.C. Section 403(b), occurs upon:
. Annuity Date
. Surrender
. Partial withdrawal; or
. Payment of Death Benefit.
(4) Disbursement of any amounts cited below in items (a) through (g) may be
made at any time before the Certificate Annuity Date.
(a) Amounts accumulated prior to January 1, 1989, that are made a part of
this Certificate by means of a direct transfer or rollover from
another TSA to this Certificate.
(b) Amounts returned to the Annuitant as excess Purchase Payments.
(c) Amounts of this Certificate transferred to another TSA or custodial
account.
(d) Amounts paid under a qualified domestic relations order as defined in
I.R.C. Section 414(p).
(e) The Certificate Value with respect to any Purchase Payments made
by the employer, other than through a Salary Reduction Agreement.
(f) The Certificate Value with respect to any Purchase Payments made by
the Annuitant that are subject to federal income tax in the year such
payments are made.
(g) Contributions and earnings that were rolled from another contract
or custodial account upon separation from service with a previous
employer.
The amounts cited above in items (e) and (f) exclude any transfer or rollover
amounts from a custodial account to this Certificate.
Disbursement of any other amounts may be made only if the Annuitant:
. Is at least age 59-1/2 years; or
. Separates from service with his or her employer; or
. Dies; or
. Becomes disabled within the meaning of I.R.C. Section 72(m)(7); or
. Incurs financial hardship. However, the additional amount
that may be disbursed because of financial hardship may
not exceed the sum of:
MU99TSA(NY) Page 1
74
<PAGE>
1. Any Certificate Value amounts accumulated prior to January
1, 1989, that are made a part of this Certificate by means
of a transfer or rollover from a custodial account to this
Certificate; and
2. Any Purchase Payments made through a Salary Reduction
Agreement after December 31, 1988.
. A "Salary Reduction Agreement," as used in this Certificate,
permits the employer to pay a portion of the Annuitant's salary
into a TSA or custodial account.
. The term "employer," as used in this Certificate, means the
organization purchasing the TSA or custodial account.
. The term "custodial account," as used in this Certificate, is as
defined in I.R.C. Section 403(b)(7).
(5) A disbursement is required to be made from this Certificate for the later
of the calendar year in which the Annuitant reaches age 70-1/2 or the
calendar year in which the Annuitant retires, and for each calendar year
thereafter until the entire Certificate Value is disbursed. Such a
disbursement may be made by redeeming the Certificate or by partial
withdrawals.
If a required disbursement is made by a partial withdrawal, the sum of
payments for each calendar year is subject to a minimum. For each year, the
minimum will be the Certificate Value at the end of the previous year
divided by the life expectancy of the Annuitant as of the Annuitant's
birthday in the current year.
A required disbursement for the calendar year in which the Annuitant
attains age 70-1/2 or retires, if later, must be made in full no later than
the first day of April next following that year; a required disbursement
for any subsequent year must be made in full no later than December 31 of
that year. If not, adverse tax effects may result.
(6) The Annuitant may elect to roll over a disbursement from this Certificate
directly to an Individual Retirement Annuity or Account (IRA) or to another
TSA. For such a direct rollover, the following conditions must be met:
. The IRA or TSA to which the disbursement is being rolled over
must accept such direct rollovers;
. The rollover must be a disbursement of amounts that would
otherwise be subject to federal income tax;
. The rollover must not be part of a series of substantially equal
periodic payments made over the lifetime of the Annuitant, the
joint and survivor lifetime of the Annuitant and the Annuitant's
beneficiary, or a period of ten years or greater; and
. A required disbursement cannot be directly rolled over.
The direct rollover rules also apply to the Annuitant's surviving spouse or
former spouse who is an "alternate payee" under a qualified domestic
relations order as defined in I.R.C. Section 414(p). That is, a surviving
spouse or former spouse who is an alternate payee can directly roll over a
disbursement from this Certificate to an IRA as described above.
(7) If a disbursement is made by maturing, redeeming or surrendering this
Certificate, the Settlement Option elected must be one of those set forth
in Certificate. The Settlement Option elected must also comply with the
minimum distribution incidental benefit requirements of I.R.C. Section
401(a)(9).
(8) If the Annuitant dies:
. Before the Certificate Annuity Date; or
. Before the first day of April of the calendar year following the
calendar year in which the Annuitant reaches age 70-1/2 years;
MU99TSA(NY) Page 2
75
<PAGE>
disbursement of the death proceeds must be completed by the end
of the fifth calendar year after the calendar year of the
Annuitant's death. This restriction does not apply if payment of
the death benefit is made over the lifetime of the beneficiary or
over a period not extending beyond the life expectancy of the
beneficiary, with disbursement beginning within 1 year of the
date of the Annuitant's death.
The term "life expectancy", as used in this contract, is as defined in
I.R.C. Section 72.
If the beneficiary is the surviving spouse of the Annuitant, disbursement
may begin at any time up to the later of:
. The end of the calendar year following the calendar year of the
Annuitant's death; or
. The end of the calendar year in which the Annuitant would have
attained age 70-1/2 years.
If the beneficiary is the surviving spouse, such beneficiary may elect a
direct rollover to an IRA as described above.
Any other death proceeds payable after the Annuitant's death must be
disbursed at least as rapidly as under the payment option in effect as of
the date of death.
(9) Purchase Payments made through a Salary Reduction Agreement shall not
exceed the TSA limitations of I.R.C. Sections 403(b) and 402(g).
(10) The provisions of this Certificate will be changed, if necessary, to assure
that this Certificate remains a TSA under I.R.C. Section 403(b), as amended
from time to time.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
MU99TSA(NY) Page 3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
-----------------------------------------
This Endorsement modifies the Certificate to which it is attached so that it may
qualify as a vehicle through which the Participant may establish an Individual
Retirement Annuity (IRA) under Section 408(b) of the Internal Revenue Code
(Code) and the Regulations under that Section. In the case of a conflict with
any provision in the Certificate, the provisions of this Endorsement will
control. The effective date of this Endorsement is the Certificate Issue Date
shown on the Certificate Schedule. The Certificate is modified as follows:
1. The Participant and the Annuitant under the Certificate shall be the
same individual; neither may be changed and there shall be no Joint
Participant. Hereafter all references to the Participant shall include
the Annuitant.
2. The interest of the Participant under the Certificate shall be
nonforfeitable.
3. The interest of the Participant under the Certificate may not be sold,
assigned, discounted, pledged as collateral for a loan or as security
for the performance of any obligation or for any other purpose, or
otherwise transferred (other than a transfer incident to a divorce or
separation instrument in accordance with section 408(d)(6) of the
Code) to any person other than to the Company.
4. The Certificate is established for the exclusive benefit of the
Participant and his or her Beneficiary(ies).
5. Except in the case of a rollover contribution (as permitted by Code
Sections 402(c), 403(a)(4), 403(b)(8), or 408(d)(3)), or a
contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in Code Section 408(k),
Participant contributions shall not exceed $2,000 for any taxable
year. All contributions must be in cash.
6. Distributions under the Annuity Options in the Certificate must
commence to be distributed no later than the first day of April of the
calendar year following the calendar year in which the Participant
attains age 70 1/2 (required beginning date), over
(a) the life of the Participant, or the lives of the Participant and
his or her designated Beneficiary, or
(b) a period certain not extending beyond the life expectancy of the
Participant, or the joint and last survivor expectancy of the
Participant and his or her Beneficiary. Payments must be made in
periodic payments at intervals of no longer than one year.
In addition, payments must be either nonincreasing or they may
increase only as provided in Proposed or final Federal Income Tax
Regulations.
All distributions made under the Certificate shall be made in
accordance with the requirements of Code Section 401(a)(9), including
the incidental death benefit requirements of Code Section
401(a)(9)(G), and the regulations thereunder.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Life
expectancy for Participant distributions under an Annuity Option may
not be recalculated.
MUVAC96IRA Page 1 of 3
<PAGE>
7. If required Participant distributions are to be made in a form other than
one of the Annuity Options contained in the Certificate, then the entire
value of the Certificate will commence to be distributed no later than the
first day of April of the calendar year following the calendar year in
which the Annuitant attains age 70 1/2 (required beginning date), over
(a) the life of the Participant, or the lives of the Participant and his
or her Beneficiary, or
(b) a period not extending beyond the life expectancy of the Participant,
or the joint and last survivor expectancy of the Participant and his
or her Beneficiary.
The amount to be distributed to a Participant each year, beginning with the
first calendar year for which distributions are required and then for each
succeeding calendar year, shall not be less than the quotient obtained by
dividing the Participant's benefit by the lesser of (1) the applicable life
expectancy or (2) if the Participant's spouse is not the Beneficiary, the
applicable divisor determined from the table set forth in Q&A-4 or Q&A-5,
as applicable, of Section 1.401(a)(9)-2 of the Proposed Income Tax
Regulations.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Unless
otherwise elected by the Participant by the time distributions are required
to begin, life expectancies shall be recalculated annually. Such election
shall be irrevocable by the Participant and shall apply to all subsequent
years. The life expectancy of a non-spouse Beneficiary may not be
recalculated.
8. Upon the death of the Participant:
(a) if the Participant dies after distribution of benefits has commenced
under the Certificate, the remaining portion of such interest will
continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death;
(b) if the Participant dies before distribution of benefits commences
under the Certificate, the entire amount payable to the Beneficiary
will be distributed no later than December 31 of the calendar year
which contains the fifth anniversary of the date of the Participant's
death except to the extent that an election is made to receive
distributions in accordance with (i) or (ii) below:
(i) a rollover to or from the Certificate, or fails to elect any of
the above if any portion of the policy proceeds is payable to a
Beneficiary, distributions may be made in installments over the
life or over a period not extending beyond the life expectancy of
the Beneficiary commencing no later than December 31 of the
calendar year immediately following the calendar year in which
the Participant died;
(ii) if the Beneficiary is the Participant's surviving spouse, and
benefits are to be distributed in accordance with (1) above,
distributions must begin on or before the later of (a) December
31 of the calendar year immediately following the calendar year
in which the Participant died or (b) December 31 of the calendar
year in which the Participant would have attained age 70 1/2.
MUVAC96IRA Page 2 of 3
<PAGE>
(iii) if the Beneficiary is the Participant's surviving spouse, the
spouse may treat the Certificate as his or her own IRA. This
election will be deemed to have been made if such surviving
spouse makes a regular IRA contribution to the Certificate, makes
a rollover to or from the Certificate, or fails to elect any of
the above provisions.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. For
purposes of distributions beginning after the Participant's death under the
Certificate, unless otherwise elected by the surviving spouse by the time
distributions are required to begin, life expectancies shall be
recalculated annually. Such election shall be irrevocable by the surviving
spouse and shall apply to all subsequent years. In the case of any other
Beneficiary, life expectancies shall be calculated using the attained age
of such Beneficiary during the calendar year in which distributions are
required to begin pursuant to this section, and payments for any subsequent
calendar year shall be calculated based on such life expectancy reduced by
one for each calendar year which has elapsed since the calendar year life
expectancy was first calculated. Life expectancy for distributions under an
Annuity Option in the Certificate may not be recalculated.
Distributions to the Participant under this section are considered to have
begun if distributions are made on account of the Participant reaching his
or her required beginning date or if prior to the required beginning date
distributions irrevocably commence over a period permitted and in an
annuity form acceptable under Section 1.401(a)(9) of the Income Tax
Regulations.
9. The Company may at its option either accept additional future payments to
the Certificate or terminate the Certificate by a lump sum payment of the
then present value of the paid up benefit if no Purchase Payments have been
received under the Certificate for two full consecutive Certificate Years
and the paid up annuity benefit at maturity would be less than $20 per
month.
Signed for Massachusetts Life Insurance Company by:
ABCDE AB
SECRETARY PRESIDENT
MUVAC96IRA Page 3 of 3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
SECTION 457 PLAN ENDORSEMENT
----------------------------
This Endorsement modifies the Certificate to which it is attached for use in
connection with a Plan qualified under Section 457 of the Internal Revenue Code
(Code) and the Regulations under that Section. The effective date of this
Endorsement is the Certificate Issue Date shown on the Certificate Schedule. In
the case of a conflict with any provision in the Certificate, the provisions of
this Endorsement will control. The Certificate is modified as follows:
1. The Annuitant of this Certificate will be the applicable Participant
under the Plan and the Participant of this Certificate will be as
designated under the Plan.
2. All funds payable under this Certificate will be paid to the
Participant.
3. No rights or funds payable under this Certificate are in trust for the
benefit of the Annuitant. All interests and rights in the Certificate
are subject to the claims of the general creditors of the Participant.
4. All distributions under the Certificate shall be made in accordance
with the requirements of Code Section 401(a)(9), including the
incidental death benefit requirements of Code Section 401(a)(9)(G) and
the Regulations thereunder.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
MUVAC99GDC
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
ACCUMULATION DEATH BENEFIT ENDORSEMENT
--------------------------------------
This Endorsement modifies the Certificate to which it is attached. The effective
date of this Endorsement is the Certificate Issue Date shown on the Certificate
Schedule or a later date if acceptable to the Company. In case of a conflict
with any provision in the Certificate, the provisions of this Endorsement will
control. The following hereby amends and supersedes the section of the
Certificate captioned "Proceeds Payable On Death - Death Benefit Amount During
The Accumulation Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
If the Death Benefit is payable due to the death of the Participant during the
Accumulation Period, the amount of the Death Benefit will be the greater of:
1. The Certificate Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both
due proof of death and an election of the payment method, less any
withdrawals and any applicable charges; or
2. The accumulation at interest of all Purchase Payments made less any
withdrawals and any applicable charges, but not more than twice the
sum of Purchase Payments less subsequent withdrawals and any
applicable charges. The effective annual rate of interest used in this
accumulation will be 5% for any period prior to the Participant
attaining Age 75 and 0% thereafter.
If Joint Participants are named, the Age of the oldest will be used to determine
the Death Benefit. If the Certificate is owned by a non-natural person, then
Participant shall mean Annuitant.
Death Benefit Charge: Quarterly the Company deducts a Death Benefit Charge from
each Sub-Account of the Separate Account and the General Account in an amount,
on an annual basis, no greater than the amount shown on the Certificate
Schedule. The Death Benefit Charge will be deducted from the Sub-Accounts, the
Fixed Account and the Fixed Account for Dollar Cost Averaging in the same
proportion that the amount of the Certificate Value in each Sub-Account or the
Fixed Account or the Fixed Account for Dollar Cost Averaging bears to the total
Certificate Value.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
MU99Dbacc(NY)
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
QUALIFIED PLAN CERTIFICATE ENDORSEMENT
--------------------------------------
This Endorsement modifies the Certificate to which it is attached for use in
connection with a retirement plan which receives favorable income tax treatment
under Section 401(a) or 403(a) of the Internal Revenue Code (Code). In the case
of a conflict with any provision in the Certificate, the provisions of this
Endorsement will control. The Company may further amend the Certificate from
time to time to meet any requirements applicable to such plans. The effective
date of this Endorsement is the Certificate Issue Date shown on the Certificate
Schedule. The Certificate is modified as follows:
1. If the Participant is other than a retirement plan fiduciary, the
interest of the Participant may not be sold, assigned, discounted or
pledged as collateral for a loan or as security for the performance of
an obligation or for any other purpose, to any person other than the
Company.
2. The Annuitant may not be made the Participant of this Certificate
other than in connection with the conversion of this Certificate to an
individual retirement annuity under Code Section 408 or at the time of
commencement of Annuity Payments.
3. While the Participant is a retirement plan fiduciary, the Beneficiary
shall be such Participant.
Signed for Massachusetts Mutual Life Insurance Company by:
ABCDE AB
SECRETARY PRESIDENT
MUVAC96QP
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
UNISEX ANNUITY RATES CERTIFICATE ENDORSEMENT
--------------------------------------------
This Endorsement modifies the Certificate to which it is attached for use in
connection with a retirement plan which receives favorable income tax treatment
under Sections 401, 403, 408 or 457 of the Internal Revenue Code, or where
required by state law. In the case of a conflict with any provision in the
Certificate, the provisions of this Endorsement will control. The Company may
further amend the Certificate from time to time to meet any requirements
applicable to such plans or laws. The effective date of this Endorsement is the
Certificate Issue Date shown on the Certificate Schedule. The provisions of the
Certificate are modified as follows:
1. Deleting any reference to sex; and
2. The Certificate is further modified by substituting the attached
Annuity Rate Tables 1, 2, 3, 5, 6 and 7 for the corresponding Annuity
Rate Tables in the Annuity Rates section of the Certificate.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
MUVAC96UR Page 1 of 5
<PAGE>
--------------------------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENTS PER $1,000
--------------------------------------------------------
Unisex
--------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
--------------------------------------------------------
50 3.76 3.76 3.75 3.70 50
51 3.82 3.81 3.80 3.75 51
52 3.88 3.87 3.86 3.80 52
53 3.94 3.93 3.92 3.85 53
54 4.00 4.00 3.98 3.90 54
55 4.07 4.06 4.04 3.96 55
56 4.14 4.13 4.11 4.01 56
57 4.21 4.21 4.16 4.07 57
58 4.29 4.29 4.26 4.13 58
59 4.38 4.37 4.34 4.20 59
60 4.47 4.46 4.42 4.26 60
61 4.56 4.55 4.51 4.32 61
62 4.66 4.65 4.61 4.39 62
63 4.77 4.76 4.70 4.46 63
64 4.89 4.87 4.81 4.53 64
65 5.01 4.99 4.92 4.60 65
66 5.14 5.12 5.03 4.67 66
67 5.28 5.25 5.16 4.73 67
68 5.43 5.39 5.28 4.80 68
69 5.59 5.55 5.42 4.87 69
70 5.76 5.71 5.56 4.93 70
71 5.94 5.88 5.70 5.00 71
72 6.14 6.07 5.86 5.06 72
73 6.34 6.27 6.02 5.11 73
74 6.57 6.47 6.16 5.17 74
75 6.81 6.70 6.35 5.21 75
76 7.07 6.93 6.53 5.26 76
77 7.34 7.16 6.70 5.30 77
78 7.64 7.44 6.89 5.33 78
79 7.95 7.72 7.07 5.36 79
80 8.29 8.01 7.26 5.39 80
81 8.66 8.33 7.45 5.42 81
82 9.06 8.65 7.63 5.44 82
83 9.48 8.99 7.81 5.45 83
84 9.94 9.35 7.99 5.47 84
85 10.42 9.73 8.15 5.48 85
--------------------------------------------------------
MUVAC96UR Page 2 of 5
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.16 3.21 3.25 3.27 3.30 3.31 3.32 3.33 3.33 40
45 3.16 3.24 3.31 3.37 3.42 3.45 3.48 3.50 3.51 3.51 45
50 3.21 3.31 3.41 3.50 3.57 3.63 3.68 3.71 3.73 3.74 50
55 3.25 3.37 3.50 3.62 3.74 3.84 3.91 3.97 4.01 4.03 55
60 3.27 3.42 3.57 3.74 3.90 4.06 4.16 4.28 4.36 4.40 60
65 3.30 3.45 3.63 3.84 4.06 4.28 4.48 4.66 4.79 4.88 65
70 3.31 3.48 3.68 3.91 4.16 4.48 4.79 5.07 5.30 5.48 70
75 3.32 3.50 3.71 3.97 4.28 4.66 5.07 5.49 5.89 6.21 75
80 3.33 3.51 3.73 4.01 4.36 4.79 5.30 5.89 6.49 7.04 80
85 3.33 3.51 3.74 4.03 4.40 4.88 5.48 6.21 7.04 7.90 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.16 3.22 3.25 3.28 3.30 3.31 3.32 3.33 3.33 3.33 40
45 3.27 3.33 3.38 3.42 3.45 3.48 3.49 3.50 3.51 3.52 45
50 3.37 3.45 3.52 3.58 3.63 3.68 3.71 3.73 3.74 3.75 50
55 3.48 3.57 3.67 3.76 3.84 3.91 3.96 4.00 4.03 4.04 55
60 3.59 3.71 3.83 3.95 4.07 4.16 4.28 4.34 4.39 4.42 60
65 3.72 3.85 4.00 4.16 4.33 4.50 4.65 4.77 4.86 4.92 65
70 3.86 4.01 4.16 4.38 4.60 4.84 5.07 5.28 5.45 5.57 70
75 4.00 4.17 4.37 4.61 4.89 5.20 5.54 5.87 6.17 6.40 75
80 4.16 4.34 4.57 4.84 5.17 5.57 6.03 6.52 7.00 7.41 80
85 4.31 4.51 4.76 5.07 5.45 5.93 6.51 7.16 7.89 8.59 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96UR Page 3 of 5
<PAGE>
--------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
--------------------------------------------------------
Unisex
--------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
--------------------------------------------------------
50 4.36 4.36 4.35 4.29 50
51 4.41 4.41 4.40 4.33 51
52 4.47 4.47 4.45 4.38 52
53 4.53 4.52 4.51 4.43 53
54 4.59 4.59 4.56 4.48 54
55 4.66 4.65 4.63 4.53 55
56 4.73 4.72 4.69 4.58 56
57 4.80 4.79 4.76 4.64 57
58 4.88 4.87 4.84 4.70 58
59 4.96 4.95 4.91 4.75 59
60 5.05 5.04 4.99 4.82 60
61 5.14 5.13 5.08 4.88 61
62 5.24 5.23 5.17 4.94 62
63 5.35 5.33 5.27 5.00 63
64 5.46 5.44 5.37 5.07 64
65 5.59 5.56 5.48 5.13 65
66 5.72 5.69 5.59 5.20 66
67 5.85 5.82 5.71 5.27 67
68 6.00 5.96 5.84 5.33 68
69 6.16 6.12 5.97 5.39 69
70 6.33 6.28 6.11 5.45 70
71 6.52 6.45 6.25 5.51 71
72 6.71 6.63 6.40 5.57 72
73 6.92 6.83 6.55 5.62 73
74 7.15 7.04 6.72 5.67 74
75 7.39 7.26 6.88 5.72 75
76 7.65 7.49 7.05 5.76 76
77 7.92 7.74 7.23 5.80 77
78 8.22 8.00 7.41 5.83 78
79 8.54 8.28 7.59 5.86 79
80 8.88 8.57 7.77 5.89 80
81 9.25 8.88 7.95 5.91 81
82 9.65 9.21 8.13 5.93 82
83 10.08 9.55 8.31 5.95 83
84 10.54 9.90 8.48 5.96 84
85 11.03 10.28 8.64 5.97 85
--------------------------------------------------------
MUVAC96UR Page 4 of 5
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.78 3.83 3.86 3.89 3.91 3.93 3.94 3.95 3.95 40
45 3.78 3.85 3.92 3.97 4.02 4.05 4.08 4.10 4.11 4.12 45
50 3.83 3.92 4.01 4.09 4.16 4.22 4.27 4.30 4.32 4.34 50
55 3.86 3.97 4.09 4.21 4.32 4.41 4.49 4.55 4.59 4.62 55
60 3.89 4.02 4.16 4.32 4.47 4.62 4.75 4.85 4.92 4.97 60
65 3.91 4.05 4.22 4.41 4.62 4.83 5.03 5.21 5.34 5.44 65
70 3.93 4.08 4.27 4.49 4.75 5.03 5.33 5.61 5.85 6.03 70
75 3.94 4.10 4.30 4.55 4.85 5.21 5.61 6.03 6.42 6.75 75
80 3.95 4.11 4.32 4.59 4.92 5.34 5.85 6.42 7.02 7.58 80
85 3.95 4.12 4.34 4.62 4.97 5.44 6.03 6.75 7.58 8.43 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.81 3.84 3.87 3.89 3.91 3.93 3.94 3.95 3.95 3.95 40
45 3.89 3.94 3.99 4.03 4.06 4.08 4.10 4.11 4.12 4.13 45
50 3.99 4.05 4.12 4.16 4.23 4.27 4.30 4.32 4.34 4.35 50
55 4.10 4.16 4.26 4.35 4.42 4.49 4.54 4.58 4.61 4.63 55
60 4.21 4.31 4.42 4.54 4.65 4.75 4.84 4.91 4.96 5.00 60
65 4.35 4.46 4.60 4.74 4.90 5.06 5.21 5.33 5.42 5.49 65
70 4.50 4.63 4.79 4.97 5.16 5.40 5.63 5.83 6.00 6.13 70
75 4.67 4.81 5.00 5.22 5.48 5.78 6.10 6.42 6.72 6.95 75
80 4.84 5.01 5.22 5.47 5.78 6.16 6.60 7.08 7.55 7.97 80
85 5.03 5.21 5.44 5.73 6.09 6.54 7.10 7.75 8.46 9.15 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96UR Page 5 of 5
<PAGE>
EXHIBIT 5
Certificate #_____________________
(For H.O. Use Only)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SPRINGFIELD, MA 01111-0001
VARIABLE ANNUITY CERTIFICATE APPLICATION
----------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1. PARTICIPANT INFORMATION NOTE: Participant must be same as Annuitant for all types of IRAs and 403(b) plans.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- ----------------------------------------------------------------- -----------------------------------------------------------------
Name (First, MI, Last) Tax I.D./Social Security #
- ----------------------------------------------------------------- -----------------------------------------------------------------
- ----------------------------------------------------------------- -----------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)
- ----------------------------------------------------------------- -----------------------------------------------------------------
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
Address (City, State, Zip) Sex: |_| Male |_| Female Telephone Number
( )
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
2. JOINT PARTICIPANT INFORMATION NOTE: . Joint Participants only allowed between spouses.
. Unless otherwise specified, both signatures will be required for
all Participant transactions.
- ----------------------------------------------------------------- -----------------------------------------------------------------
Name (First, MI, Last) Social Security #
- ----------------------------------------------------------------- -----------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)
- ----------------------------------------------------------------- -----------------------------------------------------------------
Address (City, State, Zip) Sex: |_| Male |_| Female Telephone Number
( )
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
<CAPTION>
3. ANNUITANT INFORMATION NOTE: . Add Annuitant information only if different from Participant.
. For additional instructions use Item 11.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Name (First, MI, Last) Tax I.D./Social Security #
- ----------------------------------------------------------------- -----------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)
- ----------------------------------------------------------------- -----------------------------------------------------------------
Address (City, State, Zip) Sex: |_| Male |_| Female Telephone Number
( )
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
4. BENEFICIARY INFORMATION NOTE: . In the event of the death of a Joint Participant, the surviving spouse shall
become the Primary Beneficiary.
. For additional instructions use Item 11.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
Primary Beneficiary: Name (First, MI, Last) Relationship to Participant Tax I.D./Social Security #
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr) Telephone Number
( )
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
Address (City, State, Zip)
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
Contingent Beneficiary: Name (First, MI, Last) Relationship to Participant Tax I.D./Social Security #
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr) Telephone Number
( )
- ----------------------------------------------------------------- ------------------------------- ---------------------------------
Address (City, State, Zip)
- -----------------------------------------------------------------------------------------------------------------------------------
5. PLAN INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
Non-Qualified Plan: |_| Individual Plan
Qualified Plan: |_| Regular IRA - Tax year(s) _____,_____
|_| IRA Rollover/Transfer
|_| SEP-IRA
|_| Roth IRA
|_| 457 Deferred Compensation Plan
|_| TSA Plan (check one): Regular ___ Transfer ___
|_| Corporate, Plan Type _____________________________________________
|_| Other _________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
INITIAL PURCHASE PAYMENT $ _______________
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MUVAC96a
[Product Name]
<PAGE>
- -------------------------------------------------------------------------------
7. HEALTH INFORMATION
- -------------------------------------------------------------------------------
Do you have any reason to believe that the Death Benefit will become payable to
the Beneficiary in the first Certificate Year? Yes |_| No |_|
- -------------------------------------------------------------------------------
8. ANNUITY ACTIVITY
- -------------------------------------------------------------------------------
. Have you purchased another annuity from Massachusetts Mutual Life Insurance
Company or its affiliates or subsidiaries, including C.M. Life Insurance
Company, in the past 12 months? Yes |_| No |_|
. Will the annuity applied for replace or change any existing individual or
group life insurance or annuity? Yes |_| No |_|
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NOTE: . The Annuity Date must be the first day of a calendar month.
9. ANNUITY DATE ___________________ . The Annuity Date cannot be later than the earlier of the Annuitant's
90th birthday or the maximum date permitted under state law.
. If no election is made, the Annuity Date will be the earlier of the
Annuitant's 90th birthday or the maximum date permitted under state
law.
- ------------------------------------------------------------------------------
</TABLE>
10. ANNUITY OPTIONS NOTE: If no election is made 30 days before the
Annuity Date, payments will be made under Option
B with a 10 Year Period Certain.
- -------------------------------------------------------------------------------
|_| Option A - Life Income
|_| Option B - Life Income with Period Certain: |_| 5 Yr. |_| 10 Yr. |_| 20 Yr.
|_| Option C - Joint and Last Survivor
|_| Option D - Joint and 2/3 Survivor
|_| Option E - Period Certain: # of Years ______
- --------------------------------------------------------------------------------
11. MISCELLANEOUS INSTRUCTIONS/COMMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
12. PARTICIPANT AND ANNUITANT SIGNATURES
- --------------------------------------------------------------------------------
I hereby represent that the above information is correct and true to the best of
my knowledge and belief and agree that this application shall be a part of the
Certificate issued by the Company. ALL PAYMENTS AND VALUES PROVIDED BY THE
CERTIFICATE BEING APPLIED FOR WHEN BASED ON INVESTMENT EXPERIENCE OF A VARIABLE
ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. I acknowledge
receipt of a current prospectus for the Certificate.
Signed at: _______ ___________ ___________ On: _____/_____/_____
City State (Mo/Day/Yr)
Participant Signature__________________________________________________________
Joint Participant Signature ___________________________________________________
Annuitant Signature (If other than a Participant )_____________________________
- -------------------------------------------------------------------------------
13. NASD REGISTERED REPRESENTATIVE/AGENT/BROKER INFORMATION
- -------------------------------------------------------------------------------
Will the annuity applied for replace or change any existing individual or group
life insurance or annuity? If yes, I have complied with all state replacement
requirements. |_| Yes |_| No
If a replacement, is this replacement meant to be a tax-free exchange under
Section 1035? |_| Yes |_| No
I certify that I am NASD registered and state licensed for variable annuity
contracts where this application is written and delivered.
Signature of NASD Registered Representative/Agent/Broker_______________________
Phone Number ( ) __________________
Print Name and License #/ Code __________________ ___________________________
Name and Address of Firm ____________________ ________________________________
City _____________________________ State ________________ Zip _______________
- -------------------------------------------------------------------------------
Make check(s) payable to Massachusetts Mutual Life
Insurance Company and mail this signed Application
and the check to: Massachusetts Mutual Life
Insurance Company
Annuity Service Center 11565
P. O. Box 9067
Springfield, MA 01102-9067
- -------------------------------------------------------------------------------
MUVAC96a
<PAGE>
EXHIBIT 9
Opinion of and Consent of Counsel
June, 1999
Massachusetts Mutual Life Insurance Company
140 Garden Street
Hartford, CT 06154
Re: Initial Registration Statement filed on Form N-4
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of the initial
registration statement filed on Form N-4 under the Securities Act of 1933 for
Massachusetts Mutual Life Insurance Company's ("MassMutual) individual
certificate issued under a group deferred variable annuity contract with
flexible purchase payments (the "Certificate"). Massachusetts Mutual Variable
Annuity Separate Account 4 issues the Certificate.
As an attorney for MassMutual, I provide legal advice to MassMutual in
connection with the operation of its variable products. In such role I am
familiar with the initial registration statement for the Certificate. In so
acting, I have made such examination of the law and examined such records and
documents as in my judgment are necessary or appropriate to enable me to render
the opinion expressed below. I am of the following opinion:
1. MassMutual is a valid and subsisting corporation, organized and operated
under the laws of the state of Massachusetts and is subject to regulation by the
Massachusetts Commissioner of Insurance.
2. Massachusetts Mutual Variable Annuity Separate Account 4 is a separate
account validly established and maintained by MassMutual in accordance with
Massachusetts law.
3. All of the prescribed corporate procedures for the issuance of the
Certificate have been followed, and all applicable state laws have been complied
with.
I hereby consent to the use of this opinion as an exhibit to this Registration
Statement.
Very truly yours,
/s/ Lynn S. Mercier
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Lynn S. Mercier
Attorney
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