<PAGE>
As filed with the Securities and Exchange Commission on , 2000
File No. 811-08619
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-4
INITIAL REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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[_] 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.)
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MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
(Exact Name of Registrant)
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Name of Depositor)
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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
----------------
This Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a) may
determine.
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<PAGE>
CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
N-4 Item Caption in Prospectus
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<S> <C>
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;
Right to Take Loans; 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
<CAPTION>
Caption in the Statement of
Additional Information
---------------------------
<S> <C>
15........................................ Cover Page
16........................................ Table of Contents
17........................................ Company
18........................................ Experts; Distribution
19........................................ Purchase of Securities Being Offered
20........................................ Distribution
21........................................ Performance Measures
22........................................ Annuity Payments
23........................................ Financial Statements
</TABLE>
2
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
Massachusetts Mutual Life Insurance Company
Massachusetts Mutual Variable Annuity Separate Account 4
____ Variable Annuity
This prospectus describes the individual certificates issued under the ____
deferred group variable annuity certificate offered by Massachusetts Mutual
Life Insurance Company. This certificate 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 includes one fixed account option as well as the
following twenty-eight funds which are offered through our separate account,
Massachusetts Mutual Variable Annuity Separate Account 4.
Currently, there is no limit to the number of investment choices that you may
invest in at any one time. However, we reserve the right to limit the number of
investment choices that you may invest in to a maximum of 18 investment choices
(including the fixed account) at any one time.
American Century Variable Portfolios, Inc.
. American Century VP Income & Growth Fund
. American Century VP Value Fund
BT Insurance Funds Trust
. BT Small Cap Index Fund
Fidelity Variable Insurance Products Fund
. VIP Growth Portfolio--Service Class
Fidelity Variable Insurance Products Fund II
. VIP II Contrafund(R) Portfolio--Initial Class
Fidelity Variable Insurance Products Fund III
. VIP III Growth Opportunities Portfolio--Service Class
Janus Aspen Series
. Janus Aspen Capital Appreciation Portfolio
. Janus Aspen Worldwide Growth Portfolio
MFS(R) Variable Insurance Trust SM
. MFS(R) Growth With Income Series
MML Series Investment Fund
. MML Blend Fund
. MML Equity Fund
. MML Equity Index Fund
. MML Growth Equity Fund
. MML Managed Bond Fund
. MML Small Cap Growth Equity Fund
. MML Small Cap Value Equity Fund
Oppenheimer Variable Account Funds
. Oppenheimer Aggressive Growth Fund/VA
. Oppenheimer Capital Appreciation Fund/VA
. Oppenheimer Global Securities Fund/VA
. Oppenheimer High Income Fund/VA
. Oppenheimer Main Street Growth & Income Fund/VA
. Oppenheimer Money Fund/VA
. Oppenheimer Strategic Bond Fund/VA
Panorama Series Fund, Inc.
. Oppenheimer International Growth Fund/VA
. Panorama Growth Portfolio
. Panorama Total Return Portfolio
T. Rowe Price Equity Series, Inc.
. T. Rowe Price Mid-Cap Growth Portfolio
Templeton Variable Products Series Fund
. Templeton International Fund--Class 2 Shares
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 ____ , 2000. 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 34 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, H __ , 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.
The information in this prospectus is not complete and may be amended. We may
not sell these securities until the registration statement filed with the SEC
is effective. This prospectus is not an offer to sell nor is it seeking an
offer to buy these securities in any state where the offer or sale is not
permitted.
___ , 2000.
1
<PAGE>
Table Of Contents
<TABLE>
<S> <C>
Highlights 4
Massachusetts Mutual Variable Annuity Separate Account 4-- Segment
Table of Fees and Expenses 5
The Company 11
The ___ Individual Certificate Issued under a Group Deferred Variable
Annuity Certificate--General Overview 11
Ownership 12
Contract Owner 12
Participant 12
Annuitant 12
Beneficiary 12
Purchasing a Certificate 13
Purchase Payments 13
Allocation of Purchase Payments 13
Investment Choices 14
The Separate Account 14
The Funds 14
The Fixed Account 18
Certificate Value 19
Accumulation Units 19
Transfers 19
Transfers During the Accumulation Phase 19
Transfers During the Income Phase 20
Dollar Cost Averaging Program 20
Automatic Rebalancing Program 21
Interest Sweep Option 21
Withdrawals 21
Systematic Withdrawal Program 22
Right to Take Loans 23
Expenses 24
Insurance Charges 24
Mortality and Expense Risk Charge 24
Administrative Charge 24
Annual Certificate Maintenance Charge 24
Contingent Deferred Sales Charge 24
Free Withdrawals 25
Premium Taxes 25
Transfer Fee 25
Income Taxes 25
Fund Expenses 25
The Income Phase 26
Fixed Annuity Payments 26
Variable Annuity Payments 26
Annuity Unit Value 26
Annuity Options 27
Death Benefit 28
Death of Participant During the Accumulation Phase 28
Death Benefit Amount During the Accumulation Phase 28
Death Benefit Options During the Accumulation Phase 28
Death of Participant During the Income Phase 28
Taxes 29
Annuity Certificates in General 29
Qualified Certificates 29
Withdrawals - Qualified Certificates 29
Direct Transfers - Tax-Sheltered Annuities 30
Withdrawal Restrictions - Tax-Sheltered Annuities 30
Withdrawal Restrictions - Texas Optional Retirement Program 30
Rollovers - Tax-Sheltered Annuity to Individual Retirement Annuity 31
Spousal Consent 31
Other Information 32
Performance 32
Standardized Total Returns 32
Nonstandard Total Returns 32
Yield and Effective Yield 32
Related Performance 32
Distributors 32
Electronic Transmission of Application Information 33
Assignment 33
Voting Rights 33
Reservation of Rights 33
Suspension of Payments or Transfers 33
Legal Proceedings 34
Financial Statements 34
Additional Information 34
</TABLE>
Table Of Contents
2
<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.
<TABLE>
<CAPTION>
Page
<S> <C>
Accumulation Phase 11
Accumulation Unit 19
Annuitant 12
Annuity Date 26
Annuity Options 27
Annuity Payments 26
Annuity Service Center 1
Annuity Unit Value 26
Certificate 11
Contract Owner 12
Free Withdrawals 25
Income Phase 26
Participant 12
Purchase Payment 13
Qualified Certificate 29
Separate Account 14
Tax Deferral 11
Tax-Sheltered Annuity 11
</TABLE>
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. When you cancel the certificate
within this time period, we will not assess a sales charge. You will receive
your certificate value as of the business day we receive your certificate and
written request at our Annuity Service Center.
Contingent Deferred Sales Charge
We do not deduct a sales charge when we receive a purchase payment from you.
However, we may assess a contingent deferred sales charge if you withdraw any
part of the certificate value. The amount of the contingent deferred sales
charge depends on the length of time between when we issued your certificate
and when you make a withdrawal. The contingent deferred sales charge ranges
from 8% to 0%.
Federal Income Tax Penalty
If you withdraw any of the contract value from your qualified contract, 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 (Code);
. paid in a series of substantially equal payments made annually or more
frequently, or for the joint life expectancies of you and your designated
beneficiary (for a tax-qualified plan other than an individual retirement
annuity, this exception applies when the series of payments begins after
separation from service);
. which are made on account of a levy on a tax-qualified certificate under
Section 6331 of the Code; or
. paid to the extent that the amount paid does not exceed the allowable
deduction under Section 213 of the Code for amounts paid during the taxable
year for medical care.
In addition, the following withdrawal amounts from a tax-qualified plan other
than an individual retirement annuity may be exempt from the penalty tax:
. amounts paid to you after separation from service after you reach age 55; or
. amounts paid to an alternate payee pursuant to a qualified domestic
relations order.
The following withdrawal amounts from an individual retirement annuity may also
be exempt from the penalty tax:
. amounts paid for the purchase of medical insurance (as described in Section
213(d)(1)(D) of the Code) for you and your dependents if you have received
unemployment compensation for at least 12 weeks (this exception does not
apply after you have been re-employed for at least 60 days);
. amounts paid to the extent such amounts do not exceed your qualified higher
education expenses (as defined in Section 72(t)(7) of the Code) for the
taxable year; or
. amounts which are qualified first-time home buyer distributions (as defined
in Section 72(t)(8) of the Code).
Highlights
4
<PAGE>
Massachusetts Mutual Variable Annuity
Separate Account 4 -- ___ Segment
Table Of Fees And Expenses
Participant Transaction Expenses
Transfer Fee:
During Accumulation Phase: We currently do not assess a charge
for transfers.
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 Purchases: 0%
Contingent Deferred Sales Charge (as a percentage of amount withdrawn):
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Certificate Year 1 2 3 4 5 6 7 8 9 10 and later
Percentage 8% 8% 7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>
Annual Certificate Maintenance Charge: $0
Separate Account Annual Expenses
(as a percentage of the average account value)
Mortality and Expense Risk Charge: 1.03%
Administrative Charge: 0.15%
-----
Total Separate Account Annual Expenses: 1.18%
Table Of Fees And Expenses
5
<PAGE>
Annual Fund Expenses
(as a percentage of average net assets as of December 31, 1998)
<TABLE>
<CAPTION>
Total
Management Other Operating
Fees After Expenses After Expenses After
Expense Expense 12b-1 Expense
Reimbursements Reimbursements Fees Reimbursements
<S> <C> <C> <C> <C>
American Century VP
Income & Growth Fund 0.70% 0.00% -- 0.70%
American Century VP
Value Fund 1.00% 0.00% 1.00%
BT Small Cap Index Fund 0.35% 0.10% -- 0.45%/5/
Fidelity's VIP Growth
Portfolio--Service Class 0.59% 0.11% 0.10% 0.80%/3/
Fidelity's VIP II
Contrafund(R)
Portfolio--Initial Class 0.59% 0.11% -- 0.70%/3/
Fidelity's VIP III
Growth Opportunities
Portfolio--Service Class 0.59% 0.11% 0.10% 0.80%/3/
Janus Aspen Capital
Appreciation Portfolio 0.70% 0.22% -- 0.92%/4/
Janus Aspen Worldwide
Growth Portfolio 0.65% 0.07% -- 0.72%/4/
MFS(R) Growth With
Income Series 0.75% 0.13% 0.88%
MML Blend Fund 0.37% 0.00%/2/ -- 0.37%
MML Equity Fund 0.37% 0.00%/2/ 0.37%
MML Equity Index Fund 0.30% 0.20% 0.50%
MML Growth Equity Fund 0.80% 0.11%/2/ -- 0.91%/1/
MML Managed Bond Fund 0.45% 0.03%/2/ -- 0.48%
MML Small Cap Growth
Equity Fund 1.08% 0.11%/2/ 1.19%/1/
MML Small Cap Value
Equity Fund 0.39% 0.05%/2/ -- 0.44%
Oppenheimer Aggressive
Growth Fund/VA 0.69% 0.02% 0.71%
Oppenheimer Capital
Appreciation Fund/VA 0.72% 0.03% 0.75%
Oppenheimer Global
Securities Fund/VA 0.68% 0.06% -- 0.74%
Oppenheimer High Income
Fund/VA 0.74% 0.04% -- 0.78%
Oppenheimer Main Street
Growth & Income Fund/VA 0.74% 0.05% -- 0.79%
Oppenheimer Money
Fund/VA 0.45% 0.05% -- 0.50%
Oppenheimer Strategic
Bond Fund/VA 0.74% 0.06% -- 0.80%
Oppenheimer
International Growth
Fund/VA 1.00% 0.09% -- 1.09%
Panorama Growth
Portfolio 0.52% 0.01% -- 0.53%
Panorama Total Return
Portfolio 0.53% 0.02% 0.55%
T. Rowe Price Mid-Cap
Growth Portfolio 0.85% 0.00% --
Templeton International
Fund--Class 2 Shares/6/ 0.69% 0.17% 0.25% 1.11%
</TABLE>
Table Of Fees And Expenses
6
<PAGE>
/1/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.
/2/We agreed to bear expenses of the MML Equity Fund, MML Managed Bond Fund,
MML Blend Fund, MML Small Cap Value Equity Fund, MML Growth Equity Fund 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 Managed Bond Fund, MML
Blend Fund and MML Small Cap Value Equity Fund in 1999.
/3/A portion of the brokerage commissions that the VIP Growth Portfolio, the
VIP II Contrafund Portfolio(R), and the VIP III Growth Opportunities Portfolio
pay was used to reduce the other expenses for the Portfolios. In addition,
these Portfolios have entered into arrangements with their custodian whereby
credits realized as a result of uninvested cash balances were used to reduce
custodian expenses. Including these reductions, the other expenses for the VIP
Growth Portfolio would have been 0.06%, decreasing the VIP Growth Portfolio's
total fund expenses to 0.75%; the other expenses for the VIP II Contrafund(R)
Portfolio would have been 0.07%, decreasing the VIP II Contrafund(R)
Portfolio's total fund expenses to 0.66%; and the other expenses for the VIP
III Growth Opportunities Portfolio would have been 0.10%, decreasing the VIP
III Growth Opportunities Portfolio's total fund expenses to 0.79%.
/4/Janus Capital has agreed to reduce the management fee of the Janus Aspen
Worldwide Growth Portfolio and the Janus Aspen Capital Appreciation Portfolio
to the level of their corresponding Janus retail funds. Other waivers, if
applicable, are first applied against the management fee and then against other
expenses. Janus Capital has agreed to continue the waivers and fee reductions
until at least the next annual renewal of the advisory agreement. Without such
reductions, the total fund expenses for the Janus Aspen Worldwide Growth
Portfolio and the Janus Aspen Capital Appreciation Portfolio would have been
0.74% and 0.97%, respectively.
/5/Bankers Trust Company has voluntarily undertaken to waive its management fee
and reimburse the BT Small Cap Index Fund certain expenses so that the total
fund expenses for the BT Small Cap Index Fund will not exceed 0.45%. Bankers
Trust Company may not recoup any of its waived investment advisory fees. Such
waivers by Bankers Trust Company should stay in effect for at least 12 months.
Without such waivers and reimbursements, the total fund expenses for the BT
Small Cap Index Fund would have been 1.58%.
/6/The Fund's Class 2 distribution plan or "Rule 12b-1 plan" is described in
the Fund's prospectus.
(See the funds' prospectuses for more information.)
Table Of Fees And Expenses
7
<PAGE>
Examples
The following examples are designed to help you understand the expenses in the
certificate. The examples show 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. All the expenses shown in the table of fees and expenses,
including the annual fund expenses, are assumed to apply. In the first example
it is assumed that you withdrew all of your money at the end of years 1, 3, 5
or 10.
<TABLE>
<CAPTION>
Sub-Account Year 1 3 5 10
<S> <C> <C> <C> <C> <C>
American Century VP Income & Growth
American Century VP Value
BT Small Cap Index Fund
Fidelity's VIP Growth
Fidelity's VIP II Contrafund(R)
Fidelity's VIP III Growth Opportunities
Janus Aspen Capital Appreciation
Janus Aspen Worldwide Growth
MFS(R) Growth With Income
MML Blend
MML Equity
MML Equity Index
MML Growth Equity
MML Managed Bond
MML Small Cap Growth Equity
MML Small Cap Value Equity
Oppenheimer Aggressive Growth
Oppenheimer Capital Appreciation
Oppenheimer Global Securities
Oppenheimer High Income
Oppenheimer Main Street Growth & Income
Oppenheimer Money
Oppenheimer Strategic Bond
Oppenheimer International Growth
Panorama Growth
Panorama Total Return
T. Rowe Price Mid-Cap Growth
Templeton International
</TABLE>
Table Of Fees And Expenses
8
<PAGE>
This second example assumes 1) that you did not make a withdrawal or 2) that
you decided to begin the income phase at the end of each year shown. (The
income phase is not available until the end of the 5th certificate year.)
<TABLE>
<CAPTION>
Sub-Account Year 1 3 5 10
<S> <C> <C> <C> <C> <C>
American Century VP Income & Growth
American Century VP Value
BT Small Cap Index Fund
Fidelity's VIP Growth
Fidelity's VIP II Contrafund(R)
Fidelity's VIP III Growth Opportunities
Janus Aspen Capital Appreciation
Janus Aspen Worldwide Growth
MFS(R) Growth With Income
MML Blend
MML Equity
MML Equity Index
MML Growth Equity
MML Managed Bond
MML Small Cap Growth Equity
MML Small Cap Value Equity
Oppenheimer Aggressive Growth
Oppenheimer Capital Appreciation
Oppenheimer Global Securities
Oppenheimer High Income
Oppenheimer Main Street Growth & Income
Oppenheimer Money
Oppenheimer Strategic Bond
Oppenheimer International Growth
Panorama Growth
Panorama Total Return
T. Rowe Price Mid-Cap Growth
Templeton International
</TABLE>
Table Of Fees And Expenses
9
<PAGE>
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 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
10
<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
The annuity certificate is an ownership interest issued by us, MassMutual, to
you, the participant, under the group deferred variable annuity contract. This
annuity certificate is a contract between the participant and MassMutual. The
certificate is intended for retirement savings or other long-term investment
purposes. The certificate is designed primarily for use in annuity purchase
plans adopted by public school systems and certain tax-exempt organizations
pursuant to Section 403(b) of the Internal Revenue Code. These plans are
sometimes called "tax-sheltered annuities" or "TSAs".
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 that is at least 5 years in the future. 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. 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 variable annuity because you can choose to allocate
your purchase payments among various investment choices. Your choices include
twenty-eight funds and one fixed account. The amount of money you are able to
accumulate in your certificate during the accumulation phase depends upon the
investment performance of the funds you select as well as the interest we
credit on 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 will fluctuate
depending on the investment performance of the funds you select for the income
phase. If you select to receive payments on a fixed basis, the payments you
receive will remain level.
The Company/General Overview
11
<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 must be an
individual. 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, you exercise all rights under the certificate. The
participant names the beneficiary.
For participants in certificates issued under an ERISA plan, your rights in
this certificate may be subject to plan documents.
Annuitant
The annuitant is the person on whose life we base annuity payments. You
designate the annuitant at the time of application. However, in order for the
certificate to qualify as a tax-sheltered annuity or an individual retirement
annuity, you must be named as participant and annuitant.
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 are married and your certificate is issued under an ERISA plan, your
ability to name a primary beneficiary other than your spouse is restricted.
Ownership Of Certificate
12
<PAGE>
Purchasing a Certificate
Purchase Payments
The minimum amount we accept for an initial purchase payment is:
. $600, divided by the number of installments (not more than 12) which you
expect to be made each year.
Additional purchase payments may be made to this certificate. However,
additional purchase payments of less than $50 are subject to our approval.
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.
You may give your complete application to your agent/broker. Purchase payments
may be made:
. by mailing a check that clearly indicates your name and certificate number
to our lockbox:
P.O. Box 92427
Chicago, IL 60675-2427
. by instructing your bank to wire transfer funds to:
Chase Manhattan Bank,
New York, New York
ABA #021000021
MassMutual Account 323065422
Ref: VA Income 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 or lockbox, 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 additional purchase payments are made to your certificate, 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
13
<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 Massachusetts insurance law on July 9, 1997. We have
registered the separate account with the Securities and Exchange Commission as
a unit investment trust under the Investment Company Act of 1940.
MassMutual owns 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.
MassMutual has established a segment of the separate account for _________
certificates. We currently divide the separate account into 28 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.
Currently, there is no limit to the number of investment choices that you may
invest in at any one time. However, we reserve the right to limit the number of
investment choices that you may invest in to a maximum of 18 investment choices
(including the fixed account) at any one time.
The Funds
The certificate offers 28 funds which are listed below. Additional funds may be
added in the future.
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 Fund. The American Century VP Income &
Growth Fund seeks dividend growth, income and capital appreciation by investing
in common stocks.
American Century VP Value Fund. The American Century VP Value Fund seeks long-
term capital growth by investing primarily in common stocks that the management
team believes to be undervalued at the time of purchase. Income is a secondary
objective.
BT Insurance Funds Trust
BT Insurance Funds Trust ("BT Insurance Funds") was organized as a
Massachusetts business trust in 1996. The BT Small Cap Index Fund is a separate
series of the BT Insurance Funds.
Bankers Trust Company is the investment adviser to the BT Small Cap Index Fund.
Bankers Trust Company is located at 130 Liberty Street, New York, NY 10006.
BT Small Cap Index Fund. The BT Small Cap Index Fund seeks to match, as closely
as possible, before expenses, the performance of the Russell 2000(R) Small
Stock Index*, which emphasizes stocks of small U.S. companies.
* "Frank Russell Company is the owner of the trademarks and copyrights relating
to the Russell Indexes."
Fidelity Variable Insurance Products Fund
Fidelity Variable Insurance Products Fund ("VIP") is an open-end management
investment company organized as a Massachusetts business trust in 1981.
Fidelity's VIP Growth Portfolio is a diversified fund of VIP.
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Fidelity Management & Research Company ("FMR") is the investment adviser to
Fidelity's VIP Growth Portfolio. FMR is the management arm of Fidelity
Investments(R). Fidelity Investments has its principal place of business
address at 82 Devonshire Street, Boston, MA 02109.
Fidelity's VIP Growth Portfolio--Service Class. Fidelity's VIP Growth Portfolio
seeks to achieve capital appreciation by investing primarily in common stocks.
This Portfolio invests in companies that the manager believes have above-
average growth potential.
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(R) Portfolio is a diversified fund of VIP
II.
FMR is the investment adviser to Fidelity's VIP II Contrafund(R) Portfolio.
Fidelity Management & Research (U.K.) Inc. ("FMR U.K."), in London, England,
and Fidelity Management & Research (Far East) Inc. ("FMR Far East"), in Tokyo,
Japan, assist FMR with foreign investments. They each serve as subadvisors for
Fidelity's VIP II Contrafund(R) Portfolio.
Fidelity's VIP II Contrafund(R) Portfolio--Initial Class. Fidelity's VIP II
Contrafund(R) Portfolio seeks long term capital appreciation by investing in
the securities of companies whose value is not fully recognized by the public.
Fidelity Variable Insurance Products Fund III
Fidelity Variable Insurance Products Fund III ("VIP III") is an open-end
management investment company organized as a Massachusetts business trust in
1994. Fidelity's VIP III Growth Opportunities Portfolio is a diversified fund
of VIP III.
FMR is the investment adviser to Fidelity's VIP III Growth Opportunities
Portfolio. FMR U.K. and FMR Far East assist FMR with foreign investments. They
each serve as subadvisors for Fidelity's VIP III Growth Opportunities
Portfolio.
Fidelity's VIP III Growth Opportunities Portfolio--Service Class. Fidelity's
VIP III Growth Opportunities Portfolio seeks to provide capital growth by
investing primarily in common stocks.
Janus Aspen Series
Janus Aspen Series ("Janus Aspen") is an open-end management investment
company. Janus Aspen Worldwide Growth Portfolio and Janus Aspen Capital
Appreciation Portfolio are each a separate series of Janus Aspen.
Janus Capital is the investment adviser to the Janus Aspen Worldwide Growth
Portfolio and the Janus Aspen Capital Appreciation Portfolio. Janus Capital is
located at 100 Fillmore Street, Denver, CO 80206-4928.
Janus Aspen Capital Appreciation Portfolio. The Janus Aspen Capital
Appreciation Portfolio seeks long-term growth of capital. The Portfolio invests
primarily in common stocks selected for their growth potential. The Portfolio
may invest in companies of any size, from larger, well-established companies to
smaller, emerging growth companies.
Janus Aspen Worldwide Growth Portfolio. The Janus Aspen Worldwide Growth
Portfolio seeks long-term growth of capital in a manner consistent with the
preservation of capital. The Portfolio invests primarily in common stocks of
companies of any size throughout the world.
MFS(R) Variable Insurance Trust SM
The MFS(R) Variable Insurance TrustSM ("MFS Trust") is an open-end management
investment company, organized as a Massachusetts business trust in 1994. The
MFS(R) Growth With Income Series is a separate series of the MFS Trust.
Massachusetts Financial Services Company ("MFS") advises the MFS(R) Growth With
Income Series. MFS is located at 500 Boylston Street, Boston, MA 02116.
MFS(R) Growth With Income Series. The MFS(R) Growth With Income Series seeks to
provide reasonable current income and long-term growth of capital and income.
This Series invests, under normal market conditions, at least 65% of its total
assets in common stocks and related securities, such as preferred stocks,
convertible securities and depository receipts for those securities.
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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. 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 MassMutual, whereby
Babson manages the investment of the assets of the MML Managed Bond Fund, the
MML Small Cap Value Equity Fund, the MML Equity Fund, and 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 Blend Fund. The MML Blend Fund seeks a high total rate of return over
time, consistent with prudent investment risk and capital preservation, by
investing in equity, fixed income and money market securities.
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 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 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.
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 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.
Oppenheimer Variable Account Funds
Oppenheimer Variable Account Funds ("Oppenheimer Funds") is an investment
company consisting of 10 separate series of shares known as funds.
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 Oppenheimer Funds. It performs
administrative functions relative to the Oppenheimer Funds, 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.
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Oppenheimer Aggressive Growth Fund/VA. The Oppenheimer Aggressive Growth
Fund/VA seeks long-term capital appreciation by investing in "growth-type"
companies.
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. The Fund 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. The Fund invests in equity securities of U.S. and foreign
issuers.
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 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 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. This Fund invests in three market sectors: debt securities of
foreign governments and companies, U.S. Government securities and lower-rated
high-yield securities of U.S. companies.
Panorama Series Fund, Inc.
Panorama Series Fund, Inc. ("Panorama Fund") is an open-end investment company
consisting of separate series of shares known as funds. The Panorama Fund is
also advised by OFI.
Oppenheimer International Growth Fund/VA. The Oppenheimer International Growth
Fund/VA 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.
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 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.
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.
Templeton Variable Products Series Fund
The Templeton Variable Products Series Fund ("Templeton Fund") is an open-end
management
Investment Choices
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investment company organized as a Massachusetts business trust on February 25,
1988. The Templeton International Fund is a separate series of the Templeton
Fund.
Templeton Investment Counsel, Inc. ("Templeton Investment Counsel") is the
investment manager of the Templeton International Fund. Templeton Investment
Counsel is located at 500 East Broward Boulevard, Fort Lauderdale, FL 33394-
3091.
Templeton International Fund--Class 2 Shares. The Templeton International Fund
seeks long-term capital growth. The Fund, under normal market conditions, will
invest at least 65% of its total assets in the equity securities of companies
located outside the U.S., including in emerging markets.
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 Account
We offer one fixed account, as an investment option. The fixed account is an
investment option within our general account.
Amounts that you allocate to the fixed account 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 may allocate purchase payments to the fixed account. You can also make
transfers of your certificate value into the fixed account. You do not
participate in the investment performance of the assets in the fixed account.
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.
Investment Choices
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Certificate Value
Your certificate value is the sum of your value in the separate account and the
fixed account.
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 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 MML Equity Fund. When the New York
Stock Exchange closes on that Monday, we determine that the value of an
accumulation unit for the MML Equity Fund 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 MML Equity Fund.
Transfers
You can transfer all or part of your certificate value. You can make transfers
by telephone or by other means we authorize. To make transfers other than by
telephone you must submit a written request. 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 fully completed
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
fully completed 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.
Currently, you can make an unlimited number of transfers every calendar year
during the accumulation phase without charge. However, we reserve the right to
deduct a transfer fee of $20 per transfer or, if less, 2% of the amount
transferred for each transfer allowed in a calendar year as provided by the
certificate. We also reserve the right to limit the number of transfers that
you can make as provided by the certificate.
The following rules apply to any transfer during the accumulation phase:
(1) The minimum amount which you can transfer is:
. $500; or
. the entire value in a fund, if less.
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After a transfer, the minimum amount which must remain in the fund is $500
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. For purposes of this restriction, your
certificate value in the fixed account does not include the amount of any
outstanding loan. You may not transfer certificate value out of the
loaned portion of the fixed account. 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.
Transfers During the Income Phase
You may make 6 transfers between the funds each calendar year without
incurring a fee. You cannot transfer from the general account to a fund, but
you can transfer from one or more funds to the general account once a
certificate year. The minimum amount which you can transfer is $500 or your
entire interest in the fund, if less. After a transfer, the minimum amount
which must remain in a fund is $500 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.
You must have a certificate value of at least $5,000 in order to participate
in the Dollar Cost Averaging Program. 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
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.
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.
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The Dollar Cost Averaging option will terminate if:
. you withdraw the total certificate value;
. the last transfer you selected has been made;
. upon your death;
. there is insufficient certificate value to make the transfer; or
. 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 the 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 account. 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%.
Interest Sweep Option
Under this program, we will automatically transfer earnings from your
certificate value in the fixed account to one or more selected funds. By
allocating these earnings to the funds, you can pursue further growth in the
value of your certificate through more aggressive investments. However, the
interest sweep option does not assure profit and does not protect against loss
in declining markets.
To participate in this program, you must have at least $5,000 in certificate
value in the fixed account at the time of transfer. While the program is in
effect, you can adjust your allocations as necessary.
This program will terminate:
. if your certificate value falls below the required minimum amount in the
fixed account;
. upon your death;
. if you request a loan;
. if you begin the income phase of your certificate; or
. if we receive your written request to terminate the program at least 5
business days prior to the next scheduled transfer date.
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 a fully completed surrender form at our Annuity Service Center. If we
receive your fully completed surrender form 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
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business day. We will pay any withdrawal amount within 7 days of our receipt
of your fully completed surrender form 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 non-loaned
portion of the fixed account. You must withdraw at least $100 or the entire
value in a fund or the non-loaned portion of the fixed account, if less. We
require that after you make a partial withdrawal you keep at least $600 in
your certificate. Partial withdrawals are subject to a contingent deferred
sales charge.
When you make a total withdrawal you will receive the value of your
certificate:
. less any contingent deferred sales charge, if applicable;
. less any applicable premium tax;
. less any outstanding loan amount, if any, 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 $100. Your certificate
value must be at least $10,000 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 least 5 business
days before the start date you selected. If you elect to receive your payment
pursuant to an electronic funds transfer ("EFT"), we must receive a fully
completed written request at least 10 business days before the start date you
elected.
We may defer the start of your systematic withdrawal program for one month if
your systematic withdrawal start date is less than 5 business days (10
business days for an EFT) after we receive your written request. If you do not
select a start date, we will automatically begin systematic withdrawals within
5 business days (10 business day for an EFT) after we receive your request.
Your request must be in writing. If you are currently participating in a
Systematic Withdrawal Program and you want to begin receiving your payments
pursuant to an EFT, we will need 10 business days notice to implement this
change.
If you terminate your Systematic Withdrawal Program from the fixed account,
you may not elect a new plan involving withdrawals from the fixed account for
6 months.
Your Systematic Withdrawal Program ends:
. if you withdraw your total certificate value;
. if we process the last withdrawal you selected;
. upon your death;
. 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 five business days before the next withdrawal date.
- --------------------------------------------------------------------------------
Your ability to take a withdrawal may be restricted by certain provisions of
the Internal Revenue Code. Furthermore, if your certificate is issued under
an ERISA plan, your ability to take a withdrawal may be restricted by your
plan documents. Income taxes, tax penalties and certain restrictions may
apply to any withdrawal you make.
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Right to Take Loans
In some states, if your certificate is a tax-sheltered annuity, you may be able
to take a loan under your certificate. All such loans must conform to the
requirements of the Internal Revenue Code. There are limitations on the amount
of the loan you can take, and there is a required loan repayment schedule. If
you default and do not correct the default within the applicable grace period,
the entire outstanding loan balance will be considered a taxable distribution,
and we will do appropriate tax reporting. We will withdraw sufficient
certificate value to repay the debt to the extent such withdrawals are not
restricted under the Internal Revenue Code.
If you own a certificate with an outstanding loan and are taking an eligible
distribution of your entire certificate value, we will deduct any outstanding
certificate debt from the amount you withdraw. If you make a partial
withdrawal, the certificate value remaining after the withdrawal must not be
less than:
. the amount of any loan outstanding; plus
. interest on the loan for 12 months based on the loan interest rate then in
effect; plus
. any contingent deferred sales charge that would apply to such an amount
otherwise withdrawn.
As long as your loan is outstanding, a portion of your certificate value equal
to the loan is held in the fixed account. You may select the amount of
certificate value and your investment choice(s) from where the certificate
value is to be transferred from to secure the loan. If you do not make such a
selection, we will deduct your requested loan amount from your investment
choice(s) in proportion to the non-loaned value of each on the date of your
loan request. Upon repayment of the loan, we will transfer value equal to the
repayment from the loaned portion of the fixed account to your investment
choice(s) based upon your current purchase payment allocation.
Amounts held in the fixed account equal to the amount of any outstanding loan
are not available for withdrawal or transfer. If you do not repay the loan, we
will deduct the loan amount from your withdrawal or death benefit.
You may not begin receiving annuity payments if you have an outstanding loan
balance.
Currently, we do not deduct a charge from your certificate if you take a loan
under your certificate. However, we reserve the right to deduct a charge not to
exceed $35 from your certificate as a loan origination fee should it become
necessary for us to seek reimbursement for expenses related to the
administration of certificate loans.
Certificate Value
23
<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
This charge is equal, on an annual basis, to 1.03% of the daily value of the
assets invested in each fund, after fund expenses are deducted. This 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;
. the expense risk that the current charges will be insufficient to cover the
actual cost of administering the certificate.
We may increase the mortality and expense risk charge, but it will not exceed
1.25%.
Administrative Charge
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. We assess this
charge to reimburse us for all 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. We can increase this charge, but
the charge will never exceed 0.25%.
Annual Certificate Maintenance Charge
Currently, we do not deduct an annual certificate maintenance charge from your
certificate. However, we reserve the right to deduct an amount not to exceed
$60 from your certificate at the end of each certificate year as an annual
maintenance certificate charge should it become necessary for us to seek
reimbursement for expenses relating to the issuance and maintenance of the
certificate.
Contingent Deferred Sales Charge
We do not deduct a sales charge when we receive a purchase payment. However, we
may assess a contingent deferred sales charge on any amount you withdraw that
exceeds the free withdrawal amount. We use this charge to cover certain
expenses relating to the sale of the certificate.
If you withdraw:
. from more than one investment choice, we will deduct the contingent deferred
sales charge proportionately from the amounts remaining in the investment
choice(s) you selected.
. the total value from an investment choice, we will deduct the contingent
deferred sales charge proportionately from amounts remaining in the
investment choices that still have value.
. your entire certificate value, we will deduct the contingent deferred sales
charge from the certificate value. You will receive a check for the net
amount.
Expenses
<PAGE>
The amount of the charge depends on the length of time between when we issued
your certificate and when you make a withdrawal. The contingent deferred sales
charge is assessed as follows:
<TABLE>
<CAPTION>
Certificate Year of
Withdrawal Charge
<S> <C>
1st Year 8%
2nd Year 8%
3rd Year 7%
4th Year 6%
5th Year 5%
6th Year 4%
7th Year 3%
8th Year 2%
9th Year 1%
10th Year and thereafter 0%
</TABLE>
In addition to the free withdrawals described later in this section, we will
not impose a contingent deferred sales charge under the following
circumstances.
. upon payment of the death benefit or upon the amount applied to an annuity
payment option.
. if you redeem "excess contributions" to a plan qualifying for special income
tax treatment. These types of plans are referred to as Qualified Plans,
including individual retirement annuities. We look to the Internal Revenue
Code for the definition and description of excess contributions.
Free Withdrawals
In your first certificate year, you may withdraw up to 10% of your certificate
value as of the beginning of each certificate year reduced by any free
withdrawal amount previously taken during the certificate year. Beginning in
your second certificate year, you may withdraw up to 10% of your certificate
value as of the end of the previous certificate year reduced by any free
withdrawal amount previously taken during the certificate year. Your may take
the 10% in multiple withdrawals each year.
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
value is issued, others are due when annuity payments begin. Currently we do
not charge you 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
Currently, you can make an unlimited number of transfers every calendar year
during the accumulation phase without charge. However, we reserve the right to
deduct a transfer fee of $20 per transfer or, if less, 2% of the amount
transferred for each transfer allowed in a calendar year as provided by the
certificate.
During the income phase, we allow 6 transfers and they are not subject to a
transfer fee.
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
25
<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 cannot be earlier than 5 years 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 Life Income with 10 years of payments guaranteed.
Annuity payments must begin by the earlier of:
(1) the annuitant's 90th birthday; or
(2) 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 individual retirement annuity, that date should be no later than April
1st of the year following the year you reach age 70 1/2. For qualified plans,
that date is no later than April 1st of the year following your retirement or
April 1st of the year after you reach age 70 1/2, whichever is later.
Fixed Annuity Payments
If you choose fixed payments, the payment amount will not vary. The payment
amount may depend upon the following 4 things:
. the value of your certificate on the annuity date;
. the deduction of premium taxes, if applicable,
. 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 may depend on the
following 5 things:
. the value of your certificate on the annuity date;
. the deduction of premium taxes, if applicable,
. 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 Income Phase
26
<PAGE>
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. 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. 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.
If your certificate is issued under an ERISA plan, the annuity options
available to you may be restricted. If you are married when your certificate
enters the income phase, you will generally receive a variable annuity payment
under Annuity Option D, unless you receive the consent of your spouse to elect
another annuity option. If you are not married when your certificate enters the
income phase, you will receive a variable annuity payment under Annuity Option
B with payments guaranteed for 10 years, unless you elect another annuity
option.
The Income Phase
27
<PAGE>
Death Benefit
Death Of Participant During The Accumulation Phase
If you die during the accumulation phase, we will pay a death benefit to your
primary beneficiary. We will treat any other beneficiary designation on record
at the time of death as a contingent beneficiary unless you have changed it in
writing.
Your beneficiary may request that the death benefit be paid under one of the
death benefit options. If your certificate is a tax-sheltered annuity or an
individual retirement annuity and the primary beneficiary is your spouse,
he/she has the right to roll the certificate value to an individual retirement
annuity.
Death Benefit Amount During The Accumulation Phase
Before the date you reach age 80, the death benefit during the accumulation
phase will be the greater of:
(1) your purchase payments, less any withdrawals, any outstanding loan amount,
and any applicable charges; or
(2) your certificate value, less any outstanding loan amount, as of the
business day we receive proof of death and election of the payment method.
After you reach age 80, the death benefit during the accumulation phase is your
certificate value, less any outstanding loan amount, as of the business day we
receive proof of death at our annuity service center and election of the
payment method.
Death Benefit 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 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.
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 die during the income phase, 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 Benefit
28
<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.
For variable annuity certificates, tax deferral depends on the insurance
company, and not you having control of the assets held in the separate
accounts. You can allocate account value from one fund of the separate account
to another but cannot direct the investments each fund makes. If you have too
much "investor control" of the assets supporting the separate account funds,
then you will be taxed on the gain in the certificate as it is earned rather
than when it is withdrawn.
The Internal Revenue Service (IRS) has provided some guidance on investor
control but several issues remain unclear. One unanswered question is whether a
participant can have too much investor control if the variable certificate
offers a large choice of funds in which to invest account values.
We do not know if the IRS will issue any guidance on this question. We do not
know if any guidance would have a retroactive effect. Consequently, we reserve
the right to modify the certificate, as necessary, so that you will not be
treated as having investor control of the assets held under the separate
account.
Qualified Certificates
If you purchase the certificate under a qualified plan, your certificate is
referred to as a qualified certificate. Examples of qualified plans are: tax-
sheltered-annuities (TSAs), 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 - 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 applicable for certain distributions from a
tax-sheltered annuity or other 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 403(b) (tax-sheltered annuities - TSAs), 401
(Pension and Profit-Sharing Plans), and 408 (individual retirement annuities --
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 individual retirement annuities, a separation from service is not
required);
. distributions made after separation of service if you have reached age 55
(not applicable to distributions from individual retirement annuities);
. distributions made on account of a levy on a qualified retirement plan under
Code section 6331;
Taxes
29
<PAGE>
. 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 individual retirement
annuities);
. distributions from an individual retirement annuity 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 individual retirement annuity 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 individual retirement annuity 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 individual retirement annuity or a 5% owner.
Special rules may apply to amounts accumulated in a tax-sheltered annuity
prior to December 31, 1986. 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 amount that should have been
distributed.
Direct Transfers - Tax-Sheltered Annuities
Pursuant to Revenue Ruling 90-24, we will allow partial or full transfers of a
participant's interest in a tax-sheltered annuity (TSA) or custodial account
to this certificate. The funds transferred must be subject to the same or more
stringent distribution restrictions applicable to the original annuity or
custodial account.
Withdrawal Restrictions - 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 be made when a 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. Salary reduction payments cannot be made for 12
months following a hardship withdrawal.
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.
Withdrawal Restrictions - Texas Optional Retirement Program
No withdrawals may be made in connection with a certificate issued pursuant to
the Texas Optional Retirement Program for faculty members of Texas public
institutions of higher learning before you:
. terminate employment in all such institutions and repay employer
contributions if termination occurs during the first twelve months of
employment;
. retire;
. die; or
. attain age 70 1/2.
Taxes
30
<PAGE>
Rollovers - Tax-Sheltered Annuity to Individual Retirement Annuity
If it meets the requirements of an eligible rollover distribution, a
distribution from a tax-sheltered annuity to a surviving spouse may be rolled
over to an individual retirement annuity. Furthermore, a distribution from a
tax-sheltered annuity to a former spouse who is an alternate payee under a
qualified domestic relations order may be rolled over to an individual
retirement annuity, if the distribution meets the requirements of an eligible
rollover distribution.
If you are eligible for a distribution from your tax-sheltered annuity, you may
roll the amount distributed into an individual retirement annuity or another
tax-sheltered annuity that accepts rollover contributions.
Spousal Consent
If you are married and your certificate is issued under an ERISA plan, vested,
accrued benefits payable to you at the time of your annuity date must be
payable in the form of a qualified joint and survivor annuity. If you die prior
to your annuity date, vested, accrued benefits must be payable to your
surviving spouse in the form of a qualified pre-retirement survivor annuity.
The payment of benefits in any other manner generally requires spousal consent.
However, spousal consent is not required in the following situations:
. if you have no spouse,
. if it has been established that your spouse cannot be located,
. if you and your spouse are legally separated,
. if you have a court order demonstrating that you have been abandoned.
Taxes
31
<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 a deduction for the
contingent deferred sales 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 and a deduction of the
contingent deferred sales charge.
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 contingent deferred sales 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 are 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.
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.
Other Information
32
<PAGE>
We will pay commissions to broker-dealers who sell the certificates. Currently,
we pay an amount up to 5.5% of purchase payments. As an alternative, we may pay
a commission of 0.75% of certificate values each certificate year. We also may
pay a commission that is a combination of purchase payments and certificate
value. These alternatives could exceed 5.5%.
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. We will not allow you to exercise any ownership rights in
the certificate until you have signed and returned to us one of the following:
an application; a delivery receipt; or what we consider to be their equivalent.
Please contact your representative for more information.
Assignment
If your certificate is issued as an individual retirement annuity, you cannot
assign your certificate. If your certificate is issued pursuant to a qualified
plan other than an individual retirement annuity, there may be limitations on
your ability to assign your 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.
Reservation Of Rights
We reserve the right to:
. substitute another fund for one of the funds you selected, and
. add or eliminate sub-accounts.
If we exercise any of these rights, we will receive prior approval from the
Securities and Exchange Commission, 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
or payment of loan proceeds from the fixed account for the period permitted by
law but not for more than six months.
Other Information
33
<PAGE>
Legal Proceedings
We are currently not involved in any legal proceedings that might adversely
impact the contracts.
Financial Statements
We have included our company financial statements in the Statement of
Additional Information.
Additional Information
For further information about the contract, 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.Performance Measures
11.Federal Tax Matters
12.Experts
13.Financial Statements
Other Information
34
<PAGE>
To: To: Massachusetts Mutual Life Insurance Company
Annuity Products, H __________
P.O. Box 9067
Springfield, Massachusetts 01102-9067
Please send me a Statement of Additional Information for MassMutual's _________.
Name
------------------------------------------------------
Address
------------------------------------------------------
------------------------------------------------------
City State Zip
---------------------------- --------- ---------
Telephone
------------------------------------------------------
35
<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
____, 2000
This is not a prospectus. This Statement of Additional Information should be
read in conjunction with the prospectus dated ____, 2000, for the individual
certificates under a group deferred annuity contract with flexible purchase
payments which are referred to herein.
For a copy of the prospectus call 1-800-366-8226 or write: Massachusetts
Mutual Life Insurance Company, Panorama Premier, Annuity Products, H__, P.O.
Box 9067, Springfield, MA 01101.
TABLE OF CONTENTS
<TABLE>
<S> <C>
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........................................................ 5
Federal Tax Matters......................................................... 7
Experts..................................................................... 11
Financial Statements........................................................ F-1
</TABLE>
1
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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 in 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 Home Office. MassMutual assumes no responsibility for the
validity of any assignment.
For qualified certificates, the following 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, to the extent that he is
entitled, the greater of (a) the total of all purchase payments, less the net
amount of all partial redemptions, and less the amount of any outstanding loan;
and (b) the accumulated value of the certificate, less the amount of any
outstanding loan. Any balance of such value will be paid to the beneficiary in
one sum or applied under one or more of the payment options elected;
(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.
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DISTRIBUTION
MML Distributors, LLC ("MML Distributors") is the principal underwriter of
the contract and certificates. MML Distributors is a limited liability
corporation. MML Investors Services, Inc. ("MMLISI") is the co-underwriter of
the contract and 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 Massachusetts Mutual Life
Insurance Company.
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 contract and
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"). The contract and certificates are sold through agents who are
licensed by state insurance officials to sell the contract and 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
Interests in the Separate Account are sold to Participants as accumulation
units. Charges associated with such securities are discussed in the Expenses
section of the prospectus for the certificate. The certificate does not offer
any special purchase plan or exchange program not discussed in the prospectus.
(For a discussion of instances when sales charges will be waived, see the
Contingent Deferred Sales Charge section of the 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 set on the date such
sub-account became operative. 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
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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.
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
contractual rights.
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See the Death Benefit section in the prospectus for more information on
death benefits.
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 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:
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.
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
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the period and withdrew the entire amount at the end of the period. The return
reflects a deduction for the contingent deferred sales 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, 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 and a deduction of the
contingent deferred sales charge.
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 include all fund level and separate account level charges.
They do not include a contingent deferred sales 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 to their inception date (which they were not). Beginning on the
certificate inception date, actual accumulation unit values are used for the
calculations.
Performance information for the sub-accounts may be: (a) compared to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, a nationally recognized independent reporting
service or similar service that rank mutual funds and other investment
companies by overall performance, investment objectives and assets; (b)
compared to indices; (c) tracked by other ratings services, companies,
publications or persons who rank separate accounts or other investment products
on overall performance or other criteria; and (d) included in data bases that
can be used to produce reports and illustrations by organizations such as CDA
Wiesenberger. Performance figures will be calculated in accordance with
standardized methods established by each reporting service.
MassMutual may also show yield and effective yield for the Money Sub-Account
over a seven-day period, which MassMutual then "annualizes". This means that
when MassMutual calculates yield, it assumes that the amount of money the
investment earns for the week is earned each week over a 52-week period.
MassMutual shows this as a percentage of the investment. MassMutual calculates
the "effective yield" similarly but when it annualizes the amount, MassMutual
assumes the income earned is re-invested. Therefore, the effective yield is
slightly higher than the yield because of the compounding effect.
These figures reflect a deduction for all fund, separate account and
certificate level charges assuming the certificate remains inforce. The figures
do not reflect the contingent deferred sales charge or premium tax deductions
(if any), which if included would reduce the percentages reported.
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FEDERAL TAX STATUS
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 certificates" 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
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
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.
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 certificate would result in the imposition of federal
income tax to the 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
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portfolio will be deemed adequately diversified if: (1) no more than 55% of the
value of 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 participant
control of the investments of the separate account will cause the participant
to be treated as the participant 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 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 participant was not the participant of the assets of the
separate account. It is unknown whether these differences, such as the
participant's ability to transfer among investment choices or the number and
type of investment choices available, would cause the participant to be
considered as the participant of the assets of the separate account resulting
in the imposition of federal income tax to the 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
participant being retroactively determined to be the 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.
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 participant if the 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.
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 participant are subject to federal income tax withholding.
Generally, amounts are withheld from periodic payments at the same
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rate as wages and at the rate of 10% from non-periodic payments. However, the
participant, in most 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 does not
apply to hardship distributions from a Tax-Sheltered Annuity or a 401(k) plan
made after December 31, 1998. Participants should consult their own tax counsel
or other tax adviser regarding withholding requirements.
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. 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. 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")
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 that 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. Tax-Sheltered Annuities
Section 403(b) of the Code permits certain eligible employers to purchase
annuity certificate, known as "Tax-Sheltered Annuities" ("TSAs") under a
Section 403(b) program. Eligible employers are organizations that are exempt
from tax under Code Section 501(c)(3) and public educational organizations.
Certain contribution limits apply to contributions to a TSA. These limits are
described in Code Sections 403(b)(2), 415(c) and 402(g). The Section 402(g)
limit for 2000 is $10,500. Contributions to a TSA and the earnings thereon are
generally not subject to income tax until actually distributed to the employee.
Contributions to a TSA may be made as elective deferrals (contributions by an
employer pursuant to a salary reduction agreement) or as non-elective
contributions or matching contributions by an employer.
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The withdrawal of elective deferrals and earnings thereon can only be made
when an employee: (1) attains age 59 1/2; (2) terminates employment with the
employer; (3) dies; (4) becomes disabled as defined in Code Section 72(m)(7);
or (5) is eligible for a hardship distribution. In the case of a withdrawal on
account of a hardship, earnings on the elective deferrals cannot be withdrawn.
These restrictions do not apply to certificate value existing on December 31,
1988, the return of excess contributions and amounts paid to a spouse pursuant
to a Qualified Domestic Relations Order. Certain other limitations may apply to
a distribution from a TSA. (See "Tax Treatment of Withdrawals--Qualified
Contracts"). Pursuant to Revenue Ruling 90-24, an employee may make a partial
or full transfer of his/her interest in a TSA or custodial account to another
TSA or custodial account. The amount transferred must, however, be subject to
the same or more stringent distribution restrictions applicable to the original
annuity or custodial account.
Purchasers of certificates for use with TSAs should obtain competent tax
advice as to the tax treatment and suitability of such an investment.
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")
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.
For example, a distribution from a tax-sheltered annuity to a surviving spouse
may be rolled over to an IRA. Likewise, a distribution from a tax-sheltered
annuity to a former spouse who is an alternate payee under a Qualified Domestic
Relations Order may be rolled over to an IRA. In either case, the distribution
must meet the requirements of an eligible rollover distribution. In addition, a
participant who is eligible for a distribution from his/her tax-sheltered
annuity may roll the distribution into another tax-sheltered annuity that
accepts rollover contributions or to an IRA. Certificates issued 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.
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 403(b) (Tax-
Sheltered Annuities) and 408 (Individual Retirement Annuities). 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 participant or annuitant
(as applicable) reaches age 59 1/2; (b) distributions following the death or
disability of the 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 participant or annuitant (as applicable) or the joint lives
(or joint life expectancies) of such participant or annuitant (as applicable)
and his or her designated beneficiary; (d) distributions to an participant or
annuitant (as applicable) who has separated from service after he has attained
age 55; (e) distributions made to the 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 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;
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(g) distributions made on account of a levy on a qualified retirement plan
under Section 6331; (h) distributions from an Individual Retirement Annuity for
the purchase of medical insurance (as described in Section 213(d)(1)(D) of the
Code) for the participant or annuitant (as applicable) and his or her spouse
and dependents if the participant or annuitant (as applicable) has received
unemployment compensation for at least 12 weeks (this exception will no longer
apply after the participant or annuitant (as applicable) has been re-employed
for at least 60 days); (i) distributions from an Individual Retirement Annuity
made to the 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 participant or annuitant (as
applicable) for the taxable year; and (j) distributions from an Individual
Retirement Annuity made to the 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 Individual Retirement Annuity. The exception stated in (c)
above applies to an Individual Retirement Annuity 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 the participant or annuitant (as
applicable) 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
participant attains age 70 1/2 or (b) the calendar year in which the
participant retires. The date set forth in (b) does not apply to an Individual
Retirement Annuity. Required distributions must be over a 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 as to the
amount not distributed.
EXPERTS
The audited statement of financial position of Massachusetts Mutual Life
Insurance Company as of December 31, 1999 and the related statutory statements
of income, changes in shareholder's equity and cash flows for the year ended
December 31, 1999 included in this Statement of Additional Information have
been so included in reliance on the report of Deloitte & Touche LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The audited statement of financial position of Massachusetts Mutual Life
Insurance Company as of December 31, 1998 and 1997 and the related statutory
statements of income, changes in shareholder's equity and cash flows for the
two year period ended December 31, 1998 have been so included in this Statement
of Additional Information in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.
Deloitte & Touche LLP is located at City Place, 185 Asylum Street, Hartford,
CT 06103 and PricewaterhouseCoopers LLP is located in Springfield,
Massachusetts 01101.
11
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
(a) Financial Statements
Financial Statements Included in Part A
None
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, 1999 and 1998
Statutory Statements of Income for the years ended December 31, 1999, 1998
and 1997
Statutory Statements of Changes in Shareholder's Equity for the years ended
December 31, 1999, 1998 and 1997
Statutory Statements of Cash Flows for the years ended December 31, 1999,
1998 and 1997
Notes to Statutory Financial Statements
(b) Exhibits
<TABLE>
<C> <S>
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 Payments/9/
Exhibit 5 Application Form./9/
Exhibit 6 (i) Copy of Articles of Incorporation of MassMutual./5/
(ii) Copy of the Bylaws of MassMutual./5/
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/
</TABLE>
1
<PAGE>
<TABLE>
<C> <S>
(f) Form of Participation Agreement with BT Insurance Funds./7/
(g) Form of Participation Agreement with Janus Aspen Series./7/
(h) Form of Participation Agreement with Templeton Variable
Products Series Fund./7/
(i) Form of Participation Agreement with MFS Variable Insurance
Trust./6/
Exhibit 9 Opinion of and Consent of Counsel./9/
Exhibit 10 (i) Consent of Independent Accountants, PricewaterhouseCoopers
LLC [to be filed]
(ii) Consent of Independent Accountants, Deloitte & Touche [to
be filed]
(iii) Power of Attorney for Robert J. O'Connell and Howard
Gunton./8/
(iv) Power of Attorney for Roger G. Ackerman./4/
(v) Power of Attorney for Thomas Wheeler./9/
(vi) Powers of Attorney for all other directors and required
officers./5/
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.
</TABLE>
- --------
/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 Initial Registration Statement No. 333-65887,
filed on October 20, 1998.
/7 /Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement No. 333-80991, filed on September 20, 1999.
/8 /Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement No. 333-88503, filed on January, 2000.
/9 /Filed herewith.
2
<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
------------------------ ----------------------------------------------
<C> <S>
Roger G. Ackerman, Director Corning, Inc.
One Riverfront Plaza, HQE 2 Chairman and Chief Executive Officer (since
1996) President and
Corning, NY 14831 Chief Operating Officer (1990-1996)
James R. Birle, Director Resolute Partners, LLC
2 Soundview Drive Chairman (since 1997), Founder (1994) President
(1994-1997)
Greenwich, CT 06836 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, SBC Communications Inc.
Director
175 East Houston, Room 5-A- Senior Vice President--Regulatory and Public
70 Affairs (since 1998) Senior Vice President and
San Antonio, TX 78205 Assistant General Counsel (1995-1998)
Sullivan & Cromwell
Special Counsel (1993-1995)
Anthony Downs, Director The Brookings Institution
1775 Massachusetts Ave., Senior Fellow (since 1977)
N.W. Washington, DC 20036-
2188
James L. Dunlap, Director Ocean Energy, Inc.
2514 Westgate Vice Chairman (1998-1999)
Houston, TX 77019 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 FleetBoston Financial
One Federal Street President and Chief Operating Officer (since
1999)
Boston, MA 02110 BankBoston, N.A.
Chairman and Chief Executive Officer (1996-1999)
President (1989-1996)
BankBoston Corporation
Chairman (1998-1999) and Chief Executive Officer
(1995-1999) President (1989-1996)
William N. Griggs, Director Griggs & Santow, Inc.
One State Street, 5th Floor Managing Director (since 1983)
New York, NY 10004
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name, Position, Business
Address Principal Occupation(s) During Past Five Years
------------------------ ----------------------------------------------
<C> <S>
George B. Harvey, Director Pitney Bowes
One Landmark Square, Suite Chairman, President and CEO (1983-1996)
1905
Stamford, CT 06901
Barbara B. Hauptfuhrer, Director of various corporations (since 1972)
Director
1700 Old Welsh Road
Huntingdon Valley, PA 19006
Sheldon B. Lubar, Director Lubar & Co. Incorporated
700 North Water Street, Chairman (since 1977)
Suite 1200
Milwaukee, WI 53202
William B. Marx, Jr., Lucent Technologies
Director
5 Peacock Lane Senior Executive Vice President (1996-1996)
Village of Golf, FL 33436- AT&T Multimedia Products Group
5299
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, MassMutual
Director,
Chairman, President and Chairman (since 2000), Director,
Chief
Executive Officer President and Chief Executive
1295 State Street Officer (since 1999)
Springfield, MA 01111 American International Group, Inc.
Senior Vice President (1991-1998)
AIG Life Companies
President and Chief Executive Officer (1991-
1998)
Thomas B. Wheeler, Director MassMutual
1295 State Street Chairman of the Board (1996-1999) and Director
Springfield, MA 01111 (since 1987) President (1988-1996) and Chief
Executive Officer (1988-1999)
Alfred M. Zeien, Director The Gillette Company
Prudential Tower Chairman and Chief Executive Officer (1991-1999)
Boston, MA 02199
<CAPTION>
Executive Vice Presidents:
--------------------------
<C> <S>
Lawrence V. Burkett, Jr. MassMutual
1295 State Street Executive Vice President and General Counsel
Springfield, MA 01111 (since 1993)
Robert W. Crispin MassMutual
1295 State Street Executive Vice President (since 1999)
Springfield, MA 01111 UNUM Corporation
Executive Vice President (1995-1999)
Travelers Corporation
Vice Chairman (1991-1994)
Peter J. Daboul MassMutual
1295 State Street Executive Vice President (since 1997) and Chief
Information Officer
Springfield, MA 01111 (1997-1999)
Senior Vice President (1990-1997)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Executive Vice Presidents:
--------------------------
<C> <S>
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)
Christine Modie MassMutual
1295 State Street Executive Vice President and Chief Information
Officer (since 1999)
Springfield, MA 01111 Travelers Insurance Company
Senior Vice President and Chief Information
Officer (1996-1999)
Aetna Life & Annuity
Vice President (1993-1996)
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
</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.
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 Holding Company, a Delaware corporation which operates as a
holding company for certain MassMutual entities.
5
<PAGE>
7. 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.
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
<PAGE>
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%)
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%).
7
<PAGE>
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.
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.
8
<PAGE>
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.
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%)
9
<PAGE>
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%)
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 otherwise,
10
<PAGE>
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
<TABLE>
<S> <C> <C>
Kenneth M. Rickson Member Representative One Monarch Place
G.R. Phelps & Co., 1414 Main Street
Inc. Springfield, MA
01144-1013
Margaret Sperry Member Representative 1295 State Street
Massachusetts Mutual Springfield, MA 01111-
Life Insurance Co. 0001
Kenneth M. Rickson Chief Executive One Monarch Place
Officer, President, 1414 Main Street
and Main OSJ Springfield, MA 01144-
Supervisor 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
Raymond W. Anderson Assistant Treasurer 140 Garden Street
Hartford, CT 06154
</TABLE>
11
<PAGE>
<TABLE>
<S> <C> <C>
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
Kathy Dansereau Registration Manager One Monarch Place
1414 Main Street
Springfield, MA 01144-
1013
Peter D. Cuozzo Variable Life 140 Garden Street
Supervisor and Hartford, CT 06154
Hartford OSJ
Supervisor
Anne Melissa Dowling Large Corporate 140 Garden Street
Markets Supervisor Hartford, CT 06154
</TABLE>
(b) (2) MML Investors Services, Inc. is the co-underwriter of the contracts.
The following people are the officers and directors of the co-underwriter.
MML INVESTORS SERVICES, INC.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Officer Business Address
------- ----------------
<S> <C>
Kenneth M. Rickson One Monarch Place
President 1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley One Monarch Place
Vice President, Chief 1414 Main Street
Legal Officer, Chief Springfield, MA 01144-1013
Compliance Officer,
Assistant Secretary
Ronald E. Thomson One Monarch Place
Vice President, 1414 Main Street
Treasurer 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
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
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Officer Business Address
------- ----------------
<S> <C>
James T. Bagley One Monarch Place
Chief Financial Officer 1414 Main Street
Springfield, MA 01144-1013
David Deonarine Sr. One Monarch Place
Registered Options 1414 Main Street
Principal Springfield, MA 01144-1013
Steven Sampson One Monarch Place
Compliance Registered 1414 Main Street
Options Principal Springfield, MA 01144-1013
Nicholas J. Orphan 245 Peach Tree Center Ave.,
Regional Supervisor Suite 2330
(South) Atlanta, GA 30303
Robert W. Kumming 1295 State Street
Retirement Services Springfield, MA 01111
Regional Supervisor
(East/Central)
Peter J. Zummo 1295 State Street
Retirement Services Springfield, MA 01111
Regional Supervisor
(South/West)
John Bellis 5544 Greenwich Road,
Regional Supervisor STE 300
(West) Virginia Beach, Virginia
23462
Gary L. Greenfield 1 Lincoln Center,
Regional Supervisor Suite 1490
(Central) Oakbrook Terrace, IL 60161
Burvin E. Pugh, Jr. 1295 State Street
Agency Field Force Springfield, MA 01111
Supervisor
John P. McCloskey 1295 State Street
Regional Supervisor Springfield, MA 01111
(East)
Roger White 1295 State Street
Variable Life Supervisor Springfield, MA 01111
Robert J. O'Connell 1295 State Street
Chairman of the Board of Springfield, MA 01111
Directors
Susan Alfano 1295 State Street
Director Springfield, MA 01111
Lawrence V. Burkett, Jr. 1295 State Street
Director Springfield, MA 01111
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Officer Business Address
------- ----------------
<S> <C>
John B. Davies 1295 State Street
Director Springfield, MA 01111
Anne Melissa Dowling 140 Garden Street
Director Hartford, CT 01654
Paul DeSimone 1295 State Street
Director Springfield, MA 01111
Burvin E. Pugh, Jr. 1295 State Street
Director Springfield, MA 01111
</TABLE>
(c) See the section captioned "Distribution" in the Statement of Additional
Information.
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.
14
<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 28th day of January, 2000.
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Robert J. O'Connell*
------------------------------------
Robert J. O'Connell
Chairman, President and Chief
Executive Officer
Massachusetts Mutual Life
Insurance Company
/s/ Richard M. Howe On January 28, 2000, as
- ------------------------------------ Attorney-in-Fact pursuant
*Richard M. Howe to powers of attorney.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. O'Connell* Chairman, President and January 28, 2000
- ------------------------------------- Chief Executive Officer
Robert J. O'Connell
/s/ Howard Gunton* Senior Vice President, January 28, 2000
- ------------------------------------- Chief Financial Officer &
Howard Gunton Chief Accounting Officer
/s/ Roger G. Ackerman* Director January 28, 2000
- -------------------------------------
Roger G. Ackerman
/s/ James R. Birle* Director January 28, 2000
- -------------------------------------
James R. Birle
/s/ Gene Chao* Director January 28, 2000
- -------------------------------------
Gene Chao, Ph.D.
/s/ Patricia Diaz Dennis* Director January 28, 2000
- -------------------------------------
Patricia Diaz Dennis
/s/ Anthony Downs* Director January 28, 2000
- -------------------------------------
Anthony Downs
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James L. Dunlap* Director January 28,2000
- ------------------------------------
James L. Dunlap
/s/ William B. Ellis* Director January 28, 2000
- ------------------------------------
William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director January 28, 2000
- ------------------------------------
Robert M. Furek
/s/ Charles K. Gifford* Director January 28, 2000
- ------------------------------------
Charles K. Gifford
/s/ William N. Griggs* Director January 28, 2000
- ------------------------------------
William N. Griggs
/s/ George B. Harvey* Director January 28, 2000
- ------------------------------------
George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director January 28, 2000
- ------------------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director January 28, 2000
- ------------------------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director January 28, 2000
- ------------------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director January 28, 2000
- ------------------------------------
John F. Maypole
/s/ Thomas B. Wheeler* Director January 28, 2000
- ------------------------------------
Thomas B. Wheeler
/s/ Alfred M. Zeien* Director January 28, 2000
- ------------------------------------
Alfred M. Zeien
/s/ Richard M. Howe On January 28, 2000, as
- ------------------------------------ Attorney-in-Fact pursuant
*Richard M. Howe to powers of attorney.
</TABLE>
16
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
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.
10 Power of Attorney for Thomas Wheeler
</TABLE>
<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.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
CERTIFICATE SCHEDULE....................................................... 4
DEFINITIONS................................................................ 8
PURCHASE PAYMENT PROVISIONS................................................ 10
Purchase Payments........................................................ 10
Subsequent Purchase Payments............................................. 10
Allocation of Purchase Payments.......................................... 10
SEPARATE ACCOUNT PROVISIONS................................................ 10
The Separate Account..................................................... 10
Valuation of Assets...................................................... 10
Accumulation Units....................................................... 10
Accumulation Unit Value.................................................. 11
Mortality and Expense Risk Charge........................................ 11
Administrative Charge.................................................... 11
Distribution Charge...................................................... 11
Mortality and Expense Guarantee.......................................... 11
ANNUAL CERTIFICATE MAINTENANCE CHARGE...................................... 12
Deduction for Annual Certificate Maintenance Charge...................... 12
TRANSFERS.................................................................. 12
Transfers During the Accumulation Period................................. 12
Transfers During the Annuity Period...................................... 12
WITHDRAWAL PROVISIONS...................................................... 14
Withdrawal............................................................... 14
Contingent Deferred Sales Charge......................................... 14
Withdrawal Charge........................................................ 14
PROCEEDS PAYABLE ON DEATH.................................................. 15
Death of Participant During the Accumulation Period...................... 15
Death Benefit Amount During the Accumulation Period...................... 15
Death Benefit Options During the Accumulation Period..................... 15
Death of Participant During the Annuity Period........................... 15
Death of Annuitant....................................................... 15
Payment of Death Benefit................................................. 16
Beneficiary.............................................................. 16
Change of Beneficiary.................................................... 16
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION............................... 16
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS................................ 17
Annuitant................................................................ 17
Participant.............................................................. 17
Joint Participants....................................................... 17
Assignment of the Certificate............................................ 17
GENERAL PROVISIONS......................................................... 17
The Certificate.......................................................... 17
Certificate Changes by the Company....................................... 18
Certificate Changes by the Participant................................... 18
Certificate Termination.................................................. 18
Incontestability......................................................... 18
Misstatement of Age or Sex............................................... 18
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Non-Business Days........................................................ 18
Non-Participating........................................................ 18
Protection of Proceeds................................................... 19
Regulatory Requirements.................................................. 19
Reports.................................................................. 19
Premium and other Taxes.................................................. 19
ANNUITY PROVISIONS......................................................... 19
Annuity Guidelines....................................................... 19
Annuity Payments......................................................... 20
Fixed Annuity............................................................ 20
Variable Annuity......................................................... 20
Annuity Units and Payments............................................... 20
Annuity Unit Value....................................................... 20
Annuity Options.......................................................... 21
Annuity Option A--Life Income.......................................... 21
Annuity Option B--Life Income with Period Certain...................... 21
Annuity Option C--Joint and Last Survivor Payments..................... 21
Annuity Option D--Joint and 2/3 Survivor Annuity....................... 21
Annuity Option E--Period Certain....................................... 21
Annuity Option F--Special Income Settlement Agreement.................. 21
ANNUITY RATES.............................................................. 22
Fixed Annuity Rates...................................................... 22
Fixed Annuity Rates Table 1............................................ 23
Fixed Annuity Rates Table 2............................................ 24
Fixed Annuity Rates Table 3............................................ 25
Fixed Annuity Rates Table 4............................................ 26
Variable Annuity Rates................................................... 27
Variable Annuity Rates Table 5......................................... 28
Variable Annuity Rates Table 6......................................... 29
Variable Annuity Rates Table 7......................................... 30
Variable Annuity Rates Table 8......................................... 31
</TABLE>
3
<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.
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
<TABLE>
<S> <C>
[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]
</TABLE>
4
<PAGE>
[Panorama Series Fund I, Inc.
<TABLE>
<S> <C>
[Total Return Portfolio Total Return Sub-Account]
[Growth Portfolio Growth Sub-Account]
[International Equity Portfolio International Equity Sub-Account]
</TABLE>
[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]
<TABLE>
<S> <C>
[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]
</TABLE>
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
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.
5
<PAGE>
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
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]
6
<PAGE>
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]
7
<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 Center
The office indicated on the Certificate Schedule to which
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 Anniversary
An anniversary of the Issue Date of this Certificate.
Certificate Issue Date
The date on which this Certificate became effective. 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.
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.
8
<PAGE>
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 Payment A Purchase Payment less any Premium Tax assessed by any
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.
9
<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 SubAccounts. 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.
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
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SubAccount purchased or cancelled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the SubAccount by the dollar value
of one Accumulation Unit of the SubAccount 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.
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.
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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.
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
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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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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.
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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.
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
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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.
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
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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.
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.
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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.
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.
Nonbusiness 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.
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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.
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.
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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.
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.
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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 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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FIXED ANNUITY RATES
TABLE 1--OPTIONS A & B
MONTHLY PAYMENT PER $1,000
<TABLE>
<CAPTION>
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>
23
<PAGE>
FIXED ANNUITY RATES
TABLE 2--OPTION C
MONTHLY PAYMENT PER $1,000
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
<TABLE>
<CAPTION>
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
MALE(1) MALE(2) JOINT AND SURVIVOR ANNUITY
<CAPTION>
MALE(2) AGE
MALE(1) ------------------------------------------------- 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
FEMALE(1) FEMALE(2) JOINT AND SURVIVOR ANNUITY
<CAPTION>
FEMALE(2) AGE
FEMALE(1) ------------------------------------------------- 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>
24
<PAGE>
FIXED ANNUITY RATES
TABLE 3--OPTION D
MONTHLY PAYMENT PER $1,000
MALE/FEMALE JOINT AND 2/3 ANNUITY
<TABLE>
<CAPTION>
FEMALE AGE
MALE ------------------------------------------------- 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
MALE(1) MALE(2) JOINT AND 2/3 ANNUITY
<CAPTION>
MALE(2) AGE
MALE(1) ------------------------------------------------- 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
FEMALE(1) FEMALE(2) JOINT AND 2/3 ANNUITY
<CAPTION>
FEMALE(2) AGE
FEMALE(1) ------------------------------------------------- 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>
25
<PAGE>
FIXED ANNUITY RATES
TABLE 4--OPTION E
MONTHLY PAYMENT PER $1000
<TABLE>
<CAPTION>
YEARS MONTHLY INCOME
----- --------------
<S> <C>
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
18 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
</TABLE>
26
<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.
27
<PAGE>
VARIABLE ANNUITY RATES
TABLE 5--OPTIONS A & B
MONTHLY PAYMENT PER $1,000
<TABLE>
<CAPTION>
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>
28
<PAGE>
VARIABLE ANNUITY RATES
TABLE 6--OPTION C
MONTHLY PAYMENT PER $1,000
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
<TABLE>
<CAPTION>
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 3.73 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
MALE(1) MALE(2) JOINT AND SURVIVOR ANNUITY
<CAPTION>
MALE(2) AGE
MALE(1) ------------------------------------------------- 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
FEMALE(1) FEMALE(2) JOINT AND SURVIVOR ANNUITY
<CAPTION>
FEMALE(2) AGE
FEMALE(1) ------------------------------------------------- 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>
29
<PAGE>
VARIABLE ANNUITY RATES
TABLE 7--OPTION D
MONTHLY PAYMENT PER $1,000
MALE/FEMALE JOINT AND 2/3 ANNUITY
<TABLE>
<CAPTION>
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 3.84 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
MALE(1) MALE(2) JOINT AND 2/3 ANNUITY
<CAPTION>
MALE(2) AGE
MALE(1) ------------------------------------------------- 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
FEMALE(1) FEMALE(2) JOINT AND 2/3 ANNUITY
<CAPTION>
FEMALE(2) AGE
FEMALE(1) ------------------------------------------------- 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>
30
<PAGE>
VARIABLE ANNUITY RATES
TABLE 8--OPTION E
MONTHLY PAYMENT PER $1000
<TABLE>
<CAPTION>
YEARS MONTHLY INCOME
----- --------------
<S> <C>
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
</TABLE>
31
<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.
32
<PAGE>
CONTRACT SCHEDULE
Revision Date:
Contract Owner: Age and Sex:
Annuitant: Age and Sex:
Contract Number: Issue Date:
Annuity Date:
Beneficiary: As designated by the Contract Owner at the Issue Date, unless
changed in accordance with the Contract.
Purchase Payments:
Initial Purchase Payment:
Minimum Subsequent Purchase Payment: $50, or less than $50 subject to
Company approval.
Maximum Total Purchase Payments: For Contract Owners up to Age 75 on the
Issue Date, the maximum total Purchase Payments are $1,000,000; for
Contract Owners over Age 75 on the Issue Date, the maximum total Purchase
Payments are $500,000. Purchase Payments above these amounts must be
preapproved by the Company. For Joint Contract Owners, Age refers to the
oldest Joint Contract Owner.
Allocation Guidelines:
1. There are currently no limitations on the number of Sub-Accounts that
can be selected by a Contract Owner. However, we reserve the right to
limit the number of Sub-Accounts that you may invest in to a maximum of
18 (including the Fixed Account) at any one time.
2. Contract Owners 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 Contract are in
good order, the initial Net Purchase Payment will be credited to the
Contract within two (2) business days after receipt at the Annuity
Service Center. Additional Purchase Payments will be credited to the
Contract as of the Valuation Period when they are received.
Fixed Account:
Minimum Guaranteed Interest Rate: 3%
Separate Account: C.M. Multi-Account A
Eligible Investments, Series and Sub-Accounts:
Oppenheimer Variable Account Funds
Opp Money Fund/VA Opp Money Sub-Account
Opp Bond Fund/VA Opp Bond Sub-Account
Opp Capital Appreciation
Fund/VA Opp Capital Appreciation Sub-Account
Opp Global Securities Fund/VA Opp Global Securities Sub-Account
Opp Aggressive Growth Fund/VA Opp Aggressive Growth Sub-Account
Opp Strategic Bond Fund/VA Opp Strategic Bond Sub-Account
Opp High Income Fund/VA Opp High Income Sub-Account
Opp Main Street Growth &
Income Fund/VA Opp Main Street Growth & Income Sub-Account
33
<PAGE>
Panorama Series Fund I, Inc.
<TABLE>
<S> <C>
Pan Total Return
Portfolio Pan Total Return Sub-Account
Pan Growth Portfolio Pan Growth Sub-Account
Pan International Equity
Portfolio Pan International Equity Sub-Account
Pan LifeSpan Diversified
Income Portfolio Pan LifeSpan Diversified Income Sub-Account
Pan LifeSpan Balanced
Portfolio Pan LifeSpan Balanced Sub-Account
Pan LifeSpan Capital
Appreciation Portfolio Pan LifeSpan Capital Appreciation Sub-Account
MML Series Investment Fund
MML Small Cap Value
Equity Fund MML Small Cap Value Equity Sub-Account
MML Equity Fund MML Equity Sub-Account
MML Equity Index Fund MML Equity Index Sub-Account
MML Blend Fund MML Blend Sub-Account
MML Growth Equity Fund MML Growth Equity Sub-Account
MML Small Cap Growth
Equity Fund MML Small Cap Growth Equity Sub-Account
Janus Aspen Series
Janus Aspen Worldwide
Growth Portfolio Janus Aspen Worldwide Growth Sub-Account
Janus Aspen Capital
Appreciation Portfolio Janus Aspen Capital Appreciation Sub-Account
Templeton Variable Products Series Fund
Templeton International
Fund Templeton International Sub-Account
BT Insurance Funds Trust
BT Small Cap Index Fund BT Small Cap Index Sub-Account
Variable Insurance Products Fund
Fidelity's VIP Growth
Portfolio Fidelity's VIP Growth Sub-Account
Variable Insurance Products Fund III
Fidelity's VIP III
Growth Opportunities
Portfolio Fidelity's VIP III Growth Opportunities Sub-Account
American Century Variable Portfolios, Inc.
American Century VP
Value Fund American Century VP Value Sub-Account
American Century VP
Income & Growth Fund American Century VP Income & Growth Sub-Account
MFS Variable Insurance Trust
MFS Growth With Income
Series MFS Growth With Income Sub-Account
Variable Insurance Products Fund II
Fidelity's VIP II
Contrafund Portfolio Fidelity's VIP II Contrafund Sub-Account
T. Rowe Price Equity Series Inc.
T. Rowe Price Mid-Cap
Growth Portfolio T. Rowe Price Mid-Cap Growth Sub-Account
</TABLE>
Annual Contract Maintenance Charge: The Annual Contract Maintenance Charge is
currently not assessed under this contract. We reserve the right to deduct an
Annual Contract Maintenance Charge of up to $60.00 from the Contract Value each
Contract Year.
Mortality and Expense Risk Charge: The current charge is equal on an annual
basis to 1.03% of the average daily net asset value of the Separate Account.
The charge will not exceed 1.25% of the average daily net asset value of the
Separate Account.
34
<PAGE>
Administrative Charge: The current charge is equal on an annual basis to .15%
of the average daily net asset value of the Separate Account. The maximum
Administrative Charge will not exceed .25% of the average daily net asset value
of the Separate Account.
Distribution Charge: None
Transfers:
Number of Transfers: Subject to the conditions imposed on such transfers by
the Company, Contract Owners may make unlimited transfers during the
Accumulation Period and 6 transfers per calendar year during the Annuity
Period. The Company reserves the right to limit the number of transfers in
the future.
Transfer Fee: The Transfer Fee is currently not assessed under this
contract. We reserve the right to assess a Transfer Fee in the future under
this contract. The Transfer Fee will not exceed the lesser of $20 or 2% of
the amount transferred for each transfer allowed per calendar year.
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 Contract
Owner'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 Contract Year are limited in
amount to thirty percent (30%) of the Contract Value allocated to the Fixed
Account determined as of the end of the previous Contract Year. For
purposes of this restriction, you Contract Value in the Fixed Account does
not include the amount of any outstanding loan. 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: $500; or $0 if the entire amount in the Sub-Account or
Fixed Account is transferred.
Withdrawals:
Contingent Deferred Sales Charge: A Contingent Deferred Sales Charge is
assessed against the amount of the Contract Value withdrawn. The charge is
calculated at the time of each withdrawal. For partial withdrawals, the
charge is deducted from the remaining Contract Value and is deducted from
the Sub-Accounts and Fixed Account in the same proportion that the amount
of withdrawal from the Sub-Account or Fixed Account bears to the total of
the partial withdrawal.
<TABLE>
<CAPTION>
Contract
Year Charge
-------- ------
<S> <C>
1 8%
2 8%
3 7%
4 6%
5 5%
6 4%
7 3%
8 2%
9 1%
10 or more 0%
</TABLE>
35
<PAGE>
Free Withdrawal Amount: During the first Contract Year, the Contract Owner
may withdraw up to 10% of the Contract Value determined as of the beginning
of the Contract Year reduced by any Free Withdrawal Amount(s) previously
taken during the such Contract Year. Beginning in the second Contract Year,
the Contract Owner may withdraw up to 10% of the Contract Value determined
as of the end of the previous Contract Year reduced by any Free Withdrawal
Amount(s) previously taken during the such Contract Year.
Withdrawal Charge: None
Minimum Partial Withdrawal: $100
Minimum Contract Value which must Remain in the Contract after a Partial
Withdrawal: Qualified Plan: $600
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;
(ii) the latest date permitted under state law.
Riders:TSA Endorsement (ERISA) [or TSA Endorsement (Non-ERISA), or Texas ORP
Endorsement]
TSA Loan Rider (ERISA) [or TSA Loan Rider (Non-ERISA)] (Loan rider N/A
for Texas ORP)
Qualified Plan Contract Endorsement
Enhanced Death Benefit Endorsement
Unisex Annuity Rates Contract Endorsement
Declared Interest Rate Fixed Account Endorsement
Terminal Illness Benefit Endorsement
Annuity Service Center:
C.M. Life Insurance Company
Annuity Service Center, H565
P.O. Box 9067
Springfield, MA 01102-9067
36
<PAGE>
-----------------------------
EXHIBIT 5 Contract # _________________
(For H.O. Use Only)
-----------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
VARIABLE ANNUITY CERTIFICATE APPLICATION
----------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. PARTICIPANT INFORMATION NOTE: Participant must be same as Annuitant for all types of IRAs and 403(b) plans.
- ------------------------------------------------------------------------------------------------------------------------------------
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
( )
- ------------------------------------------------------------------------------------------------------------------------------------
2. JOINT PARTICIPANT INFORMATION NOTE: . Joint participant 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
( )
- ------------------------------------------------------------------------------------------------------------------------------------
3. ANNUITANT INFORMATION NOTE: . Add Annuitant information only if different from Contract Owner.
. For additional instructions use Item 11.
- ------------------------------------------------------------------------------------------------------------------------------------
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
( )
- ------------------------------------------------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------------------------------------------------
Primary Beneficiary: Name (First, MI, Last) Relationship to Contract Owner 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 Contract Owner 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 Plan ____________________________________________
[_] Other ________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
6. INITIAL PURCHASE PAYMENT $ __________
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
7. HEALTH INFORMATION
- --------------------------------------------------------------------------------
Do you have any reason to believe that the Death Benefit will become payable
to the Beneficiary in the first Contract 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 [_]
- --------------------------------------------------------------------------------
NOTE: . The Annuity Date must be the first day of
9. ANNUITY DATE a calendar month.
----------- . The Annuity Date cannot be later than the
(Mo/Day/Yr) 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's9
0th birthday or the maximum date permitted
under state law.
- --------------------------------------------------------------------------------
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. CONTRACT OWNER 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 [_]
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 H565
P. O. Box 9067
Springfield, MA 01102-9067
- --------------------------------------------------------------------------------
<PAGE>
Exhibit 9
Opinion of and Consent of Counsel
January, 2000
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/ James M. Rodolakis
----------------------
James M. Rodolakis
Counsel
<PAGE>
EXHIBIT 10
POWER OF ATTORNEY: FEDERAL SECURITIES LAWS
The Undersigned, Thomas B. Wheeler, Member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Jr., Robert Liguori, Richard M.
Howe, Stephen R. Bosworth, and Michael Berenson, and each of them individually,
as his true and lawful attorneys and agents.
Such attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as Member of the Board of Directors of MassMutual that said attorneys
and agents may deem necessary or advisable to enable MassMutual to comply with
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, (collectively, the
"Acts") and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This Power of
Attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as Member of the Board of Directors of MassMutual to any and all
registration statements and/or amendments thereto, reports, instruments or
documents filed or to be to be filed with the Commission under the Acts.
Without limiting the scope of this Power of Attorney, it shall apply to filings
by or on behalf of MassMutual separate investment accounts currently in
existence or established in the future, including but not limited to those
listed below.
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Annuity Separate Account 4
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
In Witness Whereof the Undersigned has set his hand this 19th day of
January, 2000.
/s/ Thomas B. Wheeler /s/ Sally Fortier Murphy
_____________________________________ _____________________________________
Thomas B. Wheeler Witness
Member, Board of Directors
