Results
Massachusetts Mutual Variable Annuity Separate Account 4
11/17/2025 | Press release | Distributed by Public on 11/17/2025 16:18
Post-Effective Amendment to Registration Statement by Investment Company (Form 485BPOS)
As filed with the Securities and Exchange Commission on or about November 17, 2025
Registration Statement File No. 333-73406
Registration Statement File No. 811-08619
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 26
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒ Amendment No. 261
(Check appropriate box or boxes.)
Massachusetts Mutual Variable Annuity Separate Account 4
(Exact Name of Registered Separate Account)
Massachusetts Mutual Life Insurance Company
(Name of Insurance Company)
1295 State Street, Springfield, Massachusetts 01111-0001
(Address of Insurance Company's Principal Executive Offices)
(413) 788-8411
(Insurance Company's Telephone Number, including Area Code)
Gary Murtagh
Head of Insurance Product & Operations Law
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111-0001
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate box):
| ☒ | immediately upon filing pursuant to paragraph (b) |
| ☐ | on __________ pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on __________ pursuant to paragraph (a)(1) of rule 485 under the Securities Act of 1933 ("Securities Act"). |
If appropriate, check the following box:
| ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Check each box that appropriately characterizes the Registrant:
| ☐ | New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing) |
| ☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act")) |
| ☐ | If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act |
| ☐ | Insurance Company relying on Rule 12h-7 under the Exchange Act |
| ☐ | Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act) |
Title of Securities Being Registered: Units of Interest in MassMutual Transitions®, an Individual or Group Deferred Variable Annuity Contract.
PARTS A and B
The Prospectus, dated April 28, 2025, as supplemented, and the Statement of Additional Information, dated April 28, 2025, are incorporated into Parts A and B of this Post-Effective Amendment No. 26 by reference to Registrant's filing under Rule 485(b) as filed on April 25, 2025.
A supplement dated November 17, 2025 to the Prospectus is included in Part A of this Post-Effective Amendment No. 26.
Supplement dated November 17, 2025
to the Prospectus and Updating Summary Prospectus each dated April 28, 2025, as supplemented, for:
MassMutual Transitions®
Issued by Massachusetts Mutual Life Insurance Company
|
THIS SUPPLEMENT MUST BE READ IN CONJUNCTION WITH YOUR PROSPECTUS. PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. |
This supplement amends certain information in the above-referenced prospectuses:
Fund Additions
Beginning November 17, 2025, the following funds are added to Appendix A as investment options under your Contract:
|
Fund Type |
Fund and Adviser/Sub-Adviser |
Current Expenses (expenses/ average assets) |
Average Annual Total Returns (as of 12/31/2024) |
||
| 1 Year | 5 Year | 10 Year | |||
| Small/Mid-Cap Growth |
MML Invesco Discovery Mid Cap Fund (Class II)** Adviser: MML Investment Advisers, LLC Sub-Adviser: Invesco Advisers, Inc. |
0.83% |
- |
- |
- |
|
Large Cap Growth |
MML Invesco Discovery Large Cap Fund (Class II)** Adviser: MML Investment Advisers, LLC Sub-Adviser: Invesco Advisers, Inc. |
0.74% |
- |
- |
- |
|
Large Cap Blend |
MML Fundamental Equity Fund (Class II)
Adviser: MML Investment Advisers, LLC |
0.80%* | 23.71% | 13.21% | 13.43% |
*This Fund is subject to an expense reimbursement or fee waiver arrangement. As a result, this Fund's annual expenses reflect temporary expense reductions. See the Fund prospectus for additional information.
**The expenses are based on estimated amounts for the current fiscal year of the Fund. The Fund has not been in operation for a full calendar year, and therefore has no performance history. Performance history will be available for the Fund after it has been in operation for one calendar year.
| page 1 of 2 | PS25_14 |
Fund Name Changes and Sub-Adviser Changes
| · | Effective November 14, 2025, the following funds were renamed and the following fund sub-adviser changes occurred: |
| Current Fund Name | New Fund Name |
|
MML International Equity Fund Adviser: MML Investment Advisers, LLC Sub-Advisers: Massachusetts Financial Services Company and Harris Associates L.P. |
MML VIP MFS International Equity Fund Adviser: MML Investment Advisers, LLC Sub-Adviser: Massachusetts Financial Services Company |
|
MML Total Return Bond Fund Adviser: MML Investment Advisers, LLC Sub-Adviser: Metropolitan West Asset Management, LLC |
MML VIP Fidelity Institutional AM® Core Plus Bond Fund Adviser: MML Investment Advisers, LLC Sub-Adviser: FIAM LLC |
| · | Effective November 14, 2025, the following funds were renamed: |
| Current Fund Name | New Fund Name |
| MML Large Cap Growth Fund | MML VIP Loomis Sayles Large Cap Growth Fund |
| MML Mid Cap Value Fund | MML VIP American Century Mid Cap Value Fund |
| MML Small Cap Equity Fund | MML VIP Invesco Small Cap Equity Fund |
If you have questions about this supplement, or other product questions, you may contact your registered representative, visit us online at www.MassMutual.com/contact-us, or call our Service Center at (800) 272-2216, 8 a.m.-8 p.m. Eastern Time.
For more information about the funds, read each fund prospectus. Prospectuses are available on our website at www.MassMutual.com.
| page 2 of 2 | PS25_14 |
PART C
OTHER INFORMATION
Item 27. Exhibits
|
Exhibit (a) |
Board of Directors of Massachusetts Mutual Life Insurance Company authorizing the establishment of the Separate Account 4 - Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement File No. 333-202684 filed April 28, 2021 |
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|
Exhibit (b) |
Not Applicable. |
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|
Exhibit (c) |
i. |
Underwriting and Servicing Agreement dated December 16, 2014 by and between MML Investors Services, LLC and Massachusetts Mutual Life Insurance Company - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
ii. |
Underwriting and Servicing Agreement (Distribution Servicing Agreement) dated April 1, 2014 between MML Strategic Distributors, LLC and Massachusetts Mutual Life Insurance Company - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iii. |
Template for Insurance Product Distribution Agreement (MML Strategic Distributors, LLC, Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement File No. 333-255824 filed April 25, 2023 |
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|
Exhibit (d) |
i. |
Form of Individual Annuity Contract - Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 333-73406 filed April 28, 2022 |
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|
ii. |
Form of Contract Schedule - Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 333-73406 filed April 28, 2022 |
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|
iii. |
Death Benefit Rider with Annual Ratchet Feature - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
iv. |
Equalizer Benefit Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
v. |
Fixed Account with Declared Interest Rate Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
vi. |
Fixed Account for Dollar Cost Averaging Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
vii. |
Fixed Account with Long Term Guarantee Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
viii. |
IRA Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
ix. |
Nursing Home Benefit Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
x. |
Qualified Plan Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
xi. |
Roth IRA Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
xii. |
SIMPLE IRA Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
xiii. |
Unisex Annuity Rates Rider - Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement File No. 333-112626 filed January 27, 2022 |
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|
Exhibit (e) |
Form of Individual Annuity Application - Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 333-73406 filed April 28, 2022 |
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|
Exhibit (f) |
i. |
Copy of Charter documentation as amended through August 10, 2008 of Massachusetts Mutual Life Insurance Company - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
ii. |
By-Laws of Massachusetts Mutual Life Insurance Company as adopted April 8, 2015 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
Exhibit (g) |
Not Applicable. |
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|
Exhibit (h) |
i. |
Fund Participation Agreements |
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|
a. |
AIM Funds (Invesco Funds) |
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|
1. |
Participation Agreement dated April 30, 2004 with revised Schedule A as of July 6, 2005 (AIM Variable Insurance Funds, A I M Distributors, Inc., and Massachusetts Mutual Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
i. |
Amendment No. 1 effective as of July 1, 2008 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
ii. |
Amendment No. 2 effective April 30, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iii. |
Amendment No. 3 effective May 1, 2011 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iv. |
Amendment dated May 3, 2021 regarding Rules 30e-3 and 498A - Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021 |
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|
2. |
Financial Support Agreement dated October 1, 2016 (Invesco Distributors, Inc. and Massachusetts Mutual Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement File No. 333-150916 filed April 26, 2017 |
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|
i. |
Amendment No. 1 dated May 24, 2019 - Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021 |
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|
ii. |
Amendment effective April 1, 2022 - Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement File No. 333-255824 filed April 25, 2023 |
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|
3. |
Administrative Services Agreement dated October 1, 2016 (Invesco Advisers, Inc. and Massachusetts Mutual Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
b. |
Fidelity® Funds |
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|
1. |
Amended and Restated Participation Agreement dated May 22, 2017 (Fidelity® Variable Insurance Products Fund, Fidelity® Variable Insurance Products Fund II, Fidelity® Variable Insurance Products Fund III, Fidelity® Variable Insurance Products Fund IV, Fidelity® Variable Insurance Products Fund V, Fidelity Distributors Corporation and Massachusetts Mutual Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement File No. 333-202684 filed April 24, 2018 |
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|
i. |
First Amendment dated May 22, 2017 - Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement File No. 333-202684 filed April 24, 2018 |
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|
ii. |
Amendment dated January 21, 2019 - Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement File No. 333-202684 filed April 25, 2019 |
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|
iii. |
Amendment dated October 1, 2020 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iv. |
Amendment dated March 1, 2021 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
v. |
Amendment dated October 18, 2023 - Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement File No. 333-255824 filed April 25, 2024 |
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|
2. |
Summary Prospectus Agreement effective May 1, 2011 (Fidelity Distributors Corporation and Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, and MML Bay State Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
3. |
Service Contract dated January 1, 2004 (MML Investors Services, LLC, MML Strategic Distributors, LLC, and MML Distributors, LLC and Massachusetts Mutual Life Insurance Company) - Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-215823 filed June 14, 2017 |
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|
i. |
First Amendment dated October 1, 2008 - Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-215823 filed June 14, 2017 |
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|
ii. |
Second Amendment dated May 22, 2017 - Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021 |
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|
iii. |
Third Amendment dated November 1, 2018 - Incorporated by reference to Initial Registration Statement to Registration Statement File No. 333-259818 filed September 27, 2021 |
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|
iv. |
Fourth Amendment dated September 28, 2021 (C.M. Life Insurance Company becomes a party to the Agreement) - Incorporated by reference to Registration Statement File No. 333-206438 filed November 15, 2021 |
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|
4. |
Service Agreement dated October 1, 1999 - Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-215823 filed June 14, 2017 |
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|
i. |
Amendment dated May 22, 2017 - Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021 |
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|
ii. |
Second Amendment dated December 13, 2017 - Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement File No. 333-150916 filed April 24, 2018 |
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|
iii. |
Third Amendment dated January 1, 2021 - Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement File No. 333-202684 filed April 28, 2021 |
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|
c. |
MML Funds |
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|
1. |
Participation Agreement dated November 17, 2005 (MML Series Investment Fund, Massachusetts Mutual Life Insurance Company and MML Bay State Life Insurance Company and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
i. |
First Amendment effective November 17, 2005 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
ii. |
Second Amendment dated as of August 26, 2008 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iii. |
Third Amendment dated April 9, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iv. |
Fourth Amendment dated and effective July 23, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
v. |
Fifth Amendment dated August 28, 2012 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
vi. |
Sixth Amendment dated April 1, 2014 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
vii. |
Seventh Amendment dated August 11, 2015 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
viii. |
Eighth Amendment dated February 20, 2020 - Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement File No. 333-202684 filed April 28, 2020 |
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|
ix. |
Ninth Amendment dated June 2, 2021 regarding Rules 30e-3 and 498A - Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-255824 filed August 24, 2021 |
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|
d. |
MML II Funds |
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|
1. |
Participation Agreement dated November 17, 2005 (MML Series Investment Fund II, Massachusetts Mutual Life Insurance Company and MML Bay State Life Insurance Company and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
i. |
First Amendment effective November 17, 2005 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
ii. |
Second Amendment dated as of August 26, 2008 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iii. |
Third Amendment dated as of April 9, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iv. |
Fourth Amendment dated and effective July 23, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
v. |
Fifth Amendment dated August 1, 2011 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
vi. |
Sixth Amendment dated and effective August 28, 2012 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
vii. |
Seventh Amendment dated and effective November 12, 2012 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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viii. |
Eighth Amendment dated April 1, 2014 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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ix. |
Ninth Amendment dated August 11, 2015 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
x. |
Tenth Amendment dated February 20, 2020 - Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement File No. 333-202684 filed April 28, 2020 |
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xi. |
Eleventh Amendment dated June 2, 2021 regarding Rules 30e-3 and 498A - Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-255824 filed August 24, 2021 |
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|
e. |
PIMCO Funds |
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|
1. |
Participation Agreement dated as of April 21, 2006 (Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company and PIMCO Variable Insurance Trust and Allianz Global Investors Distributors LLC) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
i. |
Amendment No. 1 effective as of June 30, 2008 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
ii. |
New Agreements and Amendments dated November 10, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iii. |
Amendment effective as of May 1, 2011 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
iv. |
Amendment signed March 1, 2017 - Incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement File No. 333-95845 filed April 26, 2017 |
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|
2. |
Termination Agreement dated November 10, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
3. |
Selling Agreement executed on April 26, 2006 (Allianz Global Investors Distributors LLC, Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company) for Advisor Class Shares of PIMCO Variable Insurance Trust - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
4. |
Services Agreement (Trust) for PIMCO Variable Insurance Trust (Pacific Investment Management Company LLC, Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company) effective as of March 1, 2017 - Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-215823 filed June 14, 2017 |
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|
i. |
Amendment No. 1 dated November 1, 2020 - Incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement File No. 333-150916 filed April 28, 2021 |
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|
f. |
Voya Funds |
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|
1. |
Participation Agreement dated April 26, 2006 (Massachusetts Mutual Life Insurance Company, ING Funds Distributor, LLC and ING Variable Products Trust) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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i. |
Amendment dated May 28, 2007 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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ii. |
Amendment dated April 3, 2008 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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iii. |
Amendment dated September 6, 2008 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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iv. |
Amendment dated May 27, 2010 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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v. |
Amendment dated January 17, 2014 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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vi. |
Amendment dated December 23, 2014 - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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vii. |
Amendment dated June 29, 2016 - Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement File No. 333-112626 filed April 26, 2017 |
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|
ii. |
Rule 22c-2 Agreements (Shareholder Information Agreements) |
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|
a. |
AIM Investment Services, Inc. effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
1. |
Amendment No. 1 dated June 30, 2020 - Incorporated by reference to Pre-Effective Amendment 3 to Registration Statement File No. 333-229670 filed October 2, 2020 |
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|
b. |
Fidelity Distributors Corporation effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
c. |
MML Series Investment Fund effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
d. |
MML Series Investment Fund II effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
e. |
PIMCO Variable Insurance Trust effective October 16, 2007 (Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
f. |
Voya Variable Products Trust effective October 16, 2007 (Massachusetts Mutual Life Insurance Company, and C.M. Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement File No. 333-45039 filed June 25, 2021 |
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|
Exhibit (i) |
Not Applicable. |
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|
Exhibit (j) |
Not Applicable. |
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|
Exhibit (k) |
Opinion and Consent of Counsel - Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement File No. 333-73406 filed April 28, 2022 |
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|
Exhibit (l) |
i. |
Auditor Consents: |
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|
Company Financial Statements |
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|
|
Separate Account Financial Statements |
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| - Incorporated by reference to Post-Effective Amendment No. 25 to Registration Statement No. 333-73406 filed April 25, 2025 | ||||||
|
ii. |
Resolution Regarding the Rules and Regulations of the Board of Directors dated February 13, 2019 - Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement File No. 333-229670 filed October 2, 2020 |
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|
Exhibit (m) |
Not Applicable. |
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|
Exhibit (n) |
Not Applicable. |
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| Exhibit (o) |
Not Applicable. |
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|
Exhibit (p) |
i. |
a. |
Powers of Attorney for: |
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|
Roger W. Crandall |
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|
|
Kathleen A. Corbet |
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|
James H. DeGraffenreidt, Jr. |
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Mary Jane Fortin |
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Isabella D. Goren |
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Bernard A. Harris, Jr. |
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|
Michelle K. Lee |
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Jeffrey M. Leiden |
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|
Laura J. Sen |
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|
William T. Spitz |
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| | Amy M. Stepnowski | |||||
|
|
H. Todd Stitzer |
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| - Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement File No. 333-255824 filed April 25, 2025 | ||||||
| b. | Powers of Attorney for: | |||||
|
|
Gregory Giardiello |
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|
|
David H. Long |
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| - Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement File No. 333-255824 filed September 4, 2025 | ||||||
| Exhibit (q) |
Not Applicable. |
|||||
| Exhibit (r) |
Not Applicable. |
|||||
Item 28. Directors and Officers of the Insurance Company
Directors of Massachusetts Mutual Life Insurance Company
|
Roger W. Crandall, Director, Chairman |
Michelle K. Lee, Director |
William T. Spitz, Director 16 Wynstone Nashville, TN 37215 |
|
Kathleen A. Corbet, Director |
Jeffrey M. Leiden, Director |
Amy M. Stepnowski, Director |
|
James H. DeGraffenreidt, Jr., Director |
David H. Long, Director |
H. Todd Stitzer, Lead Director 4409 Spring Island Okatie, SC 29909 |
|
Isabella D. Goren, Director 8030 Acoma Lane Dallas, TX 75252 |
Michael Thomas Rollings, Director 9625 E AW Tillinghast Road Scottsdale, AZ 85262 |
|
|
Bernard A. Harris, Jr., Director 3333 Allen Parkway, #1709 Houston, Texas 77019 |
Laura J. Sen, Director 95 Pembroke Street, Unit 1 Boston, MA 02118 |
Principal Officers of Massachusetts Mutual Life Insurance Company
|
Roger W. Crandall, President and Chief Executive Officer 1295 State Street Springfield, MA 01111 |
Eric Partlan, Chief Investment Officer 10 Fan Pier Boulevard Boston, MA 02210 |
|
Elizabeth Marin, Treasurer 1295 State Street Springfield, MA 01111 |
John Rugel, Head of Operations 10 Fan Pier Boulevard Boston, MA 02210 |
|
Michael J. O'Connor, General Counsel 1295 State Street Springfield, MA 01111 |
Susan Cicco, Head of Human Resources & Employee Experience 1295 State Street Springfield, MA 01111 |
|
Mary Jane Fortin, Chief Financial Officer 10 Fan Pier Boulevard Boston, MA 02210 |
Sears Merritt, Head of Technology & Experience 10 Fan Pier Boulevard Boston, MA 02210 |
|
Dominic Blue, Head of Third-Party Distribution and New Markets 1295 State Street Springfield, MA 01111 |
Geoffrey Craddock, Chief Risk Officer 10 Fan Pier Boulevard Boston, MA 02210 |
|
Paul LaPiana, Head of Brand, Product and Affiliated Distribution 1295 State Street Springfield, MA 01111 |
Tokunbo Akinbajo, Corporate Secretary 1295 State Street Springfield, MA 01111 |
|
Gregory Giardiello, Corporate Controller 10 Fan Pier Boulevard Boston, MA 02210 |
Item 29. Persons Controlled by or Under Common Control with the Insurance Company or the Registered Separate Account
- Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement File No. 333-255824 filed September 4, 2025
Item 30. Indemnification
MassMutual directors and officers are indemnified under Article V. of the by-laws of Massachusetts Mutual Life Insurance Company, as set forth below.
ARTICLE V. of the By-laws of MassMutual provides for indemnification of directors and officers as follows:
"ARTICLE V.
INDEMNIFICATION
Subject to limitations of law, the Company shall indemnify:
| (a) | each director, officer or employee; |
| (b) | any individual who serves at the request of the Company as a director, board member, committee member, partner, trustee, officer or employee of any foreign or domestic organization or any separate investment account; or |
| (c) | any individual who serves in any capacity with respect to any employee benefit plan, |
from and against all loss, liability and expense imposed upon or incurred by such person in connection with any threatened, pending or completed action, claim, suit, investigation or proceeding of any nature whatsoever, in which such person may be involved or with which he or she may be threatened to be involved, by reason of any alleged act, omission or otherwise while serving in any such capacity, whether such action, claim, suit, investigation or proceeding is civil, criminal, administrative, arbitrative, or investigative and/or formal or informal in nature. Indemnification shall be provided although the person no longer serves in such capacity and shall include protection for the person's heirs and legal representatives.
Indemnities hereunder shall include, but not be limited to, all costs and reasonable counsel fees, fines, penalties, judgments or awards of any kind, and the amount of reasonable settlements, whether or not payable to the Company or to any of the other entities described in the preceding paragraph, or to the policyholders or security holders thereof.
Notwithstanding the foregoing, no indemnification shall be provided with respect to:
| (1) | any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Company or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; |
| (2) | any liability to any entity which is registered as an investment company under the Federal 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 office; and |
| (3) | any action, claim or proceeding voluntarily initiated by any person seeking indemnification, unless such action, claim or proceeding had been authorized by the Board of Directors or unless such person's indemnification is awarded by vote of the Board of Directors. |
In any matter disposed of by settlement or in the event of an adjudication which in the opinion of the General Counsel or his or her delegate does not make a sufficient determination of conduct which could preclude or permit indemnification in accordance with the preceding paragraphs (1), (2) and (3), the person shall be entitled to indemnification unless, as determined by the majority of the disinterested directors or in the opinion of counsel (who may be an officer of the Company or outside counsel employed by the Company), such person's conduct was such as precludes indemnification under any such paragraph. The termination of any action, claim, suit, investigation or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of the Company.
The Company may at its option indemnify for expenses incurred in connection with any action or proceeding in advance of its final disposition, upon receipt of a satisfactory undertaking for repayment if it be subsequently determined that the person thus indemnified is not entitled to indemnification under this Article V."
To provide certainty and more clarification regarding the indemnification provisions of the Bylaws set forth above, MassMutual has entered into indemnification agreements with each of its directors, and with each of its officers who serve as a director of a subsidiary of MassMutual, (a "Director"). Pursuant to the Agreements, MassMutual agrees to indemnify a Director, to the extent legally permissible, against (a) all expenses, judgments, fines and settlements ("Costs"), liabilities, and penalties paid in connection with a proceeding involving the Director because he or she is a director if the Director (i) acted in good faith, (ii) reasonably believed the conduct was in the Company's best interests; (iii) had no reasonable cause to believe the conduct was unlawful (in a criminal proceeding); and, (iv) engaged in conduct for which the Director shall not be liable under MassMutual's Charter or By-Laws. MassMutual further agrees to indemnify a Director, to the extent permitted by law, against all Costs paid in connection with any proceeding (i) unless the Director breached a duty of loyalty, (ii) except for liability for acts or omissions not in good faith, involving intentional misconduct or a knowing violation of law, (iii) except for liability under Section 6.40 of Chapter 156D of Massachusetts Business Corporation Act ("MBCA"), or (iv) except for liability related to any transaction from which the Director derived an improper benefit. MassMutual will also indemnify a Director, to the fullest extent authorized by the MBCA, against all expenses to the extent the Director has been successful on the merits or in defense of any proceeding. If any court determines that despite an adjudication of liability to MassMutual or its subsidiary that the Director is entitled to indemnification, MassMutual will indemnify the Director to the extent permitted by law. Subject to the Director's obligation to pay MassMutual in the event that the Director is not entitled to indemnification, MassMutual will pay the expenses of the Director prior to a final determination as to whether the Director is entitled to indemnification.
Item 31. Principal Underwriters
|
(a) |
MML Investors Services, LLC ("MMLIS") acts as principal underwriter of the contracts/policies/certificates sold by its registered representatives and MML Strategic Distributors, LLC ("MSD") serves as principal underwriter of the contracts/policies/certificates sold by registered representatives of other broker-dealers who have entered into distribution agreements with MSD. MMLIS and MSD either jointly or individually act as principal underwriters for: Massachusetts Mutual Variable Life Separate Account I, 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, Panorama Separate Account, Connecticut Mutual Variable Life Separate Account I, MML Bay State Variable Life Separate Account I, MML Bay State Variable Annuity Separate Account 1, Panorama Plus Separate Account, C.M. Multi-Account A, C.M. Life Variable Life Separate Account I, Massachusetts Mutual Variable Life Separate Account II. |
|
(b) |
MMLIS and MSD are the principal underwriters for this Contract. The following people are officers and directors of MMLIS and officers and directors of MSD: |
DIRECTORS AND OFFICERS OF MML INVESTORS SERVICES, LLC
| Name | Positions and Offices | Principal Business Address |
| Vaughn Bowman | Director, Chairman of the Board, Chief Executive Officer, and President | (*) |
| John Vaccaro | Director and Chairman Emeritus | (*) |
| Geoffrey Craddock | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Paul LaPiana | Director | (*) |
| Jennifer Reilly | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Joseph Mallee | Director, Agency Field Force Supervisor and Vice President | (*) |
| David Mink | Vice President and Chief Operations Officer | (*) |
| Frank Rispoli | Chief Financial Officer and Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Edward K. Duch, III | Chief Legal Officer, Vice President, and Secretary | (*) |
| Courtney Reid | Chief Compliance Officer | (*) |
| James P. Puhala | Deputy Chief Compliance Officer | (*) |
| Michael Gilliland | Deputy Chief Compliance Officer | (*) |
| Thomas Bauer | Chief Technology Officer | (*) |
| Anthony Frogameni | Chief Privacy Officer | (*) |
| Linda Bestepe | Vice President | (*) |
| Brian Foley | Vice President |
10 Fan Pier Boulevard Boston, MA 02210 |
| James Langham | Vice President | (*) |
| Michael Thomas | Vice President |
2 Park Ave. New York, NY 10016 |
| Daken Vanderburg | Vice President | (*) |
| Mary B. Wilkinson | Vice President |
10 Fan Pier Boulevard Boston, MA 02210 |
| David Holtzer | Field Risk Officer | (*) |
| Amy Francella | Assistant Secretary | (*) |
| Alyssa O'Connor | Assistant Secretary | (*) |
| Pablo Cabrera | Assistant Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Jeffrey Sajdak | Assistant Treasurer | (*) |
| Elizabeth Marin | Assistant Treasurer | (*) |
| Kevin Lacomb | Assistant Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Tricia Cohen | Continuing Education Officer | (*) |
| Mario Morton | Registration Manager | (*) |
| Kelly Pirrotta | AML Compliance Officer | (*) |
| John Rogan | Regional Vice President | (*) |
| Tanya Wilber | Regional Vice President | (*) |
| (*) | 1295 State Street, Springfield, MA 01111-0001 |
OFFICERS AND DIRECTORS OF MML STRATEGIC DISTRIBUTORS, LLC
| Name | Positions and Offices | Principal Business Address |
| Dominic Blue | Director and Chairman of the Board | (*) |
| Matthew DiGangi | Director, Chief Executive Officer, and President | (*) |
| Geoffrey Craddock | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Jennifer Reilly | Director |
10 Fan Pier Boulevard Boston, MA 02210 |
| Frank Rispoli | Chief Financial Officer and Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Edward K. Duch, III | Chief Legal Officer, Vice President, and Secretary | (*) |
| James P. Puhala | Vice President and Chief Compliance Officer | (*) |
| Vincent Baggetta | Chief Risk Officer | (*) |
| Paul LaPiana | Vice President | (*) |
| Anna Sciortino | Vice President | (*) |
| Alyssa O'Connor | Assistant Secretary | (*) |
| Pablo Cabrera | Assistant Treasurer |
10 Fan Pier Boulevard Boston, MA 02210 |
| Jeffrey Sajdak | Assistant Treasurer | (*) |
| Elizabeth Marin | Assistant Treasurer | (*) |
| Mario Morton | Registration Manager | (*) |
| Kelly Pirrotta | AML Compliance Officer | (*) |
| (*) | 1295 State Street, Springfield, MA 01111-0001 |
|
(c) |
For information about all commissions and other compensation received by each principal underwriter, directly or indirectly, from the Registered Separate Account during the Registered Separate Account's last fiscal year, refer to the "Distribution" section of the Statement of Additional Information. |
Item 32. 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 Registered Separate Account through Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111-0001. |
Item 33. Management Services
|
Not Applicable. |
Item 34. Fee Representation
REPRESENTATION UNDER SECTION 26(f)(2)(A) OF
THE INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that the fees and charges deducted under the MassMutual Transitions® (Transitions) contract 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.
SIGNATURES
Pursuant to the requirements of Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wilmington, and the State of North Carolina on this 14th day of November, 2025
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
(Registered Separate Account)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Insurance Company)
|
By |
ROGER W. CRANDALL *
Roger W. CrandallPresident and Chief Executive Officer (principal executive officer) Massachusetts Mutual Life Insurance Company |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature* |
Title |
Date |
||
|
ROGER W. CRANDALL *
Roger W. Crandall |
Director and Chief Executive Officer |
November 14, 2025 |
||
|
MARY JANE FORTIN *
Mary Jane Fortin |
Chief Financial Officer |
November 14, 2025 |
||
|
GREGORY GIARDIELLO *
Gregory Giardiello |
Corporate Controller |
November 14, 2025 |
||
|
KATHLEEN A. CORBET *
Kathleen A. Corbet |
Director |
November 14, 2025 |
||
|
JAMES H. DEGRAFFENREIDT, JR. *
James H. DeGraffenreidt, Jr. |
Director |
November 14, 2025 |
||
|
ISABELLA D. GOREN *
Isabella D. Goren |
Director |
November 14, 2025 |
||
|
BERNARD A. HARRIS, JR. *
Bernard A. Harris, Jr. |
Director |
November 14, 2025 |
||
|
MICHELLE K. LEE *
Michelle K. Lee |
Director |
November 14, 2025 |
||
|
JEFFREY M. LEIDEN *
Jeffrey M. Leiden |
Director |
November 14, 2025 |
||
|
DAVID H. LONG *
David H. Long |
Director |
November 14, 2025 |
||
|
Michael Thomas Rollings |
Director |
, 2025 |
||
|
LAURA J. SEN *
Laura J. Sen |
Director |
November 14, 2025 |
||
|
WILLIAM T. SPITZ *
William T. Spitz |
Director |
November 14, 2025 |
||
|
AMY M. STEPNOWSKI *
Amy M. Stepnowski
|
Director |
November 14, 2025 |
||
|
H. TODD STITZER *
H. Todd Stitzer |
Director |
November 14, 2025 |
||
| ** MAJORITY OF DIRECTORS | ||||
|
/s/ GARY F. MURTAGH
* Gary F. MurtaghAttorney-in-Fact pursuant to Powers of Attorney |
Massachusetts Mutual Variable Annuity Separate Account 4 published this content on November 17, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 17, 2025 at 22:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]