2023-10-04TransSelectII

As filed with the Securities and Exchange Commission on or about April 25, 2024

Registration Statement File No. 333-202684
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. 15

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

☒ Amendment No. 239
(Check appropriate box or boxes.)

Massachusetts Mutual Variable Annuity Separate Account 4
(Exact Name of Registrant)

Massachusetts Mutual Life Insurance Company
(Name of Depositor)

1295 State Street, Springfield, Massachusetts 01111-0001
(Address of Depositor’s Principal Executive Offices)

(413) 788-8411
(Depositor’s Telephone Number, including Area Code)

John E. Deitelbaum
Head Counsel of Insurance & Finance Services Section
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) of Rule 485

☒	on April 29, 2024 pursuant to paragraph (b) of Rule 485

☐	60 days after filing pursuant to paragraph (a)(1) of Rule 485

☐	on __________ pursuant to paragraph (a)(1) of 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: Units of Interest in Transitions Select^SMII, an Individual Flexible Premium Deferred Variable Annuity Contract.

MassMutual Transitions Select^SM II Variable Annuity

Issued by Massachusetts Mutual Life Insurance Company

Massachusetts Mutual Variable Annuity Separate Account 4

Contract Classes: B-Share, L-Share

This prospectus describes an individual flexible premium deferred variable annuity contract (Contract) offered by Massachusetts Mutual Life Insurance Company (‘‘MassMutual^®,’’ ‘‘Company,’’ ‘‘we,’’ ‘‘us’’). The Contract offers a choice of features and benefits. You, as the Owner of the Contract (‘‘you,’’ ‘‘Owner’’), determine which ones may be appropriate for you, based on your financial circumstances and objectives. The fees and charges that you pay are based on the features and benefits applicable to your Contract.

You may accumulate value under your Contract by allocating your money to a fixed account for dollar cost averaging (DCA Fixed Account) and/or one or more variable investment divisions (Sub-Accounts) of Massachusetts Mutual Variable Annuity Separate Account 4 (Separate Account). Each Sub-Account, in turn, invests in one of the investment entities (Funds) listed in ‘‘Appendix A – Funds Available Under the Contract.’’ The investment choices available to you are restricted if you are participating in a Guaranteed Minimum Accumulation Benefit (GMAB). See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit’’ for more information. You bear the entire investment risk for all amounts you allocate to a Sub-Account.

The Contract:

is not a bank or credit union deposit or obligation.

is not FDIC or NCUA insured.

is not insured by any federal government agency.

is not guaranteed by any bank or credit union.

may go down in value.

provides guarantees that are subject to our financial strength and claims-paying ability.

IF YOU ARE A NEW INVESTOR IN THE CONTRACT, YOU MAY CANCEL YOUR CONTRACT
WITHIN 10 DAYS OF RECEIVING IT WITHOUT PAYING FEES OR PENALTIES.

In some states this cancellation period may be longer. Upon cancellation, you will receive either a full refund of the amount you paid with your application or your total Contract Value. You should review the prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.

Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission staff and is available at www.investor.gov.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell the Contract in any jurisdiction where it is illegal to offer the Contract nor is it an offer to sell the Contract to anyone to whom it is illegal to offer the Contract.

Please read this prospectus before investing. You should keep it for future reference. It contains important information about the MassMutual Transitions Select II Variable Annuity.

Effective April 29, 2024

Table of Contents


Glossary	3
Important Information You Should Consider About the Contract	6
Fees and Expenses	6
Risks	8
Restrictions	9
Taxes	10
Conflicts of Interest	10
Overview of the Contract	11
Additional Information about Fees	13
Principal Risks of Investing in the Contract	19
General Information about Massachusetts Mutual Life Insurance Company, the Separate Account and the Investment Choices	20
The Company	20
Financial Condition of the Company	20
The Separate Account	20
The DCA Fixed Account	21
The Funds	22
Compensation We Receive from Funds, Advisers and Sub-Advisers	23
Voting Rights	24
Charges and Deductions	25
Insurance Charges	25
Annual Contract Maintenance Charge	26
Transfer Fee	26
Contingent Deferred Sales Charge (CDSC)	27
Free Withdrawal Amount	28
Premium Taxes	28
Income Taxes	28
Fund Expenses	28
Guaranteed Minimum Accumulation Benefit (GMAB) Charge	28
Ownership	29
Owner	29
Joint Owner	29
Annuitant	30
Beneficiary	30
Non-Qualified Beneficiary Annuity	30
Beneficiary IRA	31
Purchasing a Contract	32
Contract Delay	32
Allocation of Purchase Payments	33
Contract Value	34
Right to Cancel Your Contract	34
Sending Requests in Good Order	35
Transfers and Transfer Programs	35
General Overview	35
Transfers During the Accumulation Phase	35
Transfers During the Annuity Phase	35
Transfer Programs	36
Limits on Frequent Trading and Market Timing Activity	36
The Annuity Phase	38
Benefits Available Under the Contract	41
Death Benefit	43
Death of Owner During the Accumulation Phase	43


Death Benefit Amount During the Accumulation Phase	44
Death Benefit Payment Options During the Accumulation Phase	44
Death of Owner During the Annuity Phase	47
Death of Annuitant	48
Additional Benefits	49
Terminal Illness Withdrawal Benefit	49
Nursing Home and Hospital Withdrawal Benefit	49
Guaranteed Minimum Accumulation Benefit (GMAB)	50
Withdrawals	57
Taxes	59
Distribution	69
Other Information	70
Collateral Assignment	70
Registered Representative Transaction Authority	70
Unclaimed Property	71
Anti-Money Laundering	71
Payments We Make	71
Changes to the Contract	71
Services and Administration	71
Special Arrangements	72
Termination of the Contract	72
Reservation of Rights	72
Computer System, Cybersecurity, and Service Disruption Risks	72
Legal Proceedings	73
Our Financial Statements	73
Appendix A – Funds Available Under the Contract	74
Appendix B - Funds Available When the GMAB is in Effect	78
Appendix C – Contingent Deferred Sales Charge (CDSC) Example	79
Appendix D – Free Withdrawal Amount Examples	80
Appendix E – Return of Purchase Payment Death Benefit Examples	82
Appendix F – Guaranteed Minimum Accumulation Benefit (12-Year Benefit) Examples	84
Appendix G – Guaranteed Minimum Accumulation Benefit (20-Year Benefit) Examples	89
Appendix H – State Variations of Certain Contract Features	93

Glossary

Accumulation Phase. Begins on the date the Contract is issued and ends on the date the Owner applies the full Contract Value to an Annuity Option or upon Contract termination.

Accumulation Unit. A unit of measure used to determine your value in a Sub-Account during the Accumulation Phase.

Age. The attained age of any Owner or of any Annuitant, as applicable. Except when discussed in regards to specific tax provisions and for calculating Annuity Payments, Age refers to the Owner’s or Annuitant’s age as of his or her last birthday. If the Contract is owned by a non-natural person, then Age shall mean attained age of the Annuitant as of his/her last birthday. For purposes of calculating Annuity Payments we calculate the Annuitant’s Age based on his/her birthday nearest the applicable Annuity Date. See “The Annuity Phase – Annuity Age.”

Annuitant. The person(s) on whose life Annuity Payments are based, with the exception of the non-lifetime contingent option. See “The Annuity Phase – Non-Lifetime Contingent Option – Period Certain Annuity Option.” The term Annuitant also includes the joint Annuitant, if any. The Annuitant has no rights to the Contract.

Annuity Date. The date Annuity Payments begin. There may be more than one Annuity Date applicable to a Non-Qualified Contract if the Owner elects to apply only a portion of the Contract Value to an Annuity Option.

Annuity Options. Options available for Annuity Payments.

Annuity Payments. Series of payments made pursuant to the Annuity Option(s) elected.

Annuity Phase. The period that begins on the Annuity Date and ends with the last Annuity Payment. There may be more than one Annuity Phase applicable to a Non-Qualified Contract if the Owner elects to apply only a portion of the Contract Value to an Annuity Option.

Beneficiary. The person(s) or entity(ies) that the Owner designates to receive the death benefit provided by the Contract.

Business Day. Every day the New York Stock Exchange (NYSE), or its successor, is open for trading. Our Business Day ends at the Close of Business.

Close of Business. The time on a Business Day when the NYSE ends regular trading, usually at 4:00 p.m. Eastern Time. However, when the NYSE closes early or closes due to any emergency or SEC order, the Close of Business will occur at the same time.

Contingent Deferred Sales Charge (CDSC). A charge that may be assessed against each Purchase Payment withdrawn from the Contract.

Contract. The MassMutual Transitions Select II Variable Annuity; an individual flexible premium deferred variable annuity
contract.

Contract Anniversary. An anniversary of the Issue Date of the Contract.

Contract Value. The sum of your values in the Sub-Accounts and DCA Fixed Account during the Accumulation Phase.

Contract Withdrawal Value. The Contract Value less any applicable Premium Taxes not previously deducted; less any applicable annual contract maintenance charge; less any applicable Guaranteed Minimum Accumulation Benefit charge; less any applicable CDSC; less any Purchase Payments credited to the Contract that have not yet cleared the bank.

Contract Year. The first Contract Year is the annual period which begins on the Issue Date and ends on the last calendar day before the first Contract Anniversary. Subsequent Contract Years begin on subsequent Contract Anniversaries.

DCA Fixed Account. The DCA Fixed Account, which is part of the General Account, is a fixed account from which assets are systematically transferred to any Sub-Accounts you select.

Fixed Annuity Payments. Annuity Payments made during the Annuity Phase which we guarantee as to the dollar amount of each Annuity Payment.

Fund(s). The investment entities into which the assets of the Separate Account will be invested.

General Account. The Company’s General Investment Account, which supports the Company’s annuity and insurance obligations. The General Account’s assets include all the assets of the Company with the exception of the Separate Account and the Company’s other segregated asset accounts.

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Good Order. An instruction or transaction request that we receive at our Service Center generally is considered in ‘‘Good Order’’ if:

•	we receive it within the time limits, if any, prescribed in this prospectus for a particular request or transaction;

•	it includes all information necessary for us to execute the request or transaction; and

•	it is signed by you or persons authorized to provide instruction to engage in the request or transaction.

A request or transaction may be rejected or delayed if not in Good Order. Good Order generally means the actual receipt by our Service Center of the instructions related to the request or transaction in writing (or, when permitted, by telephone or internet) along with all forms, information and supporting legal documentation we require to effect the request or transaction. This information generally includes to the extent applicable: the completed application or instruction form; your Contract number; the transaction amount (in dollars or percentage terms); the names and allocation to and/or from the Sub-Accounts affected by the request or transaction; the signatures of all Owners; if necessary, Social Security Number or Tax Identification number; tax certification; and any other information or supporting documentation we may require including consents, certifications and guarantees. Instructions must be complete and sufficiently clear so that we do not need to exercise any discretion to follow such instructions. We will not accept instructions that require additional requirements or burdens not provided for within the Contract. With respect to Purchase Payments, Good Order also generally includes receipt by us of sufficient funds to affect the purchase. We may, in our sole discretion, determine whether any particular request or transaction is in Good Order, and we reserve the right to change or waive any Good Order requirements at any time. If you have any questions you may contact our Service Center before submitting the form or request. See ‘‘Sending Requests in Good Order’’ for more information.

Guaranteed Minimum Accumulation Benefit (GMAB). For Contracts applied for prior to June 12, 2017, the GMAB was an optional benefit available for an additional cost at the time you purchased your Contract. This feature guarantees a minimum amount for your Contract Value at the end of the benefit period. There are two options which feature different benefit periods (12-Year and 20-Year). See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit’’ for more information.

Issue Date. The date on which the Contract becomes effective. The Issue Date is included in the Contract.

Joint Owner. A person entitled to ownership rights under the Contract. See “Ownership – Owner.”

Non-Business Day. Any day when the NYSE is not open for trading. Unless specified otherwise, if the due date for any activity required by the Contract falls on any day that is not a Business Day, performance of such activity will be rendered on the first Business Day following such due date.

Non-Qualified Contract. Your Contract is referred to as a Non-Qualified Contract if you purchase the Contract as an individual and not under a qualified plan such as an Individual Retirement Annuity (IRA), Roth IRA, or a corporate pension and profit sharing plan.

Owner. The person(s) or entity entitled to ownership rights under the Contract. We allow multiple Owners, subject to certain restrictions (see ‘‘Ownership’’). Where we describe multiple Owners, we refer to them as Joint Owners.

Premium Tax. A tax imposed by certain states and other jurisdictions when a Purchase Payment is made, when Annuity Payments begin, or when Contract Value is withdrawn.

Purchase Payment(s). Any amount paid to us by you or on your behalf with respect to the Contract during the Accumulation Phase, which may be decreased by the assessment of any applicable Premium Tax. Purchase Payments may not be added after the Annuity Date to any portion of the Contract Value that has been applied to an Annuity Option.

Qualified Contract. Your Contract is referred to as a Qualified Contract if it is purchased under a qualified retirement plan (qualified plan) such as an Individual Retirement Annuity (IRA), Roth IRA, or a corporate pension and profit-sharing plan (including 401(k) plans and H.R. 10 plans). For information on the types of qualified plans for which the Contract is available, see ‘‘Taxes – Qualified Contracts.’’

Required Minimum Distribution (RMD). A minimum amount the federal tax law requires to be withdrawn from certain Qualified Contracts each year. RMDs are generally required to begin by the required beginning date specified in IRC Section 401(a)(9).

Return of Purchase Payment Death Benefit. The death benefit provided under the Contract. See ‘‘Death Benefit – Death Benefit Amount During the Accumulation Phase – Return of Purchase Payment Death Benefit.’’

Separate Account. The account that holds the assets underlying the Contract that are not allocated to the DCA Fixed Account. The assets of the Separate Account are kept separate from the assets of the General Account and the Company’s other separate accounts.

Service Center. MassMutual, PO Box 758511, Topeka, KS 66675-8550, (866) 645-2362, (fax) (785) 286-6106, (email) MassMutual.services@zinnia.com, MassMutual.com. (Overnight mail address: MassMutual, Mail Zone 511, 5801 SW 6^th Ave., Topeka, KS 66636-0001.)

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Sub-Account(s). The Separate Account assets are divided into Sub-Accounts. The assets of each Sub-Account will be invested in the shares of a single Fund.

Written Notice. A written or electronic communication or instruction sent by the Company to the Owner. Any notice the Company sends to the Owner will be sent to the Owner’s last known address. The Owner must promptly provide the Company with notice of any Owner address change.

Written Request. A written communication or instruction sent by you to the Company. A Written Request must be in Good Order and must be received by the Company’s Service Center. The Company may consent to receiving requests electronically or by telephone at the Service Center.

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Important Information You Should Consider About the Contract


	FEES AND EXPENSES	LOCATION IN PROSPECTUS
Charges for Early Withdrawals	If you withdraw money from your B-Share Contract within seven years following your last Purchase Payment, you may be assessed a Contingent Deferred Sales Charge (CDSC) of up to 7% of the Purchase Payment withdrawn (less a 10% free withdrawal amount), declining to 0% after the seventh year. If you withdraw money from your L-Share Contract within four years following your last Purchase Payment, you may be assessed a CDSC of up to 7% of the Purchase Payment withdrawn (less a 10% free withdrawal amount), declining to 0% after the fourth year. For example, if you purchased the B-Share or L-Share Contract and withdraw the $100,000 initial Purchase Payment during the first two years after your Purchase Payment, you could be assessed a charge of up to $6,300 on the Purchase Payment withdrawn.	Charges and Deductions – Contingent Deferred Sales Charge (CDSC)
Transaction Charges	Currently, we do not assess a charge to transfer Contract Value among the Sub-Accounts during the Accumulation Phase. However, we reserve the right to charge $20 per transfer in excess of 12 in a single calendar year.	Charges and Deductions – Transfer Fee

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	FEES AND EXPENSES			LOCATION IN PROSPECTUS
Ongoing Fees and Expenses (annual charges)	The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Contract specifications page(s) for information about the specific fees you will pay each year based on the options you have elected.			Charges and Deductions
	Annual Fee	Minimum	Maximum
	Base Contract (varies by Share Class)
	B-Share Contract	1.31%⁽¹⁾	1.31%⁽¹⁾
	L-Share Contract	1.66%⁽¹⁾	1.66%⁽¹⁾
	Investment options (Fund fees and expenses)	0.52%⁽²⁾	1.74%⁽²⁾
	Optional benefits available for an additional charge (for a single optional benefit, if elected)	1.40%⁽³⁾	1.40%⁽⁴⁾
	Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the Contract, which could result in the assessment of CDSCs that substantially increase costs.
	Lowest Annual Cost:	Highest Annual Cost:⁽⁵⁾
	B-Share Contract: $1,604 L-Share Contract: $1,802	B-Share Contract: $4,223 L-Share Contract: $4,388
	Assumes: Investment of $100,000 5% annual appreciation Least expensive combination of Contract Share Class and Fund fees and expenses No optional benefits No CDSC No additional Purchase Payments, transfers, or withdrawals	Assumes: Investment of $100,000 5% annual appreciation Most expensive combination of Contract Share Class, optional benefits and Fund fees and expenses No CDSC No additional Purchase Payments, transfers, or withdrawals

(1)

Represents the mortality and expense risk charge and administrative charge (charged as a percentage of average account value in the Separate Account on an annualized basis) and the annual contract maintenance charge (a fixed dollar amount that may be waived for certain Contract Value amounts) collected during the Contract Year that are attributable to the Contract divided by the total average net assets that are attributable to the Contract.

(2)	As a percentage of Fund assets.

(3)	This charge is the lowest current charge for the optional benefit available with this contract. It is the current charge for the 12 Year GMAB. The charge is a percentage of the GMAB Amount.

(4)	This charge is the highest current charge for the optional benefit available with this contract. It is the current charge for the 12 Year GMAB. The charge is a percentage of the GMAB Amount.

(5)	The calculation of the highest annual cost assumes election of the 12-Year GMAB.

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	RISKS	LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Contract, including loss of principal.	Principal Risks of Investing in the Contract
Not a Short-Term Investment	This Contract is not designed for short-term investing and is not appropriate for an investor who needs ready access to cash. CDSCs may apply for up to seven years (for B-Share Contracts) or four years (for L-Share Contracts) following your last Purchase Payment. If CDSCs apply, they will reduce the value of your Contract if you withdraw money during that time. The benefits of tax deferral also mean the Contract is more beneficial to investors with a long time horizon.	Principal Risks of Investing in the Contract
Risks Associated with Investment Options	An investment in this Contract is subject to the risk of poor investment performance of the Funds you choose and can vary depending upon the performance of the Funds available under the Contract. Each Fund has its own unique risks. You should review the prospectuses for the available Funds before making an investment decision.	Principal Risks of Investing in the Contract
Insurance Company Risks	Any obligations (including under any fixed account investment option), guarantees, and benefits of the Contract are subject to the claims-paying ability of MassMutual. If MassMutual experiences financial distress, it may not be able to meet its obligations to you. More information about MassMutual, including its financial strength ratings, is available at www.MassMutual.com/ratings.	Principal Risks of Investing in the Contract

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	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	Currently, there is no charge when you transfer Contract Value among Sub-Accounts. However, we reserve the right to charge $20 per transfer in excess of 12 in a single calendar year. We reserve the right to remove or substitute Funds as investment options that are available under the Contract. We reserve the right to limit transfers if frequent or large transfers occur.	General Information about Massachusetts Mutual Life Insurance Company, the Separate Account and the Investment Choices – The Funds Transfers and Transfer Programs
Optional Benefits	We no longer offer the GMAB, either the 12-Year Benefit or 20-Year Benefit, as an optional benefit. If you purchased a GMAB, either the 12-Year Benefit or 20-Year Benefit, while the GMAB is in effect, you cannot participate in the Automatic Rebalancing Program, the Automatic Investment Plan, the Separate Account Dollar Cost Averaging Program, or the DCA Fixed Account. Your Contract will be subject to investment allocation restrictions while the GMAB is in effect. This means you will be limited in your choice of Sub-Account investments and may be limited in how much you can invest in certain Sub-Accounts. This also means you will not be able to allocate Contract Value to all of the Sub-Accounts that are available to Owners who have not elected a GMAB. We impose allocation restrictions to reduce the risk of investment losses that may require us to use our General Account assets to honor the guarantee under the GMAB. If you purchased a GMAB and elected the Custom Allocation Choice Select Program, while the GMAB is in effect, you agree to authorize us to automatically rebalance your Contract Value among the Sub-Accounts available under the Program on a periodic basis to continue to follow the Custom Allocation Choice Select Program investment parameters. Withdrawals will negatively impact the GMAB Amount.	Guaranteed Minimum Accumulation Benefit (GMAB)

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	TAXES	LOCATION IN PROSPECTUS
Tax Implications	You should consult with a tax professional to determine the tax implications of an investment in and payments received under the Contract. If you purchase the Contract through a qualified retirement plan or individual retirement annuity (IRA), you do not receive any additional tax deferral. Earnings on your Contract are taxed at ordinary income tax rates when you withdraw them, and you may have to pay an additional income tax if you take a withdrawal before age 59½. Earnings for this purpose consist of Contract Value in excess of your after-tax investment in the Contract.	Taxes


	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Investment Professional Compensation	Your registered representative may receive compensation, in the form of commissions, for selling this Contract to you. If your registered representative is also a MassMutual insurance agent, they are also eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses and allowances based on factors such as sales, productivity and persistency (contract retention). Non-cash compensation includes various recognition items such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences, seminars and recognition trips, and also includes contributions to certain individual plans such as pension and medical plans. Sales of the Contract may help these registered representatives and their supervisors qualify for such benefits. This conflict of interest may influence your registered representative to offer or recommend this Contract over another investment.	Distribution
Exchanges	In general you should be aware that some investment professionals may have a financial incentive to offer you a new contract in place of the one you already own. Thus, in general, you should only exchange your annuity contract if you determine, after comparing the features, fees, and risks of both contracts, that it is preferable for you to purchase the new annuity rather than continue to own the existing annuity.	N/A

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Overview of the Contract

What is this Contract, and what is it designed to do? The MassMutual Transitions Select II Variable Annuity is designed to enable you to accumulate assets through investments in one or more of the variable investment divisions (Sub-Accounts) of the Massachusetts Mutual Variable Annuity Separate Account 4 (Separate Account) and the Fixed Account for Dollar Cost Averaging (DCA Fixed Account). The Contract can supplement your retirement income by providing a stream of income during the Annuity Phase. Before you begin receiving Annuity Payments, the Contract also provides a death benefit for your designated beneficiaries. The Contract may be appropriate if you have a long term investment horizon. It is not intended for people who need to take early or frequent withdrawals or who intend to engage in frequent trading among the Sub-Accounts of the Separate Account.

How do I accumulate assets in the Contract and receive income from the Contract? The Contract has two phases:
1) the Accumulation Phase and 2) the Annuity Phase.

A list of the Funds in which you may invest is provided at the back of this Prospectus. See “Appendix A – Funds Available Under the Contract.”

Accumulation Phase

During the Accumulation Phase, subject to certain restrictions, you may apply Purchase Payments to the Contract and allocate the Purchase Payments among:

∘	the Sub-Accounts of the Separate Account, each of which invests in a mutual fund (Fund), with each Fund having its own investment strategy, investment adviser, expense ratio and returns, and

∘	the DCA Fixed Account for a scheduled term of six or twelve months. Assets allocated to the DCA Fixed Account are credited with a fixed rate of interest and are systematically transferred to Sub-Accounts that you select.

Annuity Phase

During the Annuity Phase, you may receive Annuity Payments under the Contract by applying your Contract Value to a payment option.

∘

Depending on the payment option you select, payments may continue for the life of one or two Annuitants or for a specified period between 10 and 30 years. The payments will remain the same throughout the Annuity Phase, unless you elect either of the Joint and 2/3 Survivor Annuity Options, which reduce payments on the death of the first Annuitant.

∘	Unless you purchased your Contract through a qualified retirement plan or individual retirement annuity (IRA), you may elect to apply part of your Contract Value to an Annuity Option, so that you are participating in both the Accumulation Phase and the Annuity Phase simultaneously.

When you elect to receive Annuity Payments, the Contract Value is applied to an Annuity Option and you may no longer be able to withdraw money at will from that portion of the Contract. If you apply your full Contract Value to an Annuity Option, the Accumulation Phase will end, the GMAB if applicable will terminate, and the Return of Purchase Payment Death Benefit will terminate.

You may elect to apply part of the Contract Value from your Non-Qualified Contract to an Annuity Option instead of your full Contract Value. If you elect to apply a portion of your Contract Value to an Annuity Option, the amount applied will be treated as a withdrawal for purposes of calculating the GMAB Amount and the Return of Purchase Payment Death Benefit. If you choose to apply part of your Contract Value to an Annuity Option, it may have adverse tax consequences.

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What are the primary features and options that the MassMutual Transitions Select II Variable Annuity offers?

•

Contract classes. This prospectus refers to the following share classes: B-share class and L-share class. Each share class is subject to different charges. The share class that you select will be identified in your Contract. The L-share class is no longer available to new sales, however, we continue to administer existing L-share class Contracts.

•

Accessing your money. During the Accumulation Phase, you may make a partial or full withdrawal of your Contract Value by submitting a partial withdrawal form or full withdrawal form acceptable to us in Good Order to our Service Center. You may also submit the requests by other means that we authorize, such as email, telephone or fax. Contact our Service Center for details.

All withdrawals are subject to the limitations described in the prospectus. Withdrawal rights during the Annuity Phase will depend on the Annuity Option selected.

•

Tax treatment. You may transfer Contract Value among Sub-Accounts without tax implications, and earnings (if any) on your investments are generally tax-deferred. You are generally taxed only when (1) you make a partial or full withdrawal; (2) you receive an Annuity Payment under the Contract; or (3) upon payment of the death benefit.

•

Death Benefit. Your Contract includes a death benefit that will pay your designated beneficiaries the greater of (1) the Contract Value, as determined as of the Close of Business on the Business Day on which we receive both due proof of death and an election of the payment method in Good Order at our Service Center, or (2) the total Purchase Payments reduced by an adjustment for any withdrawals.

Once the Annuity Phase commences, payments upon death may be available to Beneficiaries depending upon the Annuity Option elected.

•

Guaranteed Minimum Accumulation Benefit (GMAB). For Contracts applied for prior to June 12, 2017, a choice of two GMAB features was available for an additional cost. Each GMAB feature guarantees a minimum amount of Contract Value at the end of the benefit period. The two GMAB features have different benefit periods: 12-Years and 20-Years. The GMAB features are no longer available for sale. For complete information on the GMAB features, including charges and limitations, see ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit.”

•	Additional Benefits and Services. We make certain additional services available under the Contract at no additional charge:

The Separate Account Dollar Cost Averaging Program allows you to transfer a set amount from a Sub-Account to any other Sub-Account on a regular schedule. The Automatic Rebalancing Program automatically rebalances your Contract Value among your selected Sub-Accounts in order to restore your allocation to the original level. You may participate only in one Program at a time, and you may not participate in either Program if any Contract Value is allocated to the DCA Fixed Account.

The Systematic Withdrawal Program allows you to set up automatic periodic withdrawals from your Contract Value. We will take any withdrawal under this program proportionally from your Contract Value in your selected investment choices.

The Terminal Illness Withdrawal Benefit allows you to withdraw all or a portion of your Contract Value without incurring a Contingent Deferred Sales Charge (CDSC) if we receive a Written Request in Good Order that certain conditions are met.

The Nursing Home and Hospital Withdrawal Benefit allows you to withdraw all or a portion of your Contract Value without incurring a CDSC if we receive a Written Request in Good Order that you (or the Annuitant, if the Owner of the Contract is not a natural person) have been admitted to a licensed nursing care facility or an accredited hospital and certain other conditions are satisfied. See ‘‘Additional Benefits’’ for a full explanation of the required conditions.

The Terminal Illness Withdrawal Benefit and the Nursing Home and Hospital Withdrawal Benefit are not available in all states.

The prospectus and Statement of Additional Information (SAI) describe all material terms and features of your Contract. Certain non-material provisions of your Contract may be different than the general description in the prospectus and the SAI, and certain riders may not be available because of legal requirements in your state. Any such state variations will be included in your Contract or in riders or endorsements attached to your Contract. See your Contract for specific variations. Also see ‘‘Appendix H – State Variations of Certain Contract Features.’’

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Additional Information about Fees

The following tables describe the fees and expenses you will pay when buying, owning, and surrendering or making withdrawals from the Contract. Please refer to your Contract specifications page(s) for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender or make withdrawals from the Contract, or transfer Contract Value between investment options. State Premium Taxes may also be deducted.


Annual Transaction Expenses	*Maximum*	*Current*
*Contingent Deferred Sales Charge (CDSC)*⁽¹⁾	7%	7%

(1)

The CDSC percentage charged is based on the number of full years from when the purchase payment is applied to the Contract to the date it is withdrawn. See Appendix C for an example.
For a B-Share Contract those percentages are 7% (for first three years), 6% (for 4^th year), 5% (for 5^th year), 4% (for 6^th year), 3% (for 7^th year), and 0% (for 8^th year and later).
For an L-Share Contract those percentages are 7% (for first three years), 6% (for 4^th year), and 0% (for 5^th year and later).
See ‘‘Charges and Deductions – Contingent Deferred Sales Charge’’ for more information.


*Transfer Fee* During the Accumulation Phase	$20 per transfer for each additional transfer in excess of the 12 free transfers per calendar year	$0

The next table describes fees and expenses you will pay each year during the time you own the Contract, not including underlying Fund fees and expenses. If you choose to purchase an optional benefit, you will pay additional charges, as shown below.


Annual Contract Expenses	*Maximum*	*Current*
*Administrative Expenses*	$40 per Contract Year⁽¹⁾	$40 per Contract Year⁽¹⁾
*Base Contract Expenses* *(as a percentage of average account value)*
B-Share Contract	1.30%⁽²⁾	1.30%⁽²⁾
L-Share Contract	1.65%⁽²⁾⁽³⁾	1.65%⁽²⁾⁽³⁾

(1)

This represents the annual contract maintenance charge. Currently, we waive this charge if, when we are to make the deduction, your Contract Value is $100,000 or more. We assess the charge on each Contract Anniversary and when you make a full withdrawal. For Contracts issued in New York, the charge is deducted on a pro-rated basis for full withdrawals.

(2)

The Base Contract Expenses represent the sum of the mortality and expense risk charge and the administrative charge. For the B-Share Contract, the current and maximum mortality and expense risk charge is 1.15% annually and the current and maximum administrative charge is 0.15% annually. For the L-Share Contract, the current and maximum mortality and expense risk charge is 1.50% annually and the current and maximum administrative charge is 0.15% annually. These charges are a percentage of average account value in the Separate Account on an annualized basis.

(3)

After your seventh Contract Anniversary, the Base Contract Expenses for the L-Share Contract will be reduced to 1.30%.


Optional Benefit Expenses	*Maximum*	*Current*
GMAB: 12-Year Benefit	2.50% of the GMAB Amount⁽¹⁾	1.40% of the GMAB Amount⁽¹⁾
GMAB: 20-Year Benefit	2.50% of the GMAB Charge Base⁽²⁾	1.40% of the GMAB Charge Base⁽²⁾

(1)

‘‘GMAB Amount’’ refers to the minimum Contract Value guaranteed at the end of the benefit period. The GMAB Amount will be recalculated after a reset. See ‘‘GMAB Amount’’ and ‘‘The Reset Option.’’

(2)

‘‘GMAB Charge Base’’ refers to the total Purchase Payments made during the first Contract Year, adjusted by any withdrawals during the benefit period. See ‘‘GMAB Charge’’ under ‘‘20-Year Benefit.’’

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The GMAB was only available at the time you applied for the Contract. We discontinued making the GMAB available to new Contracts applied for on or after June 12, 2017.

We may change the GMAB charge at any time while you own the Contract, subject to the maximum GMAB charge. We determine, at our sole discretion, whether a change in the current charges will occur. Generally, the current charge for each GMAB will change based on current economic conditions, including interest rates and equity market volatility. This pricing structure is intended to help us provide the guarantees under the additional features.

Annual Fund Operating Expenses

The next item shows the minimum and maximum operating expenses charged by the Funds that you may pay periodically during the time that you own the Contract. A complete list of Funds available under the Contract, including their annual expenses, may be found in Appendix A.


Charge	*Minimum*	*Maximum*
Range of annual Fund operating expenses (including management fees, distribution and/or service (12b-1) fees and other expenses).⁽¹⁾	0.52%	1.74%

(1)

The Fund expenses used to prepare this item were provided to us by the Funds. We have not independently verified such information provided to us by Funds that are not affiliated with us.

The information above describes the fees and expenses you pay related to the Contract. For information on compensation we may receive from the Funds and their advisers and sub-advisers, see ‘‘General Information about Massachusetts Mutual Life Insurance Company, the Separate Account and the Investment Choices – Compensation We Receive from Funds, Advisers and Sub-Advisers.’’ For information on compensation we pay to broker-dealers selling the Contract, see ‘‘Distribution.’’

Examples

These examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Owner transaction expenses, annual Contract expenses, charges for a GMAB, and Fund fees and expenses.

Examples Using Current and Maximum Expenses (20-Year GMAB Elected)

These examples assume that you:

•	withdraw all your Contract Value at the end of each year shown,

•	do not withdraw any of your Contract Value at the end of each year shown, or

•	decide to apply your entire Contract Value to an Annuity Option at the end of each year shown and no CDSC is applied. Note the Annuity Phase is not available until five years after the Issue Date unless state law requires a shorter period.

The examples also assume:

•	that you purchase either a B-Share or L-Share Contract,

•	that the current and maximum charges shown in ‘‘Fees and Expenses’’ apply for the 20-Year GMAB,

•	that you invested $100,000 in the Contract for the time periods indicated,

•	that you allocated Contract Value to a Sub-Account that has a 5% return each year,

•	that you selected one of two Sub-Accounts – the one that invests in the Fund with the maximum operating expenses or the one that invests in the Fund with the minimum operating expenses,

•	that you made no transfers, and

•	that no Premium Taxes apply.

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Based on the above assumptions, your costs would be as shown in the following tables. Your actual costs may be higher or lower.

B-Share


	Current Expenses				Maximum Expenses
Years	1	3	5	10	1	3	5	10
If you withdraw all of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$10,740	$20,341	$28,171	$47,878	$11,840	$22,880	$32,089	$54,964
Minimum Fund operating expenses	$9,520	$16,058	$20,934	$33,789	$10,620	$19,298	$26,228	$43,807
If you do not withdraw any of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$4,780	$14,360	$23,968	$48,117	$5,540	$16,599	$27,627	$55,051
Minimum Fund operating expenses	$3,220	$9,758	$16,434	$33,789	$4,320	$12,998	$21,728	$43,807
If you decide to begin the Annuity Phase at the end of each year shown
Maximum Fund operating expenses	N/A	N/A	$23,968	$48,117	N/A	N/A	$27,627	$55,051
Minimum Fund operating expenses	N/A	N/A	$16,434	$33,789	N/A	N/A	$21,728	$43,807

We estimate that the annual contract maintenance charge under the current expenses and maximum expenses would be $0 or, as percentage, 0.00%.

L-Share


	Current Expenses				Maximum Expenses
Years	1	3	5	10	1	3	5	10
If you withdraw all of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$11,090	$22,854	$28,196	$55,764	$12,190	$23,879	$29,143	$56,541
Minimum Fund operating expenses	$9,870	$17,104	$18,169	$36,046	$10,970	$20,332	$23,424	$45,987
If you do not withdraw any of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$5,890	$17,579	$29,143	$56,541	$5,890	$17,579	$29,143	$56,541
Minimum Fund operating expenses	$3,570	$10,804	$18,169	$36,046	$4,670	$14,032	$23,424	$45,987
If you decide to begin the Annuity Phase at the end of each year shown
Maximum Fund operating expenses	N/A	N/A	$29,143	$56,541	N/A	N/A	$29,143	$56,541
Minimum Fund operating expenses	N/A	N/A	$18,169	$36,046	N/A	N/A	$23,424	$45,987

We estimate that the annual contract maintenance charge under the current expenses and maximum expenses would be $0 or, as percentage, 0.00%.

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Examples Using Current and Maximum Expenses (12-Year GMAB Elected)

These examples assume that you:

•	withdraw all your Contract Value at the end of each year shown,

•	do not withdraw any of your Contract Value at the end of each year shown, or

•	decide to apply your entire Contract Value to an Annuity Option at the end of each year shown and no CDSC is applied. Note the Annuity Phase is not available until five years after the Issue Date unless state law requires a shorter period.

The examples also assume:

•	that you purchase either a B-Share or L-Share Contract,

•	that you elected the GMAB with the 12-Year Benefit and do not reset,

•	that the current and maximum charges shown in ‘‘Fees and Expenses’’ apply for the 12-Year GMAB,

•	that you invested $100,000 in the Contract for the time periods indicated,

•	that you allocated Contract Value to a Sub-Account that has a 5% return each year,

•	that you selected one of two Sub-Accounts – the one that invests in the Fund with the maximum operating expenses or the one that invests in the Fund with the minimum operating expenses,

•	that you made no transfers, and

•	that no Premium Taxes apply.

Based on the above assumptions, your costs would be as shown in the following tables. Your actual costs may be higher or lower.

B-Share


	Current Expenses				Maximum Expenses
Years	1	3	5	10	1	3	5	10
If you withdraw all of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$10,740	$21,838	$31,070	$53,847	$11,840	$22,880	$32,089	$54,964
Minimum Fund operating expenses	$9,520	$16,058	$20,934	$33,789	$10,620	$19,298	$26,228	$43,807
If you do not withdraw any of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$5,540	$16,570	$27,533	$54,621	$5,540	$16,599	$27,627	$55,051
Minimum Fund operating expenses	$3,220	$9,758	$16,434	$33,789	$4,320	$12,998	$21,728	$43,807
If you decide to begin the Annuity Phase at the end of each year shown
Maximum Fund operating expenses	N/A	N/A	$27,533	$54,621	N/A	N/A	$27,627	$55,051
Minimum Fund operating expenses	N/A	N/A	$16,434	$33,789	N/A	N/A	$21,728	$43,807

We estimate that the annual contract maintenance charge under the current expenses and maximum expenses would be $0 or, as percentage, 0.00%.

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L-Share


	Current Expenses				Maximum Expenses
Years	1	3	5	10	1	3	5	10
If you withdraw all of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$11,090	$22,854	$28,196	$55,764	$12,190	$23,879	$29,143	$56,541
Minimum Fund operating expenses	$9,870	$17,104	$18,169	$36,046	$10,970	$20,332	$23,424	$45,987
If you do not withdraw any of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$5,890	$17,579	$29,143	$56,541	$5,890	$17,579	$29,143	$56,541
Minimum Fund operating expenses	$3,570	$10,804	$18,169	$36,046	$4,670	$14,032	$23,424	$45,987
If you decide to begin the Annuity Phase at the end of each year shown
Maximum Fund operating expenses	N/A	N/A	$29,143	$56,541	N/A	N/A	$29,143	$56,541
Minimum Fund operating expenses	N/A	N/A	$18,169	$36,046	N/A	N/A	$23,424	$45,987

We estimate that the annual contract maintenance charge under the current expenses and maximum expenses would be $0 or, as percentage, 0.00%.

Examples Using Current and Maximum Expenses (No GMAB Elected)

These examples assume that you:

•	withdraw all your Contract Value at the end of each year shown,

•	do not withdraw any of your Contract Value at the end of each year shown, or

•	decide to apply your entire Contract Value to an Annuity Option at the end of each year shown and no CDSC is applied. Note the Annuity Phase is not available until five years after the Issue Date unless state law requires a shorter period.

The examples also assume:

•	that you purchase either a B-Share or L-Share Contract,

•	that you did not elect a GMAB, which would include additional charges on your Contract,

•	that you invested $100,000 in the Contract for the time periods indicated,

•	that you allocated Contract Value to a Sub-Account that has a 5% return each year,

•	that you selected one of two Sub-Accounts – the one that invests in the Fund with the maximum operating expenses or the one that invests in the Fund with the minimum operating expenses,

•	that you made no transfers, and

•	that no Premium Taxes apply.

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Based on the above assumptions, your costs would be as shown in the following tables. Your actual costs may be higher or lower.

B-Share


	Current Expenses				Maximum Expenses
Years	1	3	5	10	1	3	5	10
If you withdraw all of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$9,340	$15,600	$20,308	$33,226	$9,340	$15,600	$20,308	$33,226
Minimum Fund operating expenses	$8,120	$11,935	$14,197	$21,038	$8,120	$11,935	$14,197	$21,038
If you do not withdraw any of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$3,040	$9,300	$15,808	$33,226	$3,040	$9,300	$15,808	$33,226
Minimum Fund operating expenses	$1,820	$5,635	$9,697	$21,038	$1,820	$5,635	$9,697	$21,038
If you decide to begin the Annuity Phase at the end of each year shown
Maximum Fund operating expenses	N/A	N/A	$15,808	$33,226	N/A	N/A	$15,808	$33,226
Minimum Fund operating expenses	N/A	N/A	$9,697	$21,038	N/A	N/A	$9,697	$21,038

We estimate that the annual contract maintenance charge under the current expenses and maximum expenses would be $0 or, as percentage, 0.00%.

L-Share


	Current Expenses				Maximum Expenses
Years	1	3	5	10	1	3	5	10
If you withdraw all of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$9,690	$16,635	$17,505	$35,307	$9,690	$16,635	$17,505	$35,307
Minimum Fund operating expenses	$8,470	$12,996	$11,482	$23,393	$8,470	$12,996	$11,482	$23,393
If you do not withdraw any of your Contract Value at the end of each year shown
Maximum Fund operating expenses	$3,390	$10,335	$17,505	$35,307	$3,390	$10,335	$17,505	$35,307
Minimum Fund operating expenses	$2,170	$6,696	$11,482	$23,393	$2,170	$6,696	$11,482	$23,393
If you decide to begin the Annuity Phase at the end of each year shown
Maximum Fund operating expenses	N/A	N/A	$17,505	$35,307	N/A	N/A	$17,505	$35,307
Minimum Fund operating expenses	N/A	N/A	$11,482	$23,393	N/A	N/A	$11,482	$23,393

We estimate that the annual contract maintenance charge under the current expenses and maximum expenses would be $0 or, as percentage, 0.00%.

The examples should not be considered a representation of past or future expenses. Your actual expenses may be higher or lower than those shown in the examples. The assumed 5% annual rate of return is purely hypothetical. Actual returns may be greater or less than the assumed hypothetical return.

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Principal Risks of Investing in the Contract

There are risks associated with investing in the Contract. You can lose money in a variable annuity, including potential loss of your original investment. The value of your investment and any returns will depend on the performance of the Funds you select. Each Fund may have its own unique risks. You bear the risk of any decline in your Contract Value resulting from the poor performance of the Funds you have selected.

Variable annuities are not a short-term investment vehicle. The CDSC may apply for a number of years, so the Contract should only be purchased for the long-term. Under some circumstances, you may receive less than the sum of your Purchase Payments. In addition, full or partial withdrawals will be subject to income tax to the extent that they consist of earnings and may be subject to a 10% additional income tax if taken before age 59½. Accordingly, you should carefully consider your income and liquidity needs before purchasing a Contract. Additional information about these risks appear in ‘‘Important Information You Should Consider About the MassMutual Transitions Select II Variable Annuity,’’ ‘‘Withdrawals,’’ and ‘‘Taxes.’’

Investment Risk. You bear the risk of any decline in the Contract Value caused by the performance of the Funds held by the Sub-Accounts. Those Funds could decline in value very significantly, and there is a risk of loss of your entire amount invested. The risk of loss varies with each Fund. The investment risks are described in the prospectuses for the Funds.

Investment Restrictions Risks. The optional GMAB rider restricts your choice of available Funds. These restrictions are intended to protect us financially, in that they reduce the likelihood that we will have to pay guaranteed benefits under the rider from our own assets. These restrictions could result in an opportunity cost – in the form of Funds that you did not invest in that ultimately might generate superior investment performance. Thus, you should consider these restrictions when deciding whether to elect the GMAB.

Risk Associated With Election of GMAB. The GMAB includes several requirements that must be adhered to in order to preserve and maximize the guarantees we offer under the benefit. If you fail to adhere to these requirements, that may diminish the value of the benefit and even possibly cause termination of the benefit. In addition, it is possible that you will pay fees for the GMAB without receiving a GMAB credit at the end of the benefit period. Withdrawals will negatively impact your GMAB Amount. Any Purchase Payments made after the first Contract year or after a reset will increase your Contract Value, but will not increase your GMAB Amount.

Insurance Company Insolvency. It is possible that we could experience financial difficulty in the future and even become insolvent, and therefore unable to provide all of the guarantees and benefits that we promise that exceed the value of the assets in the Separate Account. Similarly, if we experience financial difficulty, it could interfere with our ability to fulfill our obligations under the DCA Fixed Account and other General Account obligations.

Tax Consequences. Withdrawals are generally taxable to the extent of any earnings in the Contract, and prior to age 59½ an additional income tax may apply. In addition, even if the Contract is held for years before any withdrawal is made, withdrawals are taxable as ordinary income rather than capital gains. Earnings for this purpose consist of Contract Value in excess of your after-tax investment in the Contract.

Cybersecurity and Certain Business Continuity Risks. Our operations support complex transactions and are highly dependent on the proper functioning of information technology and communication systems. Any failure of or gap in the systems and processes necessary to support complex transactions and avoid systems failure, fraud, information security failures, processing errors, cyber intrusion, loss of data and breaches of regulation may lead to a materially adverse effect on our results of operations and corporate reputation. In addition, we must commit significant resources to maintain and enhance our existing systems in order to keep pace with applicable regulatory requirements, industry standards and customer preferences. If we fail to maintain secure and well-functioning information systems, we may not be able to rely on information for product pricing, compliance obligations, risk management and underwriting decisions. In addition, we cannot assure investors or consumers that interruptions, failures or breaches in security of these processes and systems will not occur, or if they do occur, that they can be timely detected and remediated. The occurrence of any of these events may have a materially adverse effect on our businesses, results of operations and financial condition.

For additional detail regarding cybersecurity and related risks, please see “Other Information – Computer System, Cybersecurity, and Service Disruption Risks” in this prospectus.

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General Information about Massachusetts Mutual Life Insurance Company, the Separate Account and the Investment Choices

The Company

MassMutual and its domestic life insurance subsidiaries provide individual and group life insurance, disability insurance, individual and group annuities and guaranteed interest contracts to individual and institutional customers in all 50 states of the U.S., the District of Columbia and Puerto Rico. Products and services are offered primarily through MassMutual’s distribution channels: MassMutual Financial Advisors, MassMutual Strategic Distributors, Institutional Solutions and Worksite.

MassMutual is organized as a mutual life insurance company. MassMutual’s home office is located at 1295 State Street, Springfield, Massachusetts 01111-0001.

Financial Condition of the Company

We use General Account assets for many purposes, including to pay death benefits, Annuity Payments, withdrawals and transfers from fixed account investment choices and to pay amounts we provide to you through any elected additional feature that are in excess of your Contract Value allocated to the Separate Account. Any amounts that we may be obligated to pay under the Contract in excess of Contract Value are subject to our financial strength and claims-paying ability and our long-term ability to make such payments. The assets of the Separate Account, however, are also available to cover the liabilities of our General Account, but only to the extent they exceed our liabilities under the Contract and other contracts we issue that are funded by the Separate Account.

We issue other types of insurance policies and financial products as well, and we pay our obligations under those products from our assets in the General Account.

As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet the contractual obligations of our General Account to our insurance policies and financial products. We monitor our reserves so that we hold sufficient amounts to cover actual or expected Contract and claims payments. In addition, we hedge our investments in our General Account and may require that purchasers of certain of our variable insurance products allocate Purchase Payments and Contract Value according to specified investment requirements. Even with these safeguards in place, there are risks to purchasing any insurance product and there is no guarantee that we will always be able to meet our claims-paying obligations.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion if the insurer suffers a financial setback because of the inherent risks in the insurer’s operations. These risks include losses that we may incur as the result of defaults on the payment of interest or principal on our General Account assets – e.g., bonds, mortgages, general real estate investments, and stocks – as well as the loss in market value of these investments.

We continue to evaluate our investment portfolio to mitigate market risk and actively manage the investment in that portfolio.

The MassMutual financial information in the SAI includes a more detailed discussion of the risks inherent in our General Account assets. We encourage both existing and prospective Owners to read and understand our financial statements.

The Separate Account

We established Massachusetts Mutual Variable Annuity Separate Account 4 (Separate Account) as a separate account under Massachusetts law on July 9, 1997. The Separate Account is registered with the SEC as a unit investment trust under the 1940 Act.

The Separate Account holds the assets that underlie the Contracts (and certain other contracts that we issue), except any assets allocated to our General Account. We keep the Separate Account assets separate from the assets of our General Account and other separate accounts. The Separate Account is divided into Sub-Accounts, each of which invests exclusively in a single Fund.

We own the assets of the Separate Account. We credit gains to, or charge losses against, the Separate Account, whether or not realized, without regard to the performance of other investment accounts. The Separate Account’s assets may not be used to pay any of our liabilities other than those arising from the Contracts (or other contracts that we issue and that are funded by the Separate Account). If the Separate Account’s assets exceed the required reserves and other liabilities, we may transfer the excess to our General Account. The obligations of the Separate Account are not our generalized obligations and will be satisfied solely by the assets of the Separate Account. We are obligated to pay all amounts promised to investors under the Contract.

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We reserve the right, subject to compliance with applicable federal securities laws and regulations and any other federal or state law, to make certain changes to the structure and operation of the Separate Account, including, among other things:

•	eliminate, combine or add Sub-Accounts;

•	combine the Separate Account or any Sub-Account(s) with one or more different separate account(s) or Sub-Account(s);

•	close existing Sub-Accounts to allocations of new Purchase Payments and Contract Value by current or new Owners;

•	transfer assets of the Separate Account or any Sub-Account that we may determine to be associated with the class of contracts in which the Contract belongs to another separate account or Sub-Account;

•	operate the Separate Account as a management investment company under the 1940 Act, or as any other form permitted by law;

•	add or remove Funds or Fund classes in which the Sub-Accounts invest; and

•	substitute a new Fund for a Fund in which a Sub-Account currently invests (new or substitute Funds may have different fees and expenses).

In the event we exercise these rights, we will provide Written Notice to the Owner(s).

The DCA Fixed Account

We offer one fixed account as an investment choice under the Contract: a fixed account for dollar cost averaging (the DCA Fixed Account). Purchase Payments allocated to the DCA Fixed Account become part of our General Account which supports insurance and annuity obligations. The DCA Fixed Account is not available for Contracts issued in New York.

If you are participating in the DCA Fixed Account, the following other features are not available to you: the Automatic Rebalancing Program, the Separate Account Dollar Cost Averaging Program, Automatic Investment Plan, and the GMAB.

Description

The DCA Fixed Account is a fixed account from which assets are systematically transferred to any Sub-Account(s) you select. During the Accumulation Phase, you may choose to have your Purchase Payments allocated to the DCA Fixed Account for the period of the DCA Fixed Account term (the DCA Term). Your election must be in writing.

DCA Term

The scheduled term for the DCA Fixed Account will be for either six or twelve months beginning with the receipt of a new Purchase Payment. You may elect only one DCA Term at any time.

To the extent permitted by law, we reserve the right to change the duration of the DCA Term offered in the future. We reserve the right to reject Purchase Payments into the DCA Fixed Account and discontinue offering the DCA Fixed Account. We will exercise these rights to respond to changes in any of the following: (1) market or economic conditions, (2) regulatory requirements, (3) current and future anticipated expenses, (4) unfavorable mortality experience, or (5) our financial condition. If we exercise these rights, we will do so in the same manner for all Owners, and we will provide Owners with prior Written Notice of any change in procedures related to the duration of the DCA Term, our refusal of Purchase Payments into the DCA Fixed Account or a decision to discontinue offering the DCA Fixed Account.

If you make a partial withdrawal during a DCA Term, such withdrawal will be made from the Sub-Accounts and the DCA Fixed Account in the ratio that your value in each Sub-Account and the DCA Fixed Account bears to your Contract Value, unless you direct us otherwise. Partial withdrawals from the DCA Fixed Account are calculated on a first-in, first-out basis, which means the oldest Purchase Payments are withdrawn first. A partial withdrawal during a DCA Term will reduce the amount available for dollar cost averaging by the amount of the withdrawal taken from the DCA Fixed Account.

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Your DCA Term will terminate:

•	if you withdraw the total Contract Value;

•	upon payment of the death benefit;

•	on your Annuity Date if you elect to make an allocation to the DCA Fixed Account, but your Annuity Date will occur prior to the end of that scheduled DCA Term;

•	if you apply your entire Contract Value to an Annuity Option; or

•	if we receive from you a Written Request or request over the telephone to terminate the program at our Service Center prior to the next transfer date.

How to Participate in the DCA Fixed Account

You can elect the DCA Fixed Account at the time your Contract is issued or at a later date by submitting a Written Request and applying a Purchase Payment of at least $5,000 to a DCA Term. There is no charge for participating in dollar cost averaging from the DCA Fixed Account. You cannot transfer current Contract Value into the DCA Fixed Account.

You may apply additional Purchase Payments to the current DCA term; however, those additional Purchase Payments will be added to the amount in the current DCA Term and will participate only in the remaining period of the current DCA Term.

DCA Transfers

Scheduled DCA Fixed Account transfers cannot be changed and no transfers may be made from the DCA Fixed Account before the expiration of the DCA Term. DCA Fixed Account transfer payments will be made on the scheduled transfer payment dates. If a scheduled transfer payment date is not a Business Day, the transfer will be made on the next Business Day. However, the Sub-Accounts to which the DCA Fixed Account transfers are made can be changed.

DCA Interest Rate

We periodically set the interest rate we credit to the DCA Fixed Account for a new DCA Term; however, the interest rate in effect on the date your DCA Term begins is the interest rate we will credit for your entire DCA Term. The interest rate we credit will not be less than the minimum rate allowed by the state in which we issue your Contract. Contact our Service Center for the current interest rate.

Suspension or Deferral of Payments

We reserve the right to suspend or postpone payments for a withdrawal or transfer from the DCA Fixed Account for a period of up to six months, subject to state insurance department approval, if applicable.

The Funds

Information about each Fund, including its name, type or investment objective, investment adviser(s), expenses and performance is available in an appendix to this Prospectus. See ‘‘Appendix A – Funds Available Under the Contract.’’ There is no assurance that any of the Funds will achieve their stated objectives.

These Funds are only available to insurance company separate accounts and qualified retirement plans, are not available for purchase directly by the general public, and are not the same as other mutual fund portfolios with very similar or nearly identical names and investment goals and policies that are sold directly to the public. While a Fund may have many similarities to these other publicly available mutual funds, you should not expect the investment results of the Fund to be the same as the investment results of those publicly available mutual funds. We do not guarantee or make any representation that the investment results of the Funds will be comparable to the investment results of any other mutual fund, even a mutual fund with the same investment adviser or manager.

The prospectus for each Fund contains more detailed information about the Fund. You may obtain copies of the Fund prospectuses by contacting our Service Center. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the full Fund prospectus.

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Addition, Removal, Closure, or Substitution of Funds

We have the right to change the Funds offered through the Contract, but only as permitted by law. If the law requires, we will also get your approval and the approval of any appropriate regulatory authorities. Changes may only impact certain Owners. Examples of possible changes include: adding new Funds or fund classes; removing existing Funds or fund classes; closing existing Funds or fund classes; or substituting a Fund with a different Fund. New or substitute Funds may have different fees and expenses. We will not add, remove, close or substitute any shares attributable to your interest in a Sub-Account without notice to you and prior approval of the SEC, to the extent required by applicable law. We reserve the right to transfer Separate Account assets to another separate account that we determine to be associated with the class of contracts to which your Contract belongs.

Conflicts of Interest

The Funds available with the Contract may also be available to registered separate accounts offering variable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the Separate Account and other separate accounts of MassMutual. Although we do not anticipate any disadvantages to this, it is possible that a material conflict may arise between the interests of the Separate Account and one or more of the other separate accounts participating in the Funds. A conflict may occur, for example, as a result of a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of the Owners and payees and those of other insurance companies, or some other reason. In the event of a conflict of interest, we will take steps necessary to protect Owners and payees, including withdrawing the Separate Account from participation in the Funds involved in the conflict or substituting shares of other funds.

We do not recommend or endorse any particular Fund, and we do not provide investment advice. You are responsible for choosing the Funds, and the amounts allocated to each, that are appropriate for your own individual circumstances and your investment goals, financial situation, and risk tolerance. You bear the risk of any decline in your Contract Value resulting from the performance of the Funds that you choose.

Selection of Funds

When we select the Funds offered through the Contract, we consider various factors, including, but not limited to, asset class coverage, the strength of the adviser’s or sub-adviser’s reputation and tenure, brand recognition, performance, and the capabilities and qualifications of each investment firm. We may also consider whether the Fund, its service providers (e.g., the investment adviser or sub-advisers), or its affiliates will make payments to us or our affiliates in connection with certain administrative, marketing, and support services, or whether affiliates of the Fund can provide marketing and distribution support for sales of the Contracts. (For additional information on these arrangements, see the section below entitled ‘‘Compensation We Receive from Funds, Advisers and Sub-Advisers.’’) We review the Funds periodically and may remove a Fund or limit its availability to new Purchase Payments and/or transfers of Contract Value if we determine that a Fund no longer satisfies one or more of the selection criteria, and/or if the Fund has not attracted significant allocations from Owners.

Compensation We Receive from Funds, Advisers and Sub-Advisers

Compensation We Receive from Advisers and Sub-Advisers

We and certain of our insurance affiliates receive compensation from the advisers and sub-advisers to some of the Funds. We may use this compensation to pay expenses that we incur in promoting, issuing, distributing and administering the Contract, and in providing services on behalf of the Funds in our role as intermediary to the Funds. The amount of this compensation is determined by multiplying a specified annual percentage rate by the average net assets held in that Fund that are attributable to the variable annuity and variable life insurance products issued by us and our affiliates that offer the particular Fund (MassMutual’s variable contracts). These percentage rates differ, but currently do not exceed 0.25%. Some advisers and sub-advisers pay us more than others; some do not pay us any such compensation.

The compensation may not be reflected in a Fund’s expenses because this compensation may not be paid directly out of a Fund’s assets. These payments also may be derived, in whole or in part, from the advisory fee deducted from Fund assets. Owners, through their indirect investment in the Funds, bear the costs of these advisory fees (see the Funds’ prospectuses for more information).

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In addition, we may receive fixed dollar payments from the advisers and sub-advisers to certain funds so that the adviser and sub-adviser can participate in sales meetings conducted by MassMutual. Attending such meetings provides advisers and sub-advisers with opportunities to discuss and promote their funds. For a list of the Funds whose advisers and sub-advisers currently pay such compensation, visit www.MassMutual.com/legal/compensation-arrangements or call our Service Center.

Compensation We Receive from Funds

We and certain of our affiliates also receive compensation from certain Funds pursuant to Rule 12b-1 under the 1940 Act. This compensation is paid out of the Fund’s assets and may be as much as 0.25% of the average net assets of an underlying Fund which are attributable to MassMutual’s variable contracts. An investment in a Fund with a 12b-1 fee will increase the cost of your investment in the Contract.

Voting Rights

We are the legal owner of the Fund shares. When a Fund solicits proxies in conjunction with a vote of shareholders, we are required to obtain, from you and other Owners, instructions as to how to vote those shares.

When we receive those instructions, we will vote all the shares for which we do not receive voting instructions in proportion to those instructions. This will also include any shares that we own on our own behalf. This may result in a small number of Owners controlling the outcome of a vote. If we determine that we are no longer required to vote shares in accordance with Owner instructions, we will vote the shares in our own right.

During the Accumulation Phase, we determine the number of shares you may vote by dividing your Contract Value in each Fund by $100, including fractional shares. You do not have any voting rights during the Annuity Phase.

We may, when required by state insurance regulatory authorities, disregard voting instructions, if such instructions would require shares to be voted so as to cause a change in the sub-classification or investment objective of a Fund or to approve or disapprove an investment advisory contract for the Fund. In addition, we may disregard voting instructions that would require a change in the investment policy or investment adviser of one or more of the available Funds. Our disapproval of such change must be reasonable and based on a good faith determination that the change would be contrary to state law or otherwise inappropriate, considering the Fund’s objectives and purpose. If we disregard Owner voting instructions, we will advise Owners of our action and the reasons for such action.

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Charges and Deductions

This section describes the charges and deductions we make under the Contract to compensate us for the services and benefits we provide, costs and expenses we incur and risks we assume. We may profit from the charges deducted and we may use any such profits for any purpose, including payment of marketing and distribution expenses. These charges and deductions reduce the return on your investment in the Contract.

Insurance Charges

Each Business Day we deduct our insurance charges from the assets of the Separate Account. This charge is calculated based on a percentage of the daily value of the assets invested in each Fund, after Fund expenses are deducted. We do this as part of our calculation of the value of the Accumulation Units and the Annuity Units. The insurance charge has two parts: (1) the mortality and expense risk charge and (2) the administrative charge.

Mortality and Expense Risk Charge

The mortality and expense risk charge is for:

•

the mortality risk associated with the insurance benefits provided, including our obligation to make Annuity Payments after the Annuity Date regardless of how long all Annuitants live, the death benefits, and the guarantee of rates used to determine your Annuity Payments during the Annuity Phase; and

•	the expense risk that the current charges will be insufficient to cover the actual cost of administering the Contract.


Mortality and Expense Risk Charge
	*When Charge is Deducted*	*Current (annual rate)*	*Maximum (annual rate)*
B-Share	Daily as a percentage of the daily value of the assets invested in each Sub-Account	1.15%	1.15%
L-Share	Daily as a percentage of the daily value of the assets invested in each Sub-Account	1.50%⁽¹⁾	1.50%⁽¹⁾

(1)

After your seventh Contract Anniversary, the mortality and expense risk charge will be reduced to 1.15%. Note your share class will not change nor will your CDSC schedule assigned to each Purchase Payment. The B-Share will retain the seven year CDSC schedule. The L-Share will retain the four year CDSC schedule.

For all Contracts, if the amount of the charge is more than sufficient to cover the mortality and expense risk, we will make a profit on the charge. We may use this profit for any purpose, including the payment of marketing and distribution expenses for the Contract. If the mortality and expense risk charge is not sufficient to cover the mortality and expense risk, we will bear the loss.

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Administrative Charge

This charge reimburses us for the expenses associated with the administration of the Contract and the Separate Account. Some of these expenses are: preparation of the Contract, confirmations, annual reports and statements, maintenance of Contract records, personnel costs, legal and accounting fees, filing fees, and computer and systems costs.


Administrative Charge
	*When Charge is Deducted*	*Current (annual rate)*	*Maximum (annual rate)*
B-Share	Daily as a percentage of the daily value of the assets invested in each Sub-Account	0.15%	0.15%
L-Share	Daily as a percentage of the daily value of the assets invested in each Sub-Account	0.15%	0.15%

Annual Contract Maintenance Charge

This charge reimburses us for the costs of maintaining the Contract. We will deduct the annual contract maintenance charge proportionately from the Sub-Account(s) you have selected.


Annual Contract Maintenance Charge
*Contract Value at Time* *Charge is Deducted*	*When Charge is Deducted*	*Current*	*Maximum*
Less than $100,000	On each Contract Anniversary and full withdrawal (For Contracts issued in New York, the charge is deducted on a pro-rated basis for full withdrawals).	$40	$40
$100,000 or more	Not applicable	$ 0	$ 0

For Contracts issued in New York, when you make a full withdrawal we will assess a pro-rated charge based on the ratio of (a) the total calendar days elapsed since the last Contract Anniversary and (b) the total calendar days in the Contract Year.

Transfer Fee

Although there is currently no charge to transfer Contract Value among the Sub-Accounts, the Company reserves the right to charge $20 per transfer in excess of 12 during a single Contract Year. The Company will exercise this right if a significant increase in transfer activity by Owners leads to an increase in costs to administer the Contract.


Transfer Fee
	*When Charge is Deducted*	*Current*	*Maximum*
During Accumulation Phase Only	Upon each transfer	$0	$20 per transfer for each additional transfer in excess of the 12 free transfers per calendar year

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Contingent Deferred Sales Charge (CDSC)

We do not deduct a sales charge when we receive a Purchase Payment. However, we may assess a CDSC for withdrawals that exceed the free withdrawal amount, but not against earnings that you withdraw. We use this charge to cover certain expenses relating to the sale of the Contract. The charge is a percentage of the Purchase Payments you withdraw that exceed the free withdrawal amount.

If we assess a CDSC, we will deduct it from the amount you withdraw.

Each Purchase Payment has its own CDSC schedule. The amount of the charge depends on the length of time between the date Purchase Payments were applied and the date of withdrawal. To determine if a CDSC applies, we process withdrawals as follows:

•	first from earnings (Contract Value less Purchase Payments not previously withdrawn);

•	then from Purchase Payments no longer subject to a CDSC according to the CDSC schedule for each share class;

•	then from the free withdrawal amount or the amounts attributable to any CDSC waivers (taken from Purchase Payments not previously withdrawn in the order they were received with the oldest Purchase Payment first); and

•	then from Purchase Payments not previously withdrawn in the order they were received with the oldest Purchase Payment being first.

You elect a Contract share class (B-Share or L-Share) when we issue the Contract. You cannot select a different share class after your Contract is issued. Each Purchase Payment for a B-Share class and each Purchase Payment for an L-Share class will have the following CDSC schedule, respectively.


CDSC – B-Share
*Number of full Years from Application* *of each Purchase Payment*	*CDSC (as a percentage of* *Purchase Payment withdrawn)*
0	7%
1	7%
2	7%
3	6%
4	5%
5	4%
6	3%
7 and later	0%


CDSC – L-Share
*Number of full Years from Application* *of each Purchase Payment*	*CDSC (as a percentage of* *Purchase Payment withdrawn)*
0	7%
1	7%
2	7%
3	6%
4 or later	0%

See ‘‘Appendix C – Contingent Deferred Sales Charge (CDSC) Example.’’

In addition to the free withdrawals described later in this section, we will not impose a CDSC under the following circumstances.

•	Upon payment of the death benefit.

•

On amounts withdrawn as RMDs to the extent they exceed the free withdrawal amount. In order to qualify for this exception, you must be participating in a systematic withdrawal program established for the payment of RMDs, under which the annual RMD is calculated by us, based solely on the fair market value of the Contract (RMD program).

If you choose to take withdrawals to satisfy your RMD for the Contract outside of our RMD program, or if you choose to take withdrawals from the Contract to satisfy your RMDs for other qualified assets, CDSC may apply.

•	Upon application of all or a portion of the Contract Value to any Annuity Option.

•	If you redeem excess contributions from a plan qualifying for special income tax treatment. These types of plans are referred to as Qualified Plans, including Individual Retirement Annuities (IRAs). We look to the Internal Revenue Code for the definition and description of excess contributions.

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•

Under a replacement program offered by us, when the Contract is exchanged for another variable annuity contract issued by us or one of our affiliated insurance companies, of the type and class which we determine is eligible for such an exchange. A CDSC may apply to the contract received in the exchange. A reduced CDSC schedule may apply under the Contract if another variable annuity contract issued by us or one of our affiliated insurance companies is exchanged for the Contract. Exchange programs may not be available in all states. If you want more information about our current exchange programs, contact your registered representative or us at our Service Center.

•	If you are eligible for waiver of the CDSC due to your election of the Nursing Home and Hospital Withdrawal Benefit or the Terminal Illness Withdrawal Benefit described in ‘‘Additional Benefits.’’

•	If you apply your entire Contract Value to purchase a single premium immediate life annuity or a fixed deferred annuity issued by us or one of our affiliates, subject to certain restrictions.

•	On distributions required to be made to a Beneficiary under IRC Section 72(s), to the extent that they exceed the free withdrawal amount. See ‘‘Ownership – Non-Qualified Beneficiary Annuity’’ for more information.

•	On any withdrawals made or amounts applied to an Annuity Option when you reach the latest permitted Annuity Date for your Contract.

Free Withdrawal Amount

The free withdrawal amount is an amount you may withdraw that is not subject to the CDSC. For the first Contract Year, you may withdraw up to 10% of the initial Purchase Payment applied on the Issue Date, reduced by any free withdrawal amount(s) previously taken during that Contract Year. For each subsequent Contract Year, you may withdraw up to 10% of your total Purchase Payments still subject to a CDSC as of the previous Contract Anniversary, reduced by any free withdrawal amount(s) previously taken during such Contract Year. Any withdrawals taken during a previous Contract Year may result in an adjustment of the free withdrawal amount available. See ‘‘Appendix D – Free Withdrawal Amount Examples.’’ Any Purchase Payments you make after your Contract Anniversary in a Contract Year will not be included in the calculation of the free withdrawal amount for that Contract Year.

Any unused free withdrawal amount(s) during any particular Contract Year may not be carried over to any succeeding Contract 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 may deduct them from the Purchase Payments or Contract Value, or we may adjust the annuity rates for Premium Tax assessed. Some of these taxes are due when your Contract is issued, others are due when Annuity Payments begin. Premium Taxes generally range from 0% to 3.5%, depending on the state.

Income Taxes

We will deduct from the Contract any income taxes which we incur because of the operation of the Separate Account. We will deduct any withholding taxes required by law.

Fund Expenses

The Separate Account purchases shares of the Funds at net asset value. The net asset value of each Fund reflects investment management fees and other expenses already deducted from the assets of the Fund. In addition, one or more of the Funds available as an investment choice may pay a distribution fee out of the Fund’s assets to us known as a 12b-1 fee. Any investment in one or more of the Funds with a 12b-1 fee will increase the cost of your investment in the Contract. Please refer to the Fund prospectuses for more information regarding these expenses.

Guaranteed Minimum Accumulation Benefit (GMAB) Charge

If you elected a GMAB feature at the time you purchased your Contract, we deduct an additional charge from your Contract Value. The charge for a GMAB is in addition to other standard Contract fees and expenses you are assessed. The current charge for the 12-Year GMAB is 1.40% annually of the GMAB Amount and the current charge for the 20-Year GMAB is 1.40% annually of the GMAB Charge Base.

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The maximum charge for the 12-Year GMAB is 2.50% of the GMAB Amount and the maximum charge for the 20-Year GMAB is 2.50% of the GMAB Charge Base. The ‘‘GMAB Amount’’ refers to the minimum Contract Value guaranteed at the end of the benefit period. The GMAB Amount will be recalculated after a reset. See ‘‘GMAB Amount’’ and ‘‘The Reset Option’’ in ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit – 12-Year Benefit.’’ The ‘‘GMAB Charge Base’’ refers to the total Purchase Payments made during the first Contract Year, adjusted by any withdrawals during the benefit period. See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit – 20-Year Benefit – GMAB Charge.’’

The GMAB charges shown are annualized. We may change the GMAB charge at any time while you own the Contract, including upon reset of the GMAB Amount for the 12-Year GMAB, subject to the maximum GMAB charge. We will notify you in advance by Written Notice if we change the GMAB charge.

Ownership

Owner

In this prospectus, ‘‘you’’ and ‘‘your’’ refer to the Owner of the Contract. The Owner is named at the time you apply for a Contract. The Owner can be an individual or non-natural person (e.g., a corporation, limited liability company, partnership or certain other entities). The Owner must be at least the Age of majority in the state the Contract is issued, and may not be older than Age 75 on the Issue Date. The maximum issue Age for the Contract and certain of its additional features may be reduced in connection with the offer of the Contract through certain broker-dealers. You should discuss this with your registered representative. See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit’’ for Age limits applicable to that feature.

If your Contract is non-qualified and owned by a non-natural person, the Contract will generally not be treated as an annuity for tax purposes. This means that gain in the Contract will be taxed each year while the Contract is in the Accumulation Phase. This treatment is not generally applied to a Contract held by a trust or other entity as an agent for a natural person. Before purchasing a Contract to be owned by a non-natural person or before changing ownership on an existing Contract that will result in it being owned by a non-natural person, you should consult a tax adviser to determine the tax impact. See ‘‘Taxes – Non-Natural Owner.’’

As the Owner of the Contract, you exercise all rights under the Contract. On or after the Annuity Date, you continue as the Owner. You may change the Owner of a Non-Qualified Contract, other than a Contract held as a Non-Qualified Beneficiary Annuity, at any time by Written Request. Except for Contracts issued in California or New York, you may not change the Owner(s) without our approval. We will refuse or accept any requested change on a non-discriminatory basis.

The change will take effect on the date the Written Request is signed, unless you specify otherwise. We will not be liable for any payment made or action taken prior to our receipt and approval of the Written Request. A change of Owner that we allow will automatically revoke any prior designation of Owner. Changing the Owner may result in tax consequences. See ‘‘Taxes – Tax Treatment of Assignments’’ for more information.

Contracts under qualified plans generally must be held by the plan sponsor or plan trustee. Except for Keogh plans and Individual Retirement Annuities (IRAs), an individual cannot be the Owner of a Contract held to fund a qualified plan. Therefore, the individuals covered by the qualified plan have no ownership rights.

Joint Owner

The Contract can be owned by Joint Owners. However, the Contract cannot be jointly owned if it is a Qualified Contract, a Non-Qualified Beneficiary Annuity, an Owner is a non-natural person, or by more than two individuals. The Joint Owner must be at least the Age of majority in the state the Contract is issued, and may not be older than Age 75 on the Issue Date. See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit’’ for Age limits applicable to that feature.

If the Contract is jointly owned, we will use the Age of the oldest Owner to determine all applicable benefits. If there are Joint Owners, we require authorization from both Owners for all transactions.

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Annuitant

The Annuitant is the person(s) on whose life (or lives, in the case of joint Annuitants) we base Annuity Payments, with the exception of the non-lifetime contingent option. See ‘‘The Annuity Phase – Non-Lifetime Contingent Option – Period Certain Annuity Option.’’ You designate the Annuitant(s) at the time of application. A Contract may not have more than two Annuitants. There is no minimum Age applicable to the Annuitant or joint Annuitant; however, any Annuitant must be at least 18 on the Annuity Date in order for you to elect a life contingent Annuity Option. Annuitants may not be older than Age 75 on the Issue Date. See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit’’ for Age limits applicable to that feature.

You may change the Annuitant(s) before the Annuity Date, subject to our approval. However, the Annuitant(s) may not be changed on a Contract owned by a non-natural person unless the Contract is owned by a qualified plan. The Annuitant cannot be changed if the Contract is a Non-Qualified Beneficiary Annuity or an individually owned Qualified Contract. We will use the Age of the oldest Annuitant to determine all applicable benefits under a Contract owned by a non-natural person.

When calculating Annuity Payments, we determine Age based on each Annuitant’s nearest birthday on the Annuity Date. See ‘‘The Annuity Phase – Annuity Age.’’

The Annuitant may not be changed nor may an Annuitant be added after the Annuity Date on any portion of the Contract Value that has been applied to an Annuity Option. Any change of an Annuitant must be made by Written Request. An approved change will take effect on the date the Written Request is signed, unless you specify otherwise. We will not be liable for any payment made or action taken prior to our receipt of the Written Request. A change of Annuitant that we allow will automatically revoke any prior designation of Annuitant.

Beneficiary

The Beneficiary is the person(s) or entity(ies) you name to receive any death benefit. You name the Beneficiary at the time of application. Unless an irrevocable Beneficiary has been named, you can change the Beneficiary at any time before you die. If you name an irrevocable Beneficiary but choose to change the Beneficiary, you must get written authorization from the irrevocable Beneficiary on our form in Good Order to our Service Center.

If you are married and your Contract is issued under an ERISA plan, your ability to name a primary Beneficiary other than your spouse is restricted. If the Owner is a non-natural person, the Owner must be the sole primary Beneficiary unless we allow otherwise.

If there is a joint Annuitant on an individually owned Qualified Contract, the joint Annuitant must also be the sole primary Beneficiary.

Non-Qualified Beneficiary Annuity

A Non-Qualified Beneficiary Annuity, also referred to as a ‘‘non-qualified stretch’’ or an inherited non-qualified annuity, is an annuity contract that is held for the benefit of the Beneficiary of a deceased annuity Owner in order to distribute death proceeds of a non-qualified annuity to the Beneficiary over that Beneficiary’s life expectancy in accordance with the required distribution rules of IRC Section 72(s). See ‘‘Taxes – Taxation of Non-Qualified Contracts – Distributions After Death of Owner’’ for more information.

If a Contract is purchased as a Non-Qualified Beneficiary Annuity, the death benefit provisions will be applied as if the Owner is deceased and the Beneficiary has elected death benefit payout Option 4. See ‘‘Death Benefit – Death Benefit Payment Options During the Accumulation Phase – Non-Qualified Beneficiary Annuity’’ for more information.

Eligibility Requirements/Restrictions for a Contract purchased as a Non-Qualified Beneficiary Annuity:

Note, these restrictions differ from those imposed on a Beneficiary who elects a Non-Qualified Beneficiary Annuity as a death benefit payout option under an existing Contract. See ‘‘Death Benefit – Death Benefit Payment Options During the Accumulation Phase – Non-Qualified Beneficiary Annuity.’’

•	The annuity Contract will be titled in the Beneficiary’s name as Beneficiary of the deceased Owner, and cannot be transferred. The Beneficiary must be the Annuitant, and the Annuitant cannot be changed.

•

Distributions must begin within one year of the Owner’s death. Required distributions will be calculated based on the Beneficiary’s life expectancy as determined under the applicable Internal Revenue Service (IRS) table, and will be withdrawn from each Sub-Account and/or the DCA Fixed Account, if applicable, in the ratio that your value in each bears to your Contract Value.

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•

Distributions required under IRC Section 72(s) must be made at least annually through a systematic withdrawal program (SWP) that we administer. This SWP cannot be changed or terminated. Distributions made under the SWP will be treated as variable Annuity Payments for income tax purposes. In order to qualify as Annuity Payments for income tax purposes, payments under the SWP will continue to be made even if you take additional withdrawals from the Contract.

•	Any withdrawals from a Contract issued as a Non-Qualified Beneficiary Annuity in excess of the required distributions made under our SWP program may be subject to a CDSC.

•

The source of the funds used to purchase the Contract must be a 1035 exchange of (i) death benefit proceeds payable to the Beneficiary under a Non-Qualified Annuity Contract, or (ii) a Non-Qualified Beneficiary Annuity Contract under which the Beneficiary is currently taking required distributions based upon his or her life expectancy in accordance with IRC Section 72(s)(2).

•	Additional Purchase Payments cannot be applied to the Contract.

•	Joint ownership is not allowed.

•	Upon the death of the Annuitant, a death benefit, under the terms of the Contract, will be paid to the succeeding Beneficiary in a lump sum or over the Annuitant’s remaining life expectancy as determined under the applicable IRS table.

•

A Contract may only be purchased as a Non-Qualified Beneficiary Annuity by the Beneficiary of the Owner whose death triggered the required distribution requirements of IRC Section 72(s). A Contract may not be purchased by a successor Beneficiary as a ‘‘second generation’’ Non-Qualified Beneficiary Annuity.

•	A Non-Qualified Beneficiary Annuity cannot be purchased by a Beneficiary that is a non-natural person.

You should consult a qualified tax adviser for advice prior to establishing a Non-Qualified Beneficiary Annuity.

Beneficiary IRA

Beneficiary, Inherited, Legacy or ‘‘Stretch’’ IRAs are all terms used to describe an IRA that is used exclusively to distribute death proceeds of an IRA or other qualified investment to the beneficiary over that beneficiary’s life expectancy in order to meet the Required Minimum Distribution (RMD) rules. Upon the contract owner’s death under an IRA or other qualified contract, an ‘‘Eligible Designated Beneficiary’’ may generally establish a Beneficiary IRA by either purchasing a new annuity contract or, in some circumstances, by electing the Beneficiary IRA payout option under the current contract. Until withdrawn, amounts in a Beneficiary IRA continue to be tax-deferred. Amounts withdrawn each year, including amounts that are required to be withdrawn under the RMD rules, are subject to tax.

If the contract owner died on or before December 31, 2019 (on or before December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement), an individual designated beneficiary, and certain trusts as beneficiary, are treated as Eligible Designated Beneficiaries, and can elect to take distributions over their life expectancy (life expectancy of the oldest trust beneficiary).

However, if the contract owner dies on or after January 1, 2020 (on or after January 1, 2022 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement), only certain designated beneficiaries are treated as Eligible Designated Beneficiaries, and we will only offer the Beneficiary IRA payout option to a designated beneficiary who either (1) is the surviving spouse of the deceased qualified plan participant or IRA owner or, (2) is not more than 10 years younger than the deceased qualified plan participant or IRA owner. In the future, we may allow additional classes of Eligible Designated Beneficiaries to elect the Beneficiary IRA payout option. See ‘‘Death Benefit – Death Benefit Payment Options During the Accumulation Phase’’ for more information.

Eligibility Requirements/Restrictions for a Contract purchased as a Beneficiary IRA:

Note, these restrictions differ from those imposed on a Beneficiary who elects a Beneficiary IRA as a death benefit payout option under an existing Contract. See ‘‘Death Benefit – Death Benefit Payment Options During the Accumulation Phase – Beneficiary IRA.’’

•	The annuity Contract will be titled in the Beneficiary’s name as Beneficiary of the deceased Owner. The Beneficiary must be the Annuitant, and the Annuitant cannot be changed.

•

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December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement), after attaining Age 70½, and was younger than the Beneficiary, the RMD amount will be calculated based on the original Owner’s life expectancy in the year of his or her death.

•

If the original Owner died before January 1, 2020 (before January 1, 2022 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement) and the Beneficiary is a trust, a Contract may only be purchased as a Beneficiary IRA if the trust qualifies as a ‘‘see-through’’ trust. For see-through trusts, RMDs must be calculated based upon the life expectancy of the oldest trust beneficiary and the oldest trust beneficiary must be the Annuitant. In order to be a see-through trust, the trust must be valid under state law and be irrevocable, and all beneficiaries, current and future, must be identifiable from the trust instrument. If any beneficiary of the trust is not an individual, the trust is not a see-through trust and cannot establish a Beneficiary IRA. If the original Owner died after December 31, 2019 (after December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement), we will not offer a Beneficiary IRA to a trust.

•	RMDs must be made at least annually through a SWP that we administer. This SWP cannot be terminated.

•	Any withdrawals from a Contract issued as a Beneficiary IRA in excess of the RMD made under our SWP program may be subject to a CDSC.

•	The source of the funds to be invested must be from a traditional IRA, SEP IRA, SIMPLE IRA, Beneficiary IRA, TSA, 401(a) or a Qualified Employee Plan (includes Pension Plan, Money Purchase Pension Plan, Profit Sharing Plan, Keogh (HR10), Target Benefit Plan).

•	Additional contributions cannot be applied to a Beneficiary IRA.

•	Joint ownership is not allowed.

•

Upon the death of the Annuitant, a death benefit, under the terms of the Contract, will be paid to the succeeding Beneficiary in a lump sum or over the Annuitant’s remaining life expectancy as determined by the applicable IRS table, but in no case may payments extend beyond the end of the calendar year that contains the tenth anniversary of the Annuitant’s death.

•	A Contract may only be purchased as a Beneficiary IRA by the Beneficiary of the IRA owner/qualified plan participant whose death triggered the RMD requirements of IRC Section 401(a)(9). A Contract may not be purchased as a ‘‘second generation’’ Beneficiary IRA by a successor Beneficiary.

You should consult a qualified tax adviser for advice prior to establishing a Beneficiary IRA.

Purchasing a Contract

To purchase a Contract, you must submit your initial Purchase Payment to your registered representative or to us at our Service Center. Once we receive your initial Purchase Payment and the necessary information at our Service Center, we will credit your initial Purchase Payment to your Contract within two Business Days. If you do not give us all of the information we need, we will notify you. When we receive all of the information we need, we will apply your initial Purchase Payment within two Business Days. If we do not have the necessary information to issue your Contract within five Business Days, then we will either return your Purchase Payment or ask your permission to retain your Purchase Payment until all the necessary information is received.

The date when we credit your initial Purchase Payment to your Contract is the Issue Date. We use the Issue Date to determine Contract Years and Contract Anniversaries.

Contract Delay

Our receipt of your initial Purchase Payment may be delayed because of circumstances outside of our control (for example, delays because of the failure of the selling broker-dealer or your registered representative to forward the Purchase Payment in Good Order to us promptly or because of delays in determining whether the Contract is suitable for you or in receiving other necessary information from the selling broker-dealer or your registered representative). Any such delays will affect when we can issue your Contract and when your initial Purchase Payment will be allocated among the investment choices under the Contract.

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Purchase Payments

The minimum amount we accept for an initial Purchase Payment is:

•	$10,000 if you are buying the Contract as a Non-Qualified Contract; or

•	$5,000 if you are buying the Contract as a Qualified Contract.

You can make additional Purchase Payments to your Contract throughout the Accumulation Phase, subject to the conditions noted below. You can make additional Purchase Payments by sending payments to one of our purchase payment processing service centers:


by check that clearly indicates your name and Contract number mailed to:
First Class Mail MassMutual PO Box 758510 Topeka, KS 66675-8550	Overnight Mail MassMutual Mail Zone 511 5801 SW 6^th Ave Topeka, KS 66636-0001
by wire transfer to:
UMB Bank Kansas City, MO ABA #101000695 Massachusetts Mutual Life Insurance Company Account #9872009118 Reference: Annuity Contract #, Name (Your Name)

Additional Purchase Payments of less than $500 are subject to our approval. The maximum total Purchase Payments we will allow without home office approval is $1,500,000. In most states, in calculating the maximum, we will take into account the cumulative Purchase Payments on the Contract and multiple purchases of the Contract by the same Owner (whether as the sole Owner or Joint Owner), or with the same Annuitant (whether as the Annuitant or joint Annuitant). See “Appendix H – State Variations of Certain Contract Features.”

If you make additional Purchase Payments, we will credit these amounts to your Contract on the Business Day we receive them and all necessary information, in Good Order at one of our purchase payment processing service centers. If we receive your Purchase Payment on a Non-Business Day or after the Close of Business, we will credit the amount to your Contract effective the next Business Day.

We reserve the right to reject any application or Purchase Payment. See ‘‘Other Information – Reservation of Rights’’ for more information.

Automatic Investment Plan (AIP)

Under the AIP, you may authorize us to periodically draw funds from an account of your choosing (restrictions may apply) for the purpose of making Purchase Payments to your Contract. Contact our Service Center for information regarding setting up an AIP and any restrictions regarding use of the AIP. If you participate in the AIP, the minimum additional Purchase Payment is $100. You may not elect the AIP if you have a GMAB, Separate Account Dollar Cost Averaging Program, or DCA Fixed Account in effect. Additionally, the AIP may not be available for Contracts held as a SEP IRA or SIMPLE IRA.

Allocation of Purchase Payments

When you purchase your Contract, we allocate your Purchase Payment among the investment choices according to the allocation instructions you provide. If you make additional Purchase Payments, we will allocate them based on your current allocation instructions, unless you request a different allocation by sending us a Written Request.

Any allocations to the Sub-Accounts that invest in the Funds that you have selected must be in whole percentages and must total 100%.

If you have selected a GMAB, there are allocation restrictions. See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit’’ for allocation restrictions applicable to that feature.

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You may allocate Purchase Payments to the DCA Fixed Account, subject to conditions we may impose on such allocations. See ‘‘Transfers and Transfer Programs – DCA Fixed Account’’ for allocation restrictions applicable to that feature.

Contract Value

Your Contract Value is the sum of your values in the Sub-Accounts and the DCA Fixed Account.

The value of your investments in the Separate Account will vary depending on the investment performance of the Funds you choose. In order to keep track of your Contract Value in the Separate Account, we use a unit of measure called an Accumulation Unit.

Any Contract Value allocated to the DCA Fixed Account will be credited with a fixed interest rate.

Accumulation Units

Every Business Day we determine the value of an Accumulation Unit for each of the Sub-Accounts. 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.

When you make a Purchase Payment, we credit your Contract with Accumulation Units. We determine the number of Accumulation Units to credit by dividing the amount of the Purchase Payment allocated to a Sub-Account by the value of the Accumulation Unit for that Sub-Account. When you make a withdrawal, we deduct from your Contract Accumulation Units representing the withdrawal amount.

We calculate the value of an Accumulation Unit for each Sub-Account after the Close of Business each Business Day. Any change in the Accumulation Unit value will be reflected in your Contract Value.

Calculation of Accumulation Unit Values

The Accumulation Unit Value for each Sub-Account was set initially at $10. Subsequently, the Accumulation Unit Values on any Business Day will be those we calculate after the Close of Business on that day. We calculate the Accumulation Unit Values for each Sub-Account by applying the Change in Net Asset Value (NAV) Formula. That formula derives the daily investment rate of return for each Sub-Account net of all Separate Account charges. The Change in NAV Formula is applied to each Sub-Account as follows:

•	The daily change in NAV of the Fund is added to the amount of any Fund distribution (income or capital gain distribution) on that Business Day. This sum is then divided by the previous Business Day NAV of the Fund. This is the daily gross investment rate of return for the Fund.

•	The daily accrual for all the Separate Account charges are then subtracted from the daily gross investment rate of return for the Fund.

•	The result is then multiplied by the previous Business Day Accumulation Unit Value to produce the next Accumulation Unit Value.

We have the right to split or consolidate the number of Accumulation Units credited to your Contract, with a corresponding increase or decrease in the Accumulation Unit Values.

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 Managed Bond Sub-Account. When the NYSE closes on that Monday, we determine that the value of an Accumulation Unit for the MML Managed Bond Sub-Account is $13.90. We then divide $5,000 by $13.90 and credit your Contract on Monday night with 359.71 Accumulation Units for the MML Managed Bond Sub-Account.

Right to Cancel Your Contract

You have a right to examine your Contract (sometimes referred to as a free look period). If you change your mind about owning your Contract, you can cancel it within ten calendar days after receiving it. This time period may vary by state, but will never be less than ten calendar days. When you cancel the Contract within this time period, we will not assess a CDSC. Unless your state has other requirements, you will receive back your Contract Value plus any fees or charges previously deducted from your Purchase Payments as of the Business Day we receive your Written Request in Good Order at our Service Center, and your Contract will be terminated. If state law requires us to return the amount of your Purchase Payments, then we will return the greater of: (i) the full amount of any Purchase Payment(s) less any withdrawals, or (ii) your Contract Value plus any fees or charges previously deducted from your

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Purchase Payments. If you purchase the Contract as an IRA, we will return the greater of your Purchase Payments less any withdrawals, or the Contract Value plus any fees or charges previously deducted from your Purchase Payments. Please see “Appendix H – State Variations of Certain Contract Features” for more information about state variations.

Sending Requests in Good Order

From time to time you may want to submit a request for transfer among investment choices, a withdrawal, a change of Beneficiary, or some other action. We can only act upon your request if we receive it in ‘‘Good Order.’’ To help protect against unauthorized or fraudulent telephone instructions, we will use reasonable procedures to confirm that telephone instructions given to us are genuine. We may record all telephone instructions.

In addition to Written Requests, we may allow requests to our Service Center:

•	by fax at (785) 286-6106,

•	by email at MassMutual.services@zinnia.com,

•	by telephone at (866) 645-2362, or

•	by internet at www.MassMutual.com.

Fax, telephone, email, or internet transactions may not always be available. Fax, telephone, and computer systems can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. We may make these additional methods available at our discretion. They may be suspended or discontinued at any time without notice. Not all transaction types can be requested by fax, telephone, or the internet.

Transfers and Transfer Programs

General Overview

Generally, you can transfer all or part of your Contract Value among investment choices. However, there are restrictions that are detailed later in this section. You can make transfers by Written Request, email, telephone, fax, or other authorized means. You must clearly indicate the amount and investment choices from and to which you wish to transfer. We reserve the right, at any time and without prior notice to any party, to terminate, suspend, or modify the transfer provisions of this Contract.

Your transfer is effective at the Close of Business on the Business Day we receive your Written Request, in Good Order, at our Service Center. If we receive your transfer request at our Service Center in Good Order on a Non-Business Day or after Close of Business, your transfer request will be effective on the next Business Day.

Transfers During the Accumulation Phase

You may transfer all or part of your Contract Value allocated to a Sub-Account. You can make a transfer to or from any Sub-Account. See ‘‘Additional Benefits – Guaranteed Minimum Accumulation Benefit’’ for transfer restrictions applicable to that feature. During the Accumulation Phase, we do not assess a transfer fee. However, we reserve the right to only allow 12 free transfers per calendar year and to charge $20 for each additional transfer in excess of 12. We waive these requirements if the transfer is made in connection with the Automatic Rebalancing Program, Separate Account Dollar Cost Averaging Program, or DCA Fixed Account. Currently, we do not restrict the amount you can transfer during the Accumulation Phase. However, we reserve the right to impose a minimum transfer amount of $1,000.

Currently, we do not require that a minimum balance remain in a Sub-Account after a transfer. However, we reserve the right to require that $1,000 remain in the Sub-Account after a transfer unless you transfer your entire Contract Value in the Sub-Account. We will exercise these rights should we see a significant increase in transfer activity by Owners that leads to an increase in cost to administer the Contract. If we exercise these rights, we will do so in the same manner for all Owners, and we will provide Owners with prior Written Notice of our decision to assess a fee, impose a minimum transfer amount, or impose a minimum value that must remain in a Sub-Account after a transfer.

Transfers During the Annuity Phase

We do not allow transfers of amounts allocated to an Annuity Option during the Annuity Phase.

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Transfer Programs

For detailed rules and restrictions pertaining to these programs and instructions for electing a program, contact our Service Center.

Overview

We currently offer the following transfer programs: Separate Account Dollar Cost Averaging Program and Automatic Rebalancing Program.

These programs are only available during the Accumulation Phase of your Contract. You may participate only in one of these programs at any one time.

You may not elect the AIP if you have a Separate Account Dollar Cost Averaging Program in effect. You may not participate in these programs if you have a current election in the DCA Fixed Account. You may not participate in these programs while a GMAB is in effect.

Separate Account Dollar Cost Averaging Program

This program allows you to systematically transfer a set amount from a Sub-Account to any of the other Sub-Account(s). 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. 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 program through periods of fluctuating price levels.

Your Separate Account Dollar Cost Averaging Program will terminate:

•	if you withdraw the total Contract Value;

•	upon payment of the death benefit;

•	if the last transfer you selected has been made;

•	if you apply your full Contract Value to an Annuity Option;

•	if there is insufficient Contract Value in the selected Sub-Account to make the transfer; or

•	if we receive from you a Written Request or a request over the telephone to terminate the program at our Service Center prior to the next transfer date.

Automatic Rebalancing Program

Over time, the performance of each Sub-Account may cause your allocation to shift from your original allocation. You can direct us to automatically rebalance your Contract Value allocated to the Sub-Accounts in order to return to your original percentage allocations by selecting our Automatic Rebalancing Program.

This program will terminate:

•	if you withdraw the total Contract Value;

•	upon payment of the death benefit;

•	if you apply your full Contract Value to an Annuity Option;

•	if we receive any unscheduled transfer request; or

•	if we receive from you a Written Request or request over the telephone to terminate the program at our Service Center prior to the next transfer date.

Limits on Frequent Trading and Market Timing Activity

The Contract and its investment choices are not designed to serve as vehicles for what we have determined to be frequent trading or market timing trading activity. We consider these activities to be abusive trading practices that can disrupt the management of a Fund in the following ways:

•	by requiring the Fund to keep more of its assets liquid rather than investing them for long-term growth, resulting in lost investment opportunity; and

•	by causing unplanned portfolio turnover.

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These disruptions, in turn, can result in increased expenses and can have an adverse effect on Fund performance that could impact all Owners and Beneficiaries under the Contract, including long-term Owners who do not engage in these activities.

Therefore, we discourage frequent trading and market timing trading activity and will not accommodate frequent transfers of Contract Value among the Funds. Organizations and individuals that intend to trade frequently and/or use market timing investment strategies should not purchase the Contract.

We have adopted policies and procedures to help us identify those individuals or entities that we determine may be engaging in frequent trading and/or market timing trading activities. We monitor trading activity to uniformly enforce those procedures.

However, those who engage in such activities may employ a variety of techniques to avoid detection. Our ability to detect frequent trading or market timing may be limited by operational or technological systems, as well as by our ability to predict strategies employed by Owners (or those acting on their behalf) to avoid detection. Therefore, despite our efforts to prevent frequent trading and the market timing of Funds among the Sub-Accounts, there can be no assurance that we will be able to identify and curtail every instance of trading of those who trade frequently or those who employ a market timing strategy or those who act as intermediaries on behalf of such persons. Moreover, our ability to discourage and restrict frequent trading or market timing may be limited by decisions of state regulatory bodies and court orders that we cannot predict.

In addition, some of the Funds are available with variable products issued by other insurance companies. We do not know the effectiveness of the policies and procedures used by these other insurance companies to detect frequent trading and/or market timing. As a result of these factors, the Funds may reflect lower performance and higher expenses across all Contracts as a result of undetected abusive trading practices.

If we, or any investment adviser to any of the Funds available with the Contract, determine that an Owner’s transfer patterns reflect frequent trading or employment of a market timing strategy, we will allow the Owner to submit transfer requests by regular mail only. We will not accept other Owner transfer requests if submitted by overnight mail, fax, the telephone, our website, or any other type of electronic medium. Additionally, we may reject any single trade that we determine to be abusive or harmful to the Fund. Orders for the purchase of Fund shares may be subject to acceptance by the Fund. Therefore, we reserve the right to reject, without prior notice, any Fund transfer request if the investment in the Fund is not accepted for any reason.

The Funds may assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. The prospectuses for the Funds describe the Funds’ frequent trading and market timing policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. We have entered into a written agreement, as required by SEC regulation, with each Fund or its principal underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity of individual Owners, and to execute instructions from the Fund to restrict or prohibit further purchases or transfers by specific Owners who violate the frequent trading or market timing policies established by the Fund.

Owners and other persons with interests in the Contracts should be aware that the purchase and redemption orders received by the Funds generally are ‘‘omnibus’’ orders from intermediaries, such as retirement plans or separate accounts funding variable insurance contracts. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the Funds in their ability to apply their frequent trading or market timing policies and procedures. It may also require that we restrict or prohibit further purchases or transfers as requested by a Fund on all contracts owned by an Owner whose trading activity under one variable contract has violated a Fund’s frequent trading or market timing policy. If a Fund believes that an omnibus order reflects one or more transfer requests from Owners engaged in frequent trading or market timing activity, the Fund may reject the entire omnibus order.

We will notify you in writing if we reject a transfer or if we implement a restriction due to frequent trading or the use of market timing investment strategies. If we do not accept a transfer request, no change will be made to your allocations per that request. We will then allow you to resubmit the rejected transfer by regular mail only.

Additionally, we may in the future take any of the following restrictive actions that are designed to prevent the employment of a frequent trading or market timing strategy:

•	not accept transfer instructions from an Owner or other person authorized to conduct a transfer;

•	limit the number of transfer requests that can be made during a Contract Year; and

•	require the value transferred into a Fund to remain in that Fund for a particular period of time before it can be transferred out of the Fund.

We will apply any restrictive action we take uniformly to all Owners we believe are employing a frequent trading or market timing strategy. These restrictive actions may not work to deter frequent trading or market timing activity.

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We reserve the right to revise our procedures for detecting frequent trading and/or market timing at any time without prior notice if we determine it is necessary to do so in order to better detect frequent trading and/or market timing, to comply with state or federal regulatory requirements, or to impose different restrictions on frequent traders and/or market timers. If we modify our procedures, we will apply the new procedure uniformly to all Owners.

The Annuity Phase

Overview

If you want to receive regular income from your Annuity, you can elect to apply your Contract Value so that you can receive fixed Annuity Payments under one of the Annuity Options described in this section. If you have reached your Annuity Date and you have not chosen an Annuity Option, we will assume that you elected a ‘‘Single Life Annuity with Period Certain’’ with fixed payments and 10 years of payments guaranteed. If the Contract has joint Annuitants, we will assume you elected the ‘‘Joint and Survivor Life Annuity’’ with fixed payments and 10 years of payments guaranteed. If your Contract is a Qualified Contract, additional requirements may apply. We may base Annuity Payments on the Age and sex of the Annuitant under all options except the non-lifetime contingent Annuity Option. We consider a non-lifetime contingent Annuity Option to be an Annuity Option which provides an Annuity Payment for a fixed period of time only. See ‘‘The Annuity Phase – Non-Lifetime Contingent Option – Period Certain Annuity Option.’’ We may require proof of Age and sex before Annuity Payments begin. You generally may not take withdrawals after the Annuity Phase begins.

If the Contract Value to be applied is less than $10,000 on the Annuity Date, we will pay you a lump sum rather than a series of Annuity Payments. If any Annuity Payment is less than $100, we will change the payment basis to equivalent quarterly, semi-annual, or annual payments. For Contracts issued in New York, the minimum amount that may be applied to an Annuity Option is $5,000 and the minimum Annuity Payment is $20.

Applying Part of Your Contract Value to an Annuity Option

You may elect to apply part of the Contract Value from your Non-Qualified Contract to an Annuity Option instead of your full Contract Value. We will treat the amount applied as a withdrawal of Contract Value that may qualify for favorable tax treatment under federal law. See ‘‘Taxes – Partial Annuitization of Non-Qualified Contracts.’’ You must specify the portion of your Contract Value to be applied to an Annuity Option, and if it is not the full Contract Value, the amount must be at least $10,000. The number of partial annuitizations allowed is one per Contract Year.

We consider the application of a portion of your Contract Value to an Annuity Option as a withdrawal for purposes of calculating the GMAB Amount and the death benefit. If you choose to apply part of your Contract Value to an Annuity Option, there may be adverse tax consequences. For additional information, see ‘‘Taxes – Partial Annuitization of Non-Qualified Contracts.” Before you apply part of your Contract Value to an Annuity Option, you should consult a qualified tax professional and discuss the tax implications associated with such a transaction. We do not provide tax advice or recommendations.

Annuity Payment Start Date

You can choose the day, month and year in which Annuity Payments begin; however, the day must be between the 1^st and 28^th day of the month. We call that date the Annuity Date. According to your Contract, your Annuity Date cannot be earlier than five years after you buy the Contract (unless state law requires a shorter waiting period).

When you purchase the Contract, your Annuity Date is the latest permitted Annuity Date. After you purchase your Contract, you can request an earlier Annuity Date by Written Request. If you have elected an Annuity Date earlier than your latest permitted Annuity Date, you can request that we delay your Annuity Date by Written Request or by telephone any time before the Annuity Date.

Latest Permitted Annuity Date

Unless the laws or regulations of the state in which your Contract was issued requires an earlier date, Annuity Payments must begin by the later of:

•	the tenth Contract Anniversary; or

•	the 90th birthday of the oldest Annuitant or the oldest Owner (whichever is sooner).

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Annuity Payments

On the Annuity Date, you will begin receiving Annuity Payments under the Annuity Option that you elected. Your Annuity Payments will be fixed, meaning that the payments will not vary unless you elect either of the Joint and 2/3 Survivor Annuity Options that reduce payments upon the death of the first Annuitant. The amount of your Annuity Payments will depend upon the following:

•	the value of your Contract on the Annuity Date;

•	the Annuity Option you elect;

•	the Age and sex of the Annuitant or joint Annuitants, if applicable;

•	the minimum guaranteed payout rates associated with your Contract; and

•	the deduction of Premium Taxes, if applicable.

Generally, the more frequently the Annuity Payments will be made or the longer the Annuity Phase will last, the lower the amount of the Annuity Payments will be.

See ‘‘Fixed Annuity Payout Rates’’ section in the SAI for more information.

Annuity Age

When calculating Annuity Payments, we determine Age based on each Annuitant’s nearest birthday on the Annuity Date. For example, we consider Age 80 to be the period of time between age 79 years, 6 months, and 1 day and age 80 years and 6 months.

Annuity Options

The available fixed Annuity Options are listed in this section in the Annuity Options table. We may consent to other plans of payment in addition to those listed. After Annuity Payments begin, you cannot change the Annuity Option, the frequency of Annuity Payments, or make withdrawals. For all lifetime contingent Annuity Options, the Annuitant(s) must be at least Age 18 as of the Annuity Date.

RMDs for Qualified Contracts

In order to avoid adverse tax consequences, you should begin to take distributions from your Contract no later than the beginning date required by the IRC. These distributions can be withdrawals or Annuity Payments. The distributions should be at least equal to the minimum amount required by the IRC or paid through an Annuity Option that complies with the RMD rules of IRC Section 401(a)(9). If your Contract is an individual retirement annuity, the required beginning date is no later than April 1 of the calendar year after you reach the “applicable age” specified in IRC Section 401(a)(9)(C). If you were born after December 31, 1950 and before January 1, 1960, your applicable age is 73. If you were born after December 31, 1959, your applicable age is 75. Previously, the age at which RMDs were required to begin was 70½ for those born before July 1, 1949, and 72 for those born after June 30, 1949 and before January 1, 1951. For qualified plans, if you are still working for the sponsor when you reach the specified RMD age, you may defer RMDs until the year in which you retire. The option of deferring to retirement is not available if you are a 5% or greater owner of the employer sponsoring your qualified plan.

Contingent Deferred Sales Charge (CDSC)

We will not deduct a CDSC if you apply all or a portion of your Contract Value to any Annuity Option.

Limitations on Payment Options

If you purchased the Contract as a Qualified Contract, the RMD rules that apply to annuitized Contracts during your lifetime may impose restrictions on the payment options that you may elect. In addition, in order to ensure that the Contract will comply with the RMD requirements that apply upon your death, you may not elect a joint and survivor Annuity Option with a non-spouse Joint Annuitant who is more than 10 years younger than you. Furthermore, if your Contract is issued under an ERISA plan, and you are married when your Contract enters the Annuity Phase, your ability to elect certain Annuity Options may be limited and/or require spousal consent.

For Qualified Contracts, if, upon the death of the Owner (Annuitant if the Contract is owned by a non-natural person), there are Annuity Payments remaining, we may shorten the remaining payment period in order to ensure that payments do not continue beyond the 10 year post-death distribution period provided under IRC Section 401(a)(9), or beyond the Beneficiary’s life or life expectancy for certain classes of beneficiaries, such as a spouse or an individual who is not more than 10 years younger than the decedent.

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Single Lifetime Contingent Options (Fixed Annuity Payments only)
	*Single Life Annuity*	*Single Life Annuity* *with Cash Refund*	*Single Life Annuity* *with Period Certain*
Number of Annuitants:	One	One	One
Length of Payment Period:	For as long as the Annuitant lives.	For as long as the Annuitant lives.	For a guaranteed period of either 10 or 20 years or as long as the Annuitant lives, whichever is longer.
Annuity Payments After Death of the Annuitant:	None. All payments end upon the Annuitant’s death.	If the total of all Annuity Payments made is less than the amount applied to the Annuity Option, the Beneficiary(ies) will receive the difference in a lump sum. If the total of all Annuity Payments made is equal to or greater than the amount applied to the Annuity Option, no additional payment will be made.	When the Annuitant dies, if there are remaining guaranteed payments, the Beneficiary(ies) may elect to continue receiving remaining guaranteed payments or the Beneficiary(ies) may elect a lump sum payment equal to the commuted value of the remaining guaranteed Annuity Payments.⁽¹⁾

(1)	In the event that remaining Annuity Payments are commuted, we compute the value of the remaining guaranteed Annuity Payments at an interest rate determined by us.


Joint Lifetime Contingent Options (Fixed Annuity Payments only)
	*Joint and Survivor* *Annuity*	*Joint and Survivor Annuity* *with Period Certain*	*Joint and 2/3 Survivor* *Life Annuity*	*Joint and 2/3 Survivor* *Life Annuity* *with Period Certain*
Number of Annuitants:	Two	Two	Two	Two
Length of Payment Period:	For as long as either Annuitant lives.	For a guaranteed period of either 10 or 20 years or as long as either Annuitant lives, whichever is longer.	For as long as either Annuitant lives.	For a guaranteed period of either 10 or 20 years or as long as either Annuitant lives, whichever is longer.
Annuity Payments After Death of the Annuitant:	100% of the payment will continue for the life of the surviving Annuitant. No payments will continue after the death of both Annuitants.	100% of the payment will continue for the life of the surviving Annuitant. When both Annuitants have died, if there are remaining guaranteed payments, the Beneficiary(ies) may elect to continue receiving remaining guaranteed payments or the Beneficiary(ies) may elect a lump sum payment equal to the commuted value of the remaining guaranteed Annuity Payments.⁽¹⁾	At the death of either Annuitant, Annuity Payments will continue to be paid at the same frequency then in effect for the life of the surviving Annuitant, but at a reduced rate of two-thirds of the original Annuity Payment. Annuity Payments cease upon the death of the last surviving Annuitant.	At the end of the period certain following the death of either Annuitant, or upon the death of either Annuitant after the end of the period certain, Annuity Payments will continue to be paid at the same frequency then in effect to the surviving Annuitant, but at a reduced rate of two-thirds of the original Annuity Payment. If the last surviving Annuitant dies before the end of the period certain, Annuity Payments will continue at 100% of the amount and at the same frequency then in effect until the end of the period certain. The Beneficiary(ies) may instead elect to receive the commuted value of the remaining period certain Annuity Payments in a lump sum. If the last surviving Annuitant dies after the end of the period certain, no additional Annuity Payments will be made.⁽¹⁾

(1)	In the event that remaining Annuity Payments are commuted, we compute the value of the remaining guaranteed Annuity Payments at an interest rate determined by us.

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Non-Lifetime Contingent Option (Fixed Annuity Payments only)
	*Period Certain Annuity Option*
Number of Annuitants:	One or two
Length of Payment Period:	For a specified period no less than 10 years and no greater than 30 years.
Annuity Payments after Death of the Annuitant:	If the last Annuitant dies before the end of the period certain, Annuity Payments will continue to be paid at the same frequency then in effect until the end of the period certain. The Beneficiary(ies) may instead elect to receive the commuted value of the remaining period certain Annuity Payments in a lump sum.⁽¹⁾

(1)	In the event that remaining Annuity Payments are commuted, we compute the value of the remaining guaranteed Annuity Payments at an interest rate determined by us.

Benefits Available Under the Contract

The following table summarizes information about the benefits available under the Contract.


Benefit	Purpose	Benefit is Standard or Optional	Fee	Restrictions/Limitations
Death Benefit	Upon your death, we will pay your designated beneficiaries the greater of (1) the Contract Value determined as of the Business Day we receive both due proof of death and an election of the payment method in Good Order at our Service Center; or (2) an amount based on your Purchase Payments adjusted for withdrawals	Standard	None	This benefit terminates upon full surrender of the Contract or full annuitization of the Contract Value. Withdrawals reduce the death benefit amount in direct proportion to the Contract Value reduction. Since withdrawals result in a pro-rata adjustment to the death benefit amount, the death benefit amount may be reduced by more than the actual dollar amount of the withdrawals.
GMAB: 12-Year Benefit GMAB: 20-Year Benefit	If you participate in a GMAB, we guarantee that at the end of your benefit period your Contract Value will equal no less than a specified amount, the GMAB Amount.	Optional	Current Fee for the 12-Year GMAB: 1.40% of the GMAB Amount Maximum Fee for the 12-Year GMAB: 2.50% of the GMAB Amount Current Fee for the 20-Year GMAB: 1.40% of the GMAB Charge Base Maximum Fee for the 20-Year GMAB: 2.50% of the GMAB Charge Base	We no longer offer the GMAB, either the 12-Year Benefit or 20-Year Benefit, as an optional benefit. While the GMAB is in effect, you cannot participate in the Automatic Rebalancing Program, the AIP, the Separate Account Dollar Cost Averaging Program, or the DCA Fixed Account. While the GMAB is in effect, you will be subject to allocation restrictions. You will be limited in your choice of Sub-Account investments and may be limited in how much you can invest in certain Sub-Accounts. Withdrawals will negatively impact the GMAB Amount. Any Purchase Payment made after the first Contract Year or after a reset will not increase your GMAB Value.

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Benefit	Purpose	Benefit is Standard or Optional	Fee	Restrictions/Limitations
Automatic Rebalancing Program	Automatically rebalances the Sub-Accounts you select to maintain your original percentage allocation of Contract Value	Optional	None	Cannot use if the DCA Fixed Account, Separate Account Dollar Cost Averaging Program, or GMAB are in effect.
DCA Fixed Account	Automatically transfers a specific amount of Contract Value from the DCA Fixed Account to the Sub-Accounts you have selected, at set intervals over a period of either six or twelve months	Optional	None	Cannot use if the Automatic Rebalancing Program, Separate Account Dollar Cost Averaging Program, AIP, or GMAB are in effect. Must apply a Purchase Payment of at least $5,000 to a DCA Term. You cannot transfer current Contract Value into the DCA Fixed Account. No unscheduled transfers may be made from the DCA Fixed Account.
Separate Account Dollar Cost Averaging Program	Automatically transfers a specific amount of Contract Value from a single Sub-Account to other Sub-Accounts you have selected, at set intervals	Optional	None	Cannot use if the Automatic Rebalancing Program, DCA Fixed Account, AIP, or GMAB are in effect.
Systematic Withdrawal Program	Automatically withdraws a specific amount of Contract Value proportionally from all Sub-Accounts you have selected	Optional	None	In order to participate in this program: (1) there must be at least $5,000 in Contract Value, and (2) the minimum withdrawal amount must be $100.
Terminal Illness Withdrawal Benefit	Allows withdrawal of some or all Contract Value without incurring a CDSC if diagnosed with a terminal illness or terminal condition	Optional	None	You cannot be diagnosed with the terminal illness or the terminal condition or both as of the Issue Date. Each withdrawal request must be made one year or more after the Issue Date. We require proof that you are terminally ill, including, but not limited to, certification by a state licensed medical practitioner. May not be available in all states. See ‘‘Appendix H – State Variations of Certain Contract Features.’’

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Benefit	Purpose	Benefit is Standard or Optional	Fee	Restrictions/Limitations
Nursing Home and Hospital Withdrawal Benefit	Allows withdrawal of some or all Contract Value without incurring a CDSC if admitted to a licensed nursing care facility or accredited hospital	Optional	None	Confinement must begin after the Issue Date. Each withdrawal request must be made one year or more after the Issue Date. Each withdrawal request must be made within 120 calendar days after services provided. Confinement must be for at least 90 consecutive calendar days and must be prescribed by a state licensed medical practitioner. Cannot use with Systematic Withdrawal Program. May not be available in all states. See “Appendix H – State Variations of Certain Contract Features.”

Some of the benefits identified in the Benefits Available Under the Contract table are described in more detail following the table and other benefits are disclosed in more detail in other sections of the prospectus.

Death Benefit

Death of Owner During the Accumulation Phase

If any Owner dies during the Accumulation Phase, we will pay a death benefit to the primary Beneficiary. If any Owner dies, we will treat the surviving Owner as the primary Beneficiary and treat any other Beneficiary designation, on record at the time of death, as a contingent Beneficiary.

The Beneficiary may request that the death benefit be paid under one of the death benefit options. If the sole primary Beneficiary is your spouse and your Contract is a Non-Qualified Contract or is held as a traditional IRA (including SEP and SIMPLE IRAs) or Roth IRA, he or she may elect to become the Owner of the Contract by continuing the Contract at the death benefit amount payable. Generally, if the Contract is continued then:

•	the spouse’s initial Contract Value will be equal to the death benefit that would have been payable if the lump sum distribution had been elected;

•	all applicable Contract features and benefits will be in the surviving spouse’s name; and

•	the surviving spouse will exercise all of the Owner’s rights under the Contract.

Restrictions are as follows:

•	if, at the time the Owner purchased the Contract, the surviving spouse was over the maximum Contract issue Age, then the Contract cannot be continued;

•	if, at the time the Owner purchased the Contract, the surviving spouse was over the maximum allowable Age for electing the GMAB, then the GMAB will be terminated.

If the sole primary Beneficiary is a domestic partner or civil union partner, as defined under applicable state laws, we will treat him or her as a spouse for this provision, and he or she may elect to continue the Contract as described herein. However, a domestic partner or civil union partner cannot elect to continue the Contract if it is a traditional IRA or Roth IRA. Since current federal tax law does not define a spouse to include a domestic partner or civil union partner, such domestic partner or civil union partner who elects to continue the Contract must still meet the distribution requirements of IRC Section 72(s). In order to meet these requirements, the amount of any gain in the Contract will become subject to income tax at the time the election to continue the Contract is made.

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The right to continue the Contract by a surviving spouse, a domestic partner, or a civil union partner can only be exercised once while the Contract is in effect.

See ‘‘Taxes – Civil Unions and Domestic Partnerships’’ if you are in a domestic partnership or civil union.

Death Benefit Amount During the Accumulation Phase

Return of Purchase Payment Death Benefit

The death benefit during the Accumulation Phase will be the greater of 1 and 2 below.

(1) The total Purchase Payments, reduced by an adjustment for each withdrawal. The adjustment is equal to A divided by B, with the result multiplied by C, where:

A = the Contract Value withdrawn, including any applicable CDSC;
B = the Contract Value immediately prior to the withdrawal; and
C = the total Purchase Payments adjusted for any prior withdrawals.

(2) The Contract Value determined as of the Close of Business on the Business Day on which we receive both due proof of death and an election of the payment method in Good Order at our Service Center.

A withdrawal will reduce the death benefit amount in direct proportion to the Contract Value reduction. For example, if you take a 20% withdrawal from your Contract Value, the death benefit will be reduced by 20%. Since withdrawals result in a pro-rata adjustment to the death benefit amount, the death benefit amount may be reduced by more than the actual dollar amount of the withdrawals. See ‘‘Appendix E – Return of Purchase Payment Death Benefit Examples.’’

The death benefit that is payable during the Accumulation Phase is determined as of the Close of Business on the Business Day on which we receive both due proof of death and an election of the payment method at our Service Center. Where there is more than one Beneficiary, we will determine the death benefit as of the Business Day the first Beneficiary submits due proof of death and election of payment method. If the death benefit payable is greater than the Contract Value, we will apply an amount equal to the difference between the death benefit and Contract Value to each Sub-Account and/or DCA Fixed Account in the ratio that your value in each Sub-Account and/or the DCA Fixed Account bears to your Contract Value. Each Beneficiary’s portion of the death benefit will be applied to their chosen death benefit payout option on the Business Day we receive their election of the payment method in Good Order and will be paid from the current allocation on a pro rata basis. The balance of the death benefit will remain in the Sub-Accounts and/or DCA Fixed Account based on the current allocation until each of the other Beneficiaries submits a Written Request to claim his/her death benefit. From the time the death benefit is determined until complete distribution is made, any amount in a Sub-Account will be subject to investment risk. This risk is borne by the Beneficiary(ies).

We consider the application of a portion of your Contract Value to an Annuity Option as a withdrawal for purposes of calculating the death benefit amount.

Death Benefit Payment Options During the Accumulation Phase

The availability of certain death benefit options may be limited for Tax-Qualified Contracts in order to comply with RMD rules.

For Non-Qualified Contracts, each Beneficiary must elect the death benefit to be paid under one of the following options in the event that a death benefit becomes payable during the Accumulation Phase:

•	Option 1 – Lump sum payment of the death benefit.

•	Option 2 – Payment of the entire death benefit within five years of the date of any Owner’s death. This option may not be available if there are multiple Beneficiaries.

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•

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. Distribution must begin within one year of the date of any Owner’s death. This option is not available for a Beneficiary that is a non-natural person.

•

Option 4 – Payment of the death benefit from a deferred annuity Contract over the life expectancy of the Beneficiary through a series of non-annuitized withdrawals made at least annually. Distribution must begin within one year of the date of any Owner’s death. Additional withdrawals, including full withdrawals, are available. This option is not available for a Beneficiary that is a non-natural person, and may not be available if there are multiple Beneficiaries. See ‘‘Death Benefit – Death Benefit Payment Options During the Accumulation Phase – Non-Qualified Beneficiary Annuity’’ for rules and restrictions.

For Qualified Contracts, each Beneficiary must elect the death benefit to be paid under one of the following options in the event that a death benefit becomes payable during the Accumulation Phase:

•	Option 1 – Lump sum payment of the death benefit.

•

Option 2 – Payment of the entire death benefit by the end of the calendar year that contains the tenth anniversary of your death (fifth anniversary of your death if you do not have a designated Beneficiary as defined for purposes of IRC Section 401(a)(9), including where your Beneficiary is your estate or certain trusts). This option may not be available if there are multiple Beneficiaries.

•

Option 3 – If the Beneficiary is your surviving spouse, or is not more than 10 years younger than you, 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. Distribution must generally begin by the end of the calendar year following the year of your death. Additional deferral may be available for a spouse Beneficiary.

•

Option 4 – If the Beneficiary is your surviving spouse, or is not more than 10 years younger than you, payment of the death benefit from a deferred annuity Contract over the life expectancy of the Beneficiary through a series of non-annuitized withdrawals made at least annually. Distribution must generally begin by the end of the calendar year following the year of your death. Additional deferral may be available for a spouse Beneficiary. Additional withdrawals, including full withdrawals, are available. This option may not be available if there are multiple Beneficiaries. See ‘‘Death Benefit – Death Benefit Payment Options During the Accumulation Phase – Beneficiary IRA’’ for rules and restrictions.

If the sole primary Beneficiary is a spouse, continuation of the Contract in his or her own name is described previously in this section under ‘‘Death Benefit – Death of Owner During the Accumulation Phase.’’

Any portion of the death benefit not applied to Option 3 or Option 4 within the time period specified must be distributed within five years of the date of the Owner’s death under Option 1 or Option 2. For Qualified Contracts, distribution under Option 1 or Option 2 must occur by the end of the calendar year that contains the tenth anniversary of your death (fifth anniversary of your death if you do not have a designated Beneficiary as defined for purposes of IRC Section 401(a)(9), including where your Beneficiary is your estate or certain trusts). In addition, if you die after reaching the age at which RMDs must begin, your beneficiary may be required to take annual required minimum distributions during the ten year distribution period (five year distribution period if you do not have a designated beneficiary).

You may restrict a Beneficiary’s right to elect a death benefit payout option. If you do so, such rights or options will not be available to the Beneficiary.

We may also consent to other death benefit payout options in addition to those described in this section as long as they comply with IRC Section 72(s) or Section 401(a)(9), as applicable.

Lump Sum Payments

If a lump sum payment is requested, we will pay the amount within seven calendar days after we receive due proof of death and election of the payment method in Good Order at our Service Center, unless we are required to suspend or delay payment.

Non-Qualified Beneficiary Annuity

A Non-Qualified Beneficiary Annuity, also referred to as a ‘‘non-qualified stretch’’ or ‘‘inherited non-qualified annuity,’’ is an annuity contract that is held for the benefit of the Beneficiary of a deceased annuity Owner in order to distribute death proceeds of a

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non-qualified annuity to the Beneficiary over that Beneficiary’s life expectancy in accordance with the required distribution rules of IRC Section 72(s). See ‘‘Taxes – Taxation of Non-Qualified Contracts – Distributions After Death of Owner’’ for more information.

If a Beneficiary(ies) elects payment under Option 4 as a Non-Qualified Beneficiary Annuity after the death of the Owner, the following rules apply (Note, these restrictions differ from those imposed when a Contract is purchased as a Non-Qualified Beneficiary Annuity. See ‘‘Ownership – Non-Qualified Beneficiary Annuity.’’):

•	The annuity Contract will be titled in the Beneficiary’s name as Beneficiary of the deceased Owner, and cannot be transferred. The Beneficiary must be the Annuitant, and the Annuitant cannot be changed.

•

Distributions must begin within one year of the Owner’s death. Required distributions will be calculated based on the Beneficiary’s life expectancy as determined under the applicable IRS table, and will be withdrawn from each Sub-Account and/or the DCA Fixed Account, if applicable, in the ratio that your value in each bears to your Contract Value.

•

Distributions required under IRC Section 72(s) must be made at least annually through a SWP that we administer. This SWP cannot be changed or terminated. Distributions made under the SWP will be treated as variable Annuity Payments for income tax purposes. In order to qualify as Annuity Payments for income tax purposes, payments under the SWP will continue to be made even if you take additional withdrawals from the Contract.

•	Withdrawals will not be subject to a CDSC.

•	The Beneficiary’s initial Contract Value will be equal to the death benefit that would have been payable to the Beneficiary if a lump sum distribution had been elected.

•	Additional Purchase Payments cannot be applied to the Contract.

•	Joint ownership is not allowed.

•	Upon the death of the Annuitant, any remaining Contract Value will be paid to the succeeding Beneficiary in a lump sum or over the Annuitant’s remaining life expectancy as determined under the applicable IRS table.

•	If there is a GMAB on the Contract, it will be terminated.

•	This option is not available for a Beneficiary who is a non-natural person.

•

A Non-Qualified Beneficiary Annuity may only be established by the Beneficiary of the Owner whose death triggered the required distribution requirements of IRC Section 72(s). A Non-Qualified Beneficiary Annuity may not be established as a ‘‘second generation’’ Non-Qualified Beneficiary Annuity by a successor Beneficiary.

Beneficiaries should consult a qualified tax adviser for advice prior to establishing a Non-Qualified Beneficiary Annuity.

Beneficiary IRA

See “Taxes – Required Minimum Distributions for Qualified Contracts” for more information.

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Eligibility Requirements/Restrictions:

If a Beneficiary(ies) elects payment under Option 4 as a Beneficiary IRA after the death of the Owner, the following rules apply (Note, these restrictions differ from those imposed when a Contract is purchased as a Beneficiary IRA. See ‘‘Ownership – Beneficiary IRA.’’):

•	The annuity contract will be titled in the Beneficiary’s name as Beneficiary for the deceased Owner. The Beneficiary must be the Annuitant, and the Annuitant cannot be changed.

•

For non-spousal Beneficiary IRAs, RMDs must begin by December 31st of the year following the year of the date of the Owner’s death. For spousal Beneficiary IRAs, RMDs may be deferred until the year for which the original Owner would have been required to begin RMDs. The RMD amount will generally be calculated based on the Beneficiary’s life expectancy and will be withdrawn from each Sub-Account and/or the DCA Fixed Account, if applicable, in the ratio that your value in each bears to your Contract Value. If the original Owner died on or before December 31, 2019 (on or before December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement), after RMDs were required to begin, and was younger than the Beneficiary, the RMD amount may be calculated based on the original Owner’s life expectancy in the year of his or her death. If there is a Beneficiary IRA previously established with another carrier and an RMD is required in the current calendar year, we will process the RMD. If, however, an RMD is not required in the current calendar year, an RMD will not be processed until the year it is required.

•

If the original owner died before January 1, 2020 (before January 1, 2022 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement) and the Beneficiary is a trust, a Beneficiary IRA may only be established if the trust qualifies as a ‘‘see-through’’ trust. For see-through trusts, RMDs must be calculated based upon the life expectancy of the oldest trust beneficiary and the oldest trust beneficiary must be the Annuitant. In order to be a see-through trust, the trust must be valid under state law and be irrevocable, and all beneficiaries, current and future, must be identifiable from the trust instrument. If any beneficiary of the trust is not an individual, the trust is not a see-through trust and cannot establish a Beneficiary IRA. If the original Owner died after December 31, 2019 (after December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement), we will not offer a Beneficiary IRA to a trust.

•	RMDs must be made at least annually through a SWP that we administer. This SWP cannot be terminated.

•	Withdrawals will not be subject to a CDSC.

•	The Beneficiary’s initial Contract Value will be equal to the death benefit that would have been payable to the Beneficiary if a lump sum distribution had been elected.

•	Additional contributions cannot be applied to the Contract.

•

Upon the death of the Annuitant, any remaining Contract Value will be paid to the succeeding Beneficiary in a lump sum or over the Annuitant’s remaining life expectancy as determined by the applicable IRS table, but in no case may payments extend beyond the end of the calendar year that contains the tenth anniversary of the Annuitant’s death.

•	If there is a GMAB on the Contract, it will be terminated.

•	A Beneficiary IRA may only be established by the Beneficiary of the IRA owner/qualified plan participant whose death triggered the RMD requirements of IRC Section 401(a)(9). A Beneficiary IRA may not be established as a ‘‘second generation’’ Beneficiary IRA by a successor Beneficiary.

•	Joint ownership of a Beneficiary IRA is not allowed. Beneficiaries should consult a qualified tax adviser for advice prior to establishing a Beneficiary IRA.

Beneficiaries should consult a qualified tax adviser for advice prior to establishing a Beneficiary IRA.

Death of Owner During the Annuity Phase

Upon any Owner’s death during the Annuity Phase, if the Annuitant is still alive, the surviving Owner will retain the ownership of the Contract. If there is no surviving Owner, the Beneficiary will become the Owner. Any remaining Annuity Payments under the Annuity Option elected will continue to be paid at least as rapidly as under the method of distribution in effect at such Owner’s death. For Qualified Contracts, the Beneficiary(ies) may be required to receive an adjusted payment stream in order to comply with RMD rules that apply upon the Owner/Annuitant’s death. If the Beneficiary is not an “Eligible Designated Beneficiary” as defined by IRC Section 401(a)(9), Annuity Payments may only continue through the end of the calendar year that contains the tenth anniversary of the Owner/Annuitant’s death, even if a longer Annuity Payment option was elected, including a Joint and Last Survivor Annuity Option where the Joint Annuitant is still living.

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Death of Annuitant

If an Annuitant, who is not the Owner or Joint Owner, dies during the Accumulation Phase, you can name a new Annuitant subject to our approval. If there is no surviving Annuitant and you do not name an Annuitant within 30 calendar days after we receive notification of the death of the Annuitant, the oldest Owner will become the Annuitant. If the Owner is a non-natural person and an Annuitant dies, you may not name a new Annuitant. In this case we will treat the death of the Annuitant as the death of the Owner and pay the death benefit as described in ‘‘Death Benefit – Death of Owner During the Accumulation Phase.’’

Upon the death of the last surviving Annuitant on or after the Annuity Date, the death benefit, if any, is as specified in the Annuity Option elected. Upon the death of the last surviving Annuitant during the Annuity Phase, any remaining payment under the elected Annuity Option will be paid to the Beneficiary. For Qualified Contracts, the Beneficiary(ies) may be required to receive an adjusted payment stream in order to comply with RMD rules that apply upon the Owner/Annuitant’s death. If the Beneficiary is not an ‘‘Eligible Designated Beneficiary’’ as defined by IRC Section 401(a)(9), Annuity Payments may only continue through the end of the calendar year that contains the tenth anniversary of the Owner/Annuitant’s death, even if a longer Annuity Payment option was elected, including a Joint and Last Survivor Annuity Option where the Joint Annuitant is still living. We will treat a surviving Owner as the primary Beneficiary and treat any other Beneficiary designation on record at the time of death as a contingent Beneficiary.

Death Benefit and Partial Annuitizations

If you apply a portion of your Non-Qualified Contract Value to an Annuity Option, the death benefit for that portion will be determined in accordance with ‘‘Death Benefit – Death of Owner During the Annuity Phase’’ and ‘‘Death Benefit – Death of Annuitant.’’ The death benefit for the portion of the Contract Value remaining in the Accumulation Phase will be determined in accordance with ‘‘Death Benefit – Death of Owner During the Accumulation Phase’’ and ‘‘Death Benefit – Death of Annuitant.’’

Due Proof of Death

For purposes of determining due proof of death, we require:

•	a certified death certificate; or

•	a certified decree of a court of competent jurisdiction as to the finding of death; or

•	any other proof satisfactory to us.

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Additional Benefits

Terminal Illness Withdrawal Benefit

With this benefit, you may withdraw all or a portion of your Contract Value without incurring a CDSC if we receive a Written Request in Good Order at our Service Center that you (or an Annuitant, if the Owner is a non-natural person) have met the following conditions:

•	For purposes of this benefit, you (or an Annuitant, if the Owner is a non-natural person) were not diagnosed with a terminal illness or a terminal condition resulting from bodily injury or disease or both as of the Issue Date.

•	Each withdrawal request is made on or after the ‘‘Eligibility Date for Waiver of Contingent Deferred Sales Charge,’’ which is one year after the Issue Date.

•

We will require proof that you (or an Annuitant, if the Owner is a non-natural person) are terminally ill, as described above, and not expected to live more than 12 months. This proof will include, but is not limited to, certification by a state licensed medical practitioner performing within the scope of his/her license. The state licensed medical practitioner must not be you or your parent, sibling, spouse or child (or an Annuitant or an Annuitant’s parent, sibling, spouse or child if the Owner is a non-natural person).

If we determine that your Written Request for a withdrawal free of CDSC does not meet the qualifying conditions, we will provide a Written Notice of such determination. We will not proceed with your Written Request for a withdrawal until we receive notification from you that you accept or reject the withdrawal including the CDSC assessed. If you do not accept the withdrawal including the CDSC, the withdrawal request will not be processed. If you do accept the withdrawal including the CDSC, we will process it on the Business Day you notify us of your acceptance.

There is no charge for the Terminal Illness Withdrawal Benefit. The Terminal Illness Withdrawal Benefit may not be available in all states. See ‘‘Appendix H – State Variations of Certain Contract Features.’’ Please contact your registered representative or call the Service Center for more information.

Nursing Home and Hospital Withdrawal Benefit

•	For purposes of this benefit, you (or the Annuitant, if the Owner is a non-natural person) are not confined in a licensed nursing care facility or accredited hospital or its successor on the Issue Date.

•	Each withdrawal request is made on or after the “Eligibility Date for Waiver of Contingent Deferred Sales Charge,” which is one year after the Issue Date.

•

Each withdrawal request is made within 120 calendar days after services were provided to you (or the Annuitant, if the Owner is a non-natural person). You must have been confined at a licensed nursing care facility and/or accredited hospital or its successor for a consecutive period of at least 90 consecutive calendar days.

•	The confinement must be prescribed by a state licensed medical practitioner performing within the scope of his/her license.

•	Each withdrawal is accompanied by proof satisfactory to us that you (or the Annuitant, if the Owner is a non-natural person) meet the qualifying conditions above.

You may not participate in the Systematic Withdrawal Program if we are currently waiving the CDSC in accordance with this benefit.

A licensed nursing care facility is an institution licensed by the state in which it is located to provide skilled nursing care, intermediate nursing care, or custodial nursing care. An accredited hospital is a hospital licensed, or recognized as a general hospital, by the state in which it is located or by the Joint Commission on the Accreditation of Hospitals, or its successors.

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CDSC, the withdrawal request will not be processed. If you do accept the withdrawal including the CDSC, we will process it on the Business Day you notify us of your acceptance.

There is no charge for the Nursing Home and Hospital Withdrawal Benefit. The Nursing Home and Hospital Withdrawal Benefit may not be available in all states. See “Appendix H – State Variations of Certain Contract Features.” Please contact your registered representative or call the Service Center for more information.

Guaranteed Minimum Accumulation Benefit (GMAB)

The GMAB is no longer available for sale. For Contracts applied for prior to June 12, 2017, a choice of two GMAB features was available at the time you purchased your Contract.

What is the GMAB?

The GMAB may provide protection in the event of a lower Contract Value that may result from the investment performance of the Contract. If you are participating in a GMAB, we guarantee that at the end of your benefit period your Contract Value will equal no less than a specified amount called the ‘‘GMAB Amount.’’

While your GMAB is in effect, you cannot participate in the Automatic Rebalancing Program, the Automatic Investment Plan, the Separate Account Dollar Cost Averaging Program, or the DCA Fixed Account.

The two GMABs provided the following different benefit periods:

•	12-Year Benefit; and

•	20-Year Benefit.

Other significant differences between the two GMABs are shown in the table below.


GMAB	12-Year Benefit	20-Year Benefit
Maximum Election Age	75	65
Benefit Period	12 years	20 years
GMAB Amount⁽¹⁾	100% of Purchase Payments made during the first Contract Year, adjusted for any withdrawals	165% of Purchase Payments made during the first Contract Year, adjusted for any withdrawals
Ability to reset GMAB Amount	Yes	No
Cost (annualized)⁽²⁾
Current Charge	1.40% of the GMAB Amount⁽¹⁾	1.40% of the GMAB Charge Base⁽²⁾
Maximum Charge	2.50% of the GMAB Amount⁽¹⁾	2.50% of the GMAB Charge Base⁽²⁾

(1)

(2)

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Allocation Restrictions

Your Purchase Payments and entire Contract Value must be allocated only to one or more Sub-Accounts approved by us during the time the GMAB is in effect. See the table of allocation restrictions below.

If you request a change in your allocations or a transfer of Contract Value to any Sub-Account not approved by us, you will be required to terminate the GMAB by Written Request before the allocation change or transfer can be processed.

While your GMAB is in effect, your allocations are restricted to either Custom Allocation Choice Select or one of the MML Asset Allocation Sub-Accounts listed below.


Custom Allocation Choice Select ______________________________________________________		Any one of the following: ______________________________________________________
Range	*Sub-Accounts:*	*MML Asset Allocation Sub-Accounts:*
40% to 60%	MML Managed Bond	MML American Funds Core Allocation MML Balanced Allocation MML Conservative Allocation MML Moderate Allocation
20% to 25% (total)	MML Equity MML Equity Income
20% to 25% (total)	MML American Funds Growth MML Sustainable Equity
0% to 10% (total)	MML Mid Cap Growth MML Mid Cap Value
0% to 10% (total)	Invesco V.I. Global MML Global

You can make transfers by moving your full Contract Value from one MML Asset Allocation Sub-Account to another MML Asset Allocation Sub-Account or to the Custom Allocation Choice Select program. In addition, you can make transfers by moving your full Contract Value from the Custom Allocation Choice Select program to one of the MML Asset Allocation Sub-Accounts. You cannot make a partial transfer between the Custom Allocation Choice Select program and any of the MML Asset Allocation Sub-Accounts. However, you can reallocate your Contract Value amongst the Custom Allocation Choice Select Sub-Accounts so long as the Contract Value remains within the ranges listed in the table above at the time of the transfer.

We may make a change to the available Sub-Accounts due to a Fund reorganization, Fund substitution, or to help protect our ability to provide the guarantees under a GMAB. If such a change is required, we will provide you with Written Notice prior to the effective date of such change to allow you to reallocate your Contract Value to maintain your GMAB.

The allocation restrictions will no longer apply to your Contract upon termination or suspension of the GMAB or the end of your benefit period. Your Contract Value will remain as allocated until you provide new allocation instructions.

Conflicts of Interest

You should be aware that we are subject to a conflict of interest insofar as, by requiring you to allocate your Purchase Payments and Contract Value to one or more Sub-Accounts approved by us, we are attempting to reduce the risk to us that we will have to pay a GMAB Credit, if any, from our General Account assets. The Sub-Accounts approved by us reduce the risk that we will have to pay a GMAB Credit, if any, from our General Account by reducing the risk of loss to your Contract Value. See ‘‘How Do We Calculate the GMAB Credit?’’ below.

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Custom Allocation Choice Select

You may only elect Custom Allocation Choice Select if you are participating in a GMAB. If you elect Custom Allocation Choice Select, you must allocate your Contract Value within the Custom Allocation Choice Select parameters. The parameters are the minimum and maximum that may be allocated to each asset category offered through Custom Allocation Choice Select. Periodically, we will rebalance your Contract Value so that it continues to follow the parameters. You can elect that the rebalancing occur quarterly, annually or semiannually during each calendar year. If you do not make an election, rebalancing will occur quarterly. Participation in Custom Allocation Choice Select does not assure a profit and does not protect you against loss in a declining market.

We will terminate your participation in Custom Allocation Choice Select:

•	If you terminate your GMAB;

•	if you transfer your full Contract Value to one of the MML Asset Allocation Sub-Accounts;

•	if you apply your full Contract Value to an Annuity Option;

•	if you withdraw the total Contract Value; or

•	upon payment of the death benefit.

If you terminate your GMAB, your Contract Value will no longer be rebalanced and will remain as allocated at the time your GMAB is terminated until you provide new allocation instructions.

Important GMAB Considerations

With respect to each GMAB, you should understand:

•	The GMAB does not in any way guarantee the performance of any of the Sub-Accounts available under the Contract.

•	The restrictions in the amount and type of Sub-Accounts available to you under the GMAB are intended to help us manage the risk that we will be required to provide a GMAB Credit to you.

•	Any IRC minimum distribution requirements may negatively impact the GMAB Amount. Consult a tax adviser before considering the GMAB in conjunction with a Qualified Contract.

•

Withdrawals will negatively impact the GMAB Amount. Since withdrawals result in a pro-rata adjustment to the GMAB Amount, the GMAB Amount may be reduced by more than the actual dollar amount of the withdrawals. See ‘‘Appendix F – Guaranteed Minimum Accumulation Benefit (12-Year Benefit) Examples – Example 3.’’

•

Any Purchase Payments made after the first Contract Year or after reset will increase your Contract Value, but will not increase your GMAB Amount. Additional Purchase Payments after the first Contract Year or after reset may affect the GMAB Credit (positively or negatively). The GMAB Credit is determined by comparing the GMAB Amount to your Contract Value (or a percentage of your Contract Value) at the end of the benefit period. See ‘‘12-Year Benefit- How Do We Calculate the GMAB Credit?’’ or ‘‘20-Year Benefit - How Do We Calculate the GMAB Credit?’’ See also ‘‘Appendix F – Guaranteed Minimum Accumulation Benefit (12-Year Benefit) Examples – Example 4.’’

•	All withdrawals will reduce your GMAB Amount regardless of the timing and impact of any prior Purchase Payments.

•	The GMAB is a long-term benefit and you may only benefit from this feature if you continue the GMAB for the full benefit period. Carefully consider the share class of the Contract you elect, your investment time horizon, and the benefits of the GMAB option selected.

Canceling the GMAB

You may cancel the GMAB at any time. You should be aware that if you cancel the GMAB you will not receive a benefit under the GMAB and any additional charges previously deducted from your Contract Value will not be returned. The cancellation will be effective on the Business Day we receive our cancellation form in Good Order at our Service Center. Once the GMAB is terminated, it cannot be reinstated.

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GMAB Termination

The GMAB will terminate under any of the following conditions:

•	if we receive our cancellation form in Good Order at our Service Center;

•	if you elect to have all of your Contract Value applied to an Annuity Option;

•	in most states, if you change the ownership of the Contract, except:

∘	changes to a spouse, domestic partner or civil union partner who was not over the maximum allowable Age for electing the GMAB on the Issue Date,

∘	changes in ownership to or from certain trusts;

•

if a death benefit becomes payable in accordance with the provisions of the Contract, including a Contract continued after your death by a non-spouse Beneficiary or a Contract continued by a spouse, domestic partner or civil union partner who had reached the maximum allowable Age for electing the GMAB on the Issue Date;

•	if the Contract terminates according to the terms of the Contract, except if your Contract Value declines to zero due to investment performance and/or the deduction of charges; or

•	when the benefit period ends.

12-Year Benefit

If you elected the GMAB with a 12-year benefit period, the benefit period will initially end upon your 12th Contract Anniversary. This GMAB offers a reset option, subject to the restrictions described below.

Election

The GMAB was only available at the time you applied for a Contract. The GMAB with a 12-year benefit period was not available for selection if the oldest Owner (or Annuitant, if the Owner is a non-natural person) was over the Age of 75.

GMAB Amount

While the GMAB is in effect, it provides for a minimum Contract Value at the end of the benefit period (GMAB Amount). If you have not elected to reset the GMAB Amount, it is equal to the total Purchase Payments received prior to the first Contract Anniversary reduced by adjustments for any withdrawals. If you elect to reset the GMAB Amount, the GMAB Amount will equal the Contract Value as of the reset date reduced by adjustments for any subsequent withdrawals. See ‘‘GMAB Amount Adjustment for Withdrawals’’ below for a description of how we adjust the GMAB Amount for withdrawals.

GMAB Amount Adjustment for Withdrawals

On the Business Day a withdrawal is effective, we will adjust your GMAB Amount. The adjustment for withdrawals is calculated as follows:

(1)	The withdrawal amount, including any applicable CDSC; divided by

(2)	Your Contract Value immediately prior to the withdrawal; with the result multiplied by

(3)	Your GMAB Amount immediately prior to the withdrawal. Withdrawals will reduce your GMAB Amount in direct proportion to the Contract Value reduction. For example if you take a 20% withdrawal from your Contract Value, your GMAB Amount will be reduced by 20%.

We consider the application of a portion of your Contract Value to an Annuity Option as a withdrawal for purposes of calculating the GMAB Amount.

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Benefit Period

The GMAB Amount is not available until the end of the benefit period. The benefit period ends on the Contract Anniversary twelve years after the later of the Issue Date or the most recent reset date. However if your Contract Anniversary falls on a non-Business Day, the benefit period will end on the next Business Day.

The Reset Option

Beginning on your second Contract Anniversary, and each subsequent Contract Anniversary while the GMAB is in effect, you may elect to reset your GMAB Amount which will start your twelve year benefit period over again. For example, if you reset as of your second Contract Anniversary, your 12-year benefit period will end on your 14th Contract Anniversary.

If you want to reset your GMAB Amount on your upcoming Contract Anniversary, you must submit a Written Request in Good Order to our Service Center within the period beginning 30 calendar days prior to your Contract Anniversary and ending at the Close of Business on the Business Day immediately preceding your Contract Anniversary.

We will determine if a reset is applicable by comparing your Contract Value to your GMAB Amount. If your Contract Value is less than or equal to the GMAB Amount, the reset will not take place and the existing GMAB Amount and benefit period will remain in place. If your Contract Value is greater than the GMAB Amount, we will reset the GMAB Amount to equal the Contract Value, as detailed below.

•	If your Contract Anniversary falls on a Business Day, we will use your Contract Value as of the Close of Business on that day to compare to your GMAB Amount and, if applicable, will reset the GMAB Amount on your Contract Anniversary.

•

If your Contract Anniversary falls on a non-Business Day, we will use your Contract Value as of the Business Day immediately preceding your Contract Anniversary to compare to your GMAB Amount and, if applicable, will reset the GMAB Amount on the Business Day immediately preceding your Contract Anniversary.

You cannot elect a reset that would extend your benefit period beyond your Annuity Date. The reset election is not available if the oldest Owner (or Annuitant if the Owner is a non-natural person) is Age 79 or older. Purchase payments made after a reset will not change the GMAB Amount.

What Happens at the End of the Benefit Period?

At the end of the benefit period, we determine whether a credit is due (GMAB Credit). If a GMAB Credit is due, we credit your Contract Value at the end of the benefit period. The GMAB Credit will be applied proportionally to the Sub-Accounts you are invested in when we apply the GMAB Credit. Electing a GMAB does not guarantee that a GMAB Credit will be paid.

At the end of the benefit period, your election of the GMAB terminates with no benefits or charges accruing thereafter. For additional information see ‘‘Appendix F – Guaranteed Minimum Accumulation Benefit (12-Year Benefit) Examples – Example 4.’’

How Do We Calculate the GMAB Credit?

The amount of your GMAB Credit, if any, depends on the timing of your Purchase Payments as detailed below.

(1)	If you have not made any Purchase Payments after the first Contract Year and there has not been a reset, or you have not made any Purchase Payments after your most recent reset, then your GMAB Credit equals the result of A minus B:

(A)	Your GMAB Amount at the end of the benefit period; and

(B)	Your Contract Value at the end of the benefit period. If B is greater than A, you will not receive a GMAB Credit.

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(2)	If any Purchase Payments were made after the first Contract Year and there has not been a reset, then your GMAB Credit equals the result of A minus B:

(A)	Your GMAB Amount at the end of the benefit period; and

(B)	Your Contract Value at the end of the benefit period multiplied by the following percentage:

(i)	Purchase Payments made during the first Contract Year; divided by

(ii)	Total Purchase Payments. If B is greater than A, you will not receive a GMAB Credit.

(3)	If any Purchase Payments were made after the most recent reset, then your GMAB Credit equals the result of A minus B:

(A)	Your GMAB Amount at the end of the benefit period; and

(B)	Your Contract Value at the end of the benefit period multiplied by the following percentage:

(i)	Your Contract Value as of the most recent reset; divided by

(ii)	Your Contract Value as of the most recent reset plus any Purchase Payments made after the most recent reset.

If B is greater than A, you will not receive a GMAB Credit.

See ‘‘Appendix F – Guaranteed Minimum Accumulation Benefit (12-Year Benefit) Examples – Example 4.’’

GMAB Charge

While the GMAB remains in effect, the GMAB charge will be deducted from the Contract Value quarterly in arrears. The first charge will be deducted three months after the rider effective date. The charge will be deducted from the Sub-Accounts in the ratio that your value in each Sub-Account bears to your Contract Value. The current GMAB charge is equal to a percentage of the GMAB Amount, as of the date the charge is deducted.

If the GMAB is terminated for any reason, a pro-rated charge will be deducted at the time of termination, based on the ratio of (a) total calendar days elapsed in that quarter, and (b) total calendar days in that quarter. The GMAB charge will be discontinued upon termination of the GMAB.

We may change the GMAB charge at any time while you own the Contract, including upon reset of the GMAB Amount, subject to the maximum GMAB charge. We will notify you in advance by Written Notice if we change the GMAB charge.

See ‘‘Fees and Expenses’’ for the current and maximum GMAB charges.

20-Year Benefit

If you elected the GMAB with a 20-year benefit period, the benefit period will end upon your 20th Contract Anniversary. This option does not offer a reset option.

Election

The GMAB was only available at the time you applied for a Contract. The GMAB with a 20-year benefit period was not available for selection if the oldest Owner (or Annuitant, if the Owner is a non-natural person) was older than Age 65.

GMAB Amount

While the GMAB is in effect, it provides for a minimum Contract Value at the end of the benefit period (GMAB Amount). It is equal to 165% of the total Purchase Payments received prior to the first Contract Anniversary, reduced by adjustments for any withdrawals. See ‘‘GMAB Amount Adjustment for Withdrawals’’ below for a description of how we adjust the GMAB Amount for withdrawals.

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GMAB Amount Adjustment for Withdrawals

On the Business Day a withdrawal is effective, we will adjust your GMAB Amount. The adjustment for withdrawals is calculated as follows:

(1)	The withdrawal amount, including any applicable CDSC; divided by

(2)	Your Contract Value immediately prior to the withdrawal; with the result multiplied by

(3)	Your GMAB Amount immediately prior to the withdrawal.

Withdrawals will reduce your GMAB Amount in direct proportion to the Contract Value reduction. For example if you take a 20% withdrawal from your Contract Value, your GMAB Amount will be reduced by 20%.

We consider the application of a portion of your Contract Value to an Annuity Option as a withdrawal for purposes of calculating the GMAB Amount.

Benefit Period

The GMAB Amount is not available until the end of the benefit period. The benefit period ends on the Contract Anniversary twenty years after the Issue Date. However if your Contract Anniversary falls on a non-Business Day, the benefit period will end on the next Business Day.

What Happens at the End of the Benefit Period?

At the end of the benefit period, your election of the GMAB terminates with no benefits or charges accruing thereafter. For additional information see ‘‘Appendix G – Guaranteed Minimum Accumulation Benefit (20-Year Benefit) Examples – Example 4.’’

How Do We Calculate the GMAB Credit?

The amount of your GMAB Credit, if any, depends on the timing of your Purchase Payments as detailed below.

(1)	If you have not made any Purchase Payments after the first Contract Year, then your GMAB Credit equals the result of A minus B:

(A)	Your GMAB Amount at the end of the benefit period; and

(B)	Your Contract Value at the end of the benefit period. If B is greater than A, you will not receive a GMAB Credit.

(2)	If any Purchase Payments were made after the first Contract Year, then your GMAB Credit equals the result of A minus B:

(A)	Your GMAB Amount at the end of the benefit period; and

(B)	Your Contract Value at the end of the benefit period multiplied by the following percentage:

(i)	Your total Purchase Payments made in the first Contract Year multiplied by 165%; divided by

(ii)	Your total Purchase Payments made in the first Contract Year multiplied by 165% plus any Purchase Payments made after the first Contract Year.

If B is greater than A, you will not receive a GMAB Credit. See ‘‘Appendix G – Guaranteed Minimum Accumulation Benefit (20-Year Benefit) Examples – Example 4.’’

GMAB Charge

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The current GMAB charge is equal to a percentage of the GMAB Charge Base. We calculate the GMAB Charge Base on the Business Day the charge is assessed. The GMAB Charge Base is the total Purchase Payments made during the first Contract Year adjusted by any withdrawals, including any applicable CDSC, made during the benefit period.

For purposes of determining the impact of a withdrawal on the GMAB Charge Base, we calculate the proportion of the withdrawal amount to the Contract Value immediately prior to the withdrawal and then reduce the GMAB charge by that proportion.

We may change the GMAB charge at any time while you own the Contract, subject to the maximum GMAB charge shown. We will notify you in advance by Written Notice if we change the GMAB charge.

See ‘‘Fees and Expenses’’ for the current and maximum GMAB charges.

Withdrawals

Your ability to take a withdrawal may be restricted by certain provisions of the Internal Revenue Code. Furthermore, if your Contract is issued under a qualified plan, your ability to take a withdrawal may be restricted by your plan documents. Income taxes, tax penalties, a CDSC and certain restrictions may apply to any withdrawal you make.

During the Accumulation Phase you may make either partial or full withdrawals of your Contract Value. When making a partial withdrawal, you must withdraw at least $100 or your entire Contract Value in a Sub-Account, if less. We reserve the right to increase the minimum withdrawal amount to $500. We will exercise this right should we see a significant increase in withdrawal activity by Owners that leads to an increase in cost to administer the Contract. If we exercise this right, we will do so in the same manner for all Owners, and we will provide Owners with prior Written Notice of our decision to increase the minimum withdrawal amount.

You may only make a partial withdrawal if at least $2,000 in Contract Value remains following the partial withdrawal, unless the payment is under a Systematic Withdrawal Program (SWP) and the withdrawal is an RMD or is made under a SWP intended to qualify as a series of substantially equal periodic payments for purposes of avoiding the additional 10% tax applicable to distributions that occur prior to age 59½. Otherwise, you may only make a full withdrawal. Unless you instruct us otherwise, we take any partial withdrawal proportionally from your Contract Value in your selected investment choices.

A partial withdrawal reduces the Contract Value by the amount of the withdrawal. In addition, we reflect the withdrawal as a pro rata reduction to the value of the Contract’s death benefit and to any elected GMAB. We describe this reduction under each feature’s description. After you withdraw your full Contract Value, the Contract terminates when there are no Annuity Payments remaining and does not provide a death benefit other than any death benefit that may be provided under any portion of your Contract that was previously applied to an Annuity Option. In addition, the GMAB (if elected) will terminate when you withdraw your full Contract Value.

When you make a full withdrawal you will receive your Contract Value:

•	less any applicable CDSC;

•	less any applicable Premium Tax;

•	less any applicable annual contract maintenance charge; and

•	less any Purchase Payments we credited to your Contract that have not cleared the bank, until they clear the bank.

See ‘‘Appendix C – Contingent Deferred Sales Charge (CDSC) Example.’’

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Requests in Writing

To request a withdrawal in writing, submit either a partial withdrawal or full withdrawal form in Good Order to our Service Center. If your withdrawal involves an exchange or transfer of assets to another financial institution, we also require a “letter of acceptance” from the financial institution.

Requests by Other Means

You may request certain partial and full withdrawals by other means we authorize such as email, telephone, or fax. Contact our Service Center for details.

Withdrawal Effective Date

For Written Requests, your withdrawal is effective on the Business Day we receive, in Good Order at our Service Center:

•	a partial withdrawal or full withdrawal form acceptable to us; and

•	if applicable, a “letter of acceptance.”

If we receive this/these item(s) at our Service Center on a Non-Business Day or after the Close of Business, your withdrawal request will be effective on the next Business Day. For email, telephone or fax requests, your withdrawal is effective on the Business Day we receive your request in Good Order, provided it is received prior to the Close of Business. For requests received after the Close of Business, your withdrawal will be effective on the next Business Day.

Delivery of Withdrawal Amount

We will pay any withdrawal amount within seven calendar days of the withdrawal effective date unless we are required to suspend or postpone withdrawal payments. See ‘‘Other Information – Payments We Make.’’

We will generally pay any full or partial withdrawal to the Owner, unless you direct otherwise. If the Owner is a non-natural person, withdrawals will be paid to the Owner with the exception of RMD payments from a Contract owned by a qualified plan.

Systematic Withdrawal Program

For detailed rules and restrictions pertaining to this program and instructions for electing the program contact our Service Center.

The Systematic Withdrawal Program (SWP) allows you to set up automatic periodic withdrawals from your Contract Value. We will take any withdrawal under this program proportionally from your Contract Value in your selected investment choices.

Your SWP will end:

•	if you withdraw your total Contract Value;

•	if we receive, in Good Order, a notification of the Owner’s death;

•	if we receive, in Good Order, a notification of the Annuitant’s death if the Owner is a non-natural person;

•	if we process the last withdrawal for the period you selected, if applicable;

•

if the next withdrawal will lower your Contract Value below the minimum Contract Value we allow following a partial withdrawal, unless your withdrawal is an RMD or is made under a SWP intended to qualify as a series of substantially equal periodic payments for purposes of avoiding the additional 10% tax applicable to distributions that occur prior to age 59½;

•	if you apply your full Contract Value to an Annuity Option; or

•	if you give us a Written Request or request over the telephone, in Good Order, to terminate your program any time on or before the next withdrawal date. If your Contract is a Non-Qualified Beneficiary Annuity or a Beneficiary IRA, your SWP cannot be terminated.

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Taxes

The information in this prospectus is general and is not an exhaustive discussion of all tax questions that might arise under the Contract. The information is not written or intended as tax or legal advice. You should consult a tax adviser about your own circumstances. In addition, we do not profess to know the likelihood that current federal income tax laws and Treasury Regulations or the current interpretations of the Internal Revenue Code, Regulations, and other guidance will continue. We cannot make any guarantee regarding the future tax treatment of any contract. We reserve the right to make changes in the Contract to assure that it continues to qualify as an annuity for tax purposes.

No attempt is made in this prospectus to consider any applicable state or other tax laws.

Taxation of the Company

MassMutual is taxed as a life insurance company under the Internal Revenue Code of 1986, as amended (IRC). For federal income tax purposes, the Separate Account is not a separate entity from MassMutual, and its operations form a part of MassMutual.

Investment income and any realized gains on Separate Account assets generally are reflected in the Contract Value, although treated as accruing to the Company and not to you. As a result, no taxes are due currently on interest, dividends and short or long-term gains earned by the Separate Account with respect to your Contract. The Company may be entitled to certain tax benefits related to the investment of Company assets, including assets of the Separate Account. These tax benefits, which may include foreign tax credits and the corporate dividends received deduction, are not passed back to you since the Company is the owner of the assets from which the tax benefits are derived.

Annuities in General

Annuity contracts are a means of both setting aside money for future needs – usually retirement – and for providing a mechanism to administer the payout of those funds. Congress recognized how important providing for retirement was and created special rules in the IRC for annuities. Simply stated, these rules provide that you will generally not be taxed on the earnings on the money held in your annuity contract until you take the money out. This is referred to as tax deferral.

Diversification

IRC Section 817(h) imposes certain diversification standards on the underlying assets of variable annuity contracts. The IRC provides that a variable annuity contract will not be treated as an annuity contract for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the United States Treasury Department, adequately diversified. Disqualification of the Contract as an annuity contract would result in a loss of tax deferral, meaning the imposition of federal income tax to the Owner with respect to earnings under the Contract prior to the receipt of payments under the Contract. We intend that all investment portfolios underlying the Contracts will be managed in such a manner as to comply with these diversification requirements.

Investor Control of Assets

For variable annuity contracts, tax deferral also depends on the insurance company, and not you, having control of the assets held in the Separate Accounts. You can transfer among the Sub-Accounts but cannot direct the investments each underlying 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 Contract as it is earned rather than when it is withdrawn. The IRS has provided some guidance on investor control by issuing Revenue Rulings 2003-91 and 2003-92, but some issues remain unclear. One unanswered question is whether an Owner will be deemed to own the assets in the contract if a variable contract offers too large a choice of Funds in which to invest, and if so, what that number might be. We do not know if the IRS will issue any further guidance on this question. We do not know if any guidance would have a retroactive effect. Consequently, we reserve the right to modify the Contract, as necessary, so that you will not be treated as having investor control of the assets held under the Separate Account.

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Non-Qualified Contracts

Your Contract is referred to as a Non-Qualified Contract if you do not purchase the Contract under a qualified plan such as an Individual Retirement Annuity (IRA), Roth IRA, tax-sheltered annuity plan (TSA or TSA plan), corporate pension and profit-sharing plan (including 401(k) plans and H.R. 10 plans), or a governmental 457(b) deferred compensation plan.

Qualified Contracts

Your Contract is referred to as a Qualified Contract if it is purchased under a qualified retirement plan (qualified plan) such as an Individual Retirement Annuity (IRA), Roth IRA, tax-sheltered annuity plan (TSA or TSA plan), corporate pension and profit-sharing plan (including 401(k) plans and H.R. 10 plans), or a governmental 457(b) deferred compensation plan. Qualified plans are subject to various limitations on eligibility, contributions, transferability and distributions based on the type of plan. The tax rules regarding qualified plans are very complex and will have differing applications depending on individual facts and circumstances. You should consult a tax adviser as to the tax treatment and suitability of such an investment.

Taxation of participants in each qualified plan varies with the type of plan and terms and conditions of each specific plan. Owners, 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 contracts issued pursuant to the plan. Some retirement plans are subject to distribution and other requirements that are not incorporated into our administrative procedures. Owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the contracts comply with applicable law.

Contracts issued under a qualified plan include special provisions restricting contract provisions that may otherwise be available as described in this prospectus. Generally, contracts issued under a qualified plan are not transferable. 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 distributions from Qualified Contracts. See “Taxes – Taxation of Qualified Contracts.”

Eligible rollover distributions from an IRA, TSA, qualified plan or governmental 457(b) deferred compensation plan may generally be rolled over into another IRA, TSA, qualified plan or governmental 457(b) deferred compensation plan, if permitted by the plan.

These amounts may be transferred directly from one qualified plan or account to another, or as an indirect rollover, in which the plan participant receives a distribution from the qualified plan or account, and reinvests it in the receiving qualified plan or account within 60 days of receiving the distribution.

IRC Section 408(d)(3)(B) provides that an individual is only permitted to make one indirect rollover from an IRA to another IRA in any 1-year period. The IRS previously applied this limitation on an IRA-by-IRA basis, allowing a taxpayer to make an indirect rollover from an IRA, so long as he or she had not made an indirect rollover from that same IRA within the preceding 1-year period, even if he or she had made indirect rollovers from a different IRA. Effective for distributions on or after January 1, 2015 the limitation applies on an aggregate basis, meaning that an individual cannot make an indirect rollover from one IRA to another if he or she has made an indirect rollover involving any IRA (including a Roth, SEP, or SIMPLE IRA) within one year.

It is important to note that the one rollover per year limitation does not apply to amounts transferred directly between IRAs in a trustee-to-trustee transfer.

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 Contracts we sell in connection with employer-sponsored qualified plans use annuity tables which do not differentiate on the basis of sex. Such annuity tables are also available for use in connection with certain non-qualified deferred compensation plans.

Following are general descriptions of the types of qualified plans with which the Contracts 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. You should consult a tax adviser as to the tax treatment and suitability of your investment. The contribution limits referenced in the plan descriptions below are the limits for 2024, and may change in subsequent years.

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Individual Retirement Annuities

IRC Section 408(b) permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity (IRA). IRAs are subject to limitations on eligibility, contributions, transferability and distributions. See “Taxes – Taxation of Qualified Contracts.” IRA contributions are limited to the lesser of $7,000 or 100% of compensation, and an additional catch-up contribution of $1,000 is available for individuals age 50 and over. Contributions are deductible, unless you are an active participant in a qualified plan and your modified adjusted gross income exceeds certain limits. Contracts issued for use with IRAs are subject to special requirements by the IRC, including the requirement that certain informational disclosure be given to persons desiring to establish an IRA. You should consult a tax adviser as to the tax treatment and suitability of such an investment.

SEP IRAs

IRC Section 408(k) permits certain employers to establish IRAs for employees that qualify as Simplified Employee Pension (SEP) IRAs. Contributions to the plan for the benefit of employees will not be includible in the gross income of the employees until distributed from the plan. SEP IRAs are treated as defined contribution plans for purposes of the limits on employer contributions. Employer contributions cannot exceed the lesser of:

•	$69,000; or

•	25% of compensation (a maximum of $345,000 of compensation may be considered).

The employee may treat the SEP account as a traditional IRA and make deductible and non-deductible contributions if the general IRA requirements are met. SEP IRAs are subject to additional restrictions, including on items such as: the form, manner and timing of distributions; transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions and withdrawals. See “Taxes – Taxation of Qualified Contracts.” You should consult a tax adviser as to the tax treatment and suitability of such an investment.

SIMPLE IRAs

IRC Section 408(p) permits certain small employers to establish a Savings Incentive Match Plan for Employees (SIMPLE) IRA. SIMPLE IRA plans permit employees to make elective contributions only through a qualified salary reduction agreement.

Employers can make contributions to the plan through either matching contributions or non-elective contributions. An employee’s annual elective salary reduction contributions are limited to the lesser of $16,000 or 100% of compensation, and an additional catch-up contribution is available for individuals age 50 and over, up to the lesser of $3,500 or total compensation less any other elective deferrals. Elective contributions made to a SIMPLE IRA are counted against the overall limit on elective deferrals by any individual (the lesser of $23,000 or 100% of compensation). The employer must make certain matching contributions or non-elective contributions to the employee’s account. SIMPLE IRAs are subject to additional restrictions, including on items such as: the form, manner and timing of distributions; transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions and withdrawals. See “Taxes – Taxation of Qualified Contracts.” You should consult a tax adviser as to tax treatment and suitability of such an investment.

Roth IRAs

IRC Section 408A permits eligible individuals to contribute to a non-deductible IRA, known as a Roth IRA. Roth IRAs are subject to limitations on eligibility, contributions, transferability and distributions. Roth IRA contributions are limited to the lesser of $7,000 or 100% of compensation, and an additional catch-up contribution of $1,000 is available for individuals age 50 or over. The maximums are decreased by any contributions made to a traditional IRA for the same tax year. Lower maximum Roth IRA contribution limits apply to individuals whose modified adjusted gross income exceeds certain limits. Amounts may be rolled over from one Roth IRA to another Roth IRA. Furthermore, an individual may make a rollover contribution from a non-Roth IRA to a Roth IRA, known as a conversion. The individual must pay tax on any portion of the IRA being rolled over that represents income or previously deductible IRA contributions. The determination of taxable income is based on the fair market value of the IRA at the time of the conversion. See “Taxes – Required Minimum Distributions for Qualified Contracts” for information on the determination of the fair market value of an annuity contract that provides additional benefits (such as certain living or death benefits). You should consult a tax adviser as to the tax treatment and suitability of such an investment.

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Corporate Pension and Profit-Sharing Plans

IRC Sections 401(a) and 401(k) permit employers to establish various types of retirement plans for employees. Contributions made to the plan for the benefit of the employees and the earnings on those contributions are generally not included in gross income of the employees until distributed from the plan. The tax consequences to plan participants may vary depending upon the particular plan design. In general, annual contributions made by an employer and employee to a defined contribution plan may not exceed the lesser of:

•	$69,000; or

•	100% of compensation or earned income (a maximum of $345,000 of compensation may be considered).

An employee’s elective salary reduction contributions under a cash or deferred arrangement (i.e. a 401(k) plan) are limited to $23,000, with an additional catch-up contribution of up to $7,500 available for eligible plan participants age 50 or over. Defined benefit plans are limited to contributions necessary to fund a promised level of benefit. The annual benefit under a defined benefit plan is limited to:

•	100% of compensation for a plan participant’s highest three years; or

•

$275,000.

Plans are subject to additional restrictions, including on such items as: the form, manner and timing of distributions; transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions and withdrawals. See ‘‘Taxes – Taxation of Qualified Contracts.’’ You should consult a tax adviser as to the tax treatment and suitability of such an investment.

H.R. 10 Plans

IRC Section 401(a) permits self-employed individuals to establish qualified plans for themselves and their employees, commonly referred to as ‘‘H.R.10’’ or ‘‘Keogh’’ plans. Contributions made to the plan for the benefit of the employees and the earnings on those contributions are generally not included in gross income of the employees until distributed from the plan. The tax consequences to plan participants may vary depending upon the particular plan design.

In general, H.R. 10 Plans are subject to the same restrictions as corporate pension and profit-sharing plans (see ‘‘Taxes – Qualified Contracts – Corporate Pension and Profit-Sharing Plans’’), including limitations on eligibility, participation, contributions, time and manner of distributions, transferability and taxation of distributions. See ‘‘Taxes – Taxation of Qualified Contracts.’’ You should consult a tax adviser as to the tax treatment and suitability of such an investment.

Taxation of Non-Qualified Contracts

You, as the Owner of a non-qualified annuity, will generally not be taxed on any increases in the value of your Contract until a distribution occurs. There are different rules as to how you are taxed depending on whether the distribution is a withdrawal or an Annuity Payment.

Withdrawals

The IRC generally treats any withdrawal (1) allocable to investment in the Contract made after August 13, 1982 in an annuity contract entered into prior to August 14, 1982 and (2) from an annuity contract entered into after August 13, 1982, as first coming from earnings and then from your investment in the Contract. The withdrawn earnings are subject to tax as ordinary income.

Annuity Payments

Annuity Payments occur as the result of the Contract reaching its annuity starting date. Non-annuitized life expectancy distributions made to a Beneficiary, under a Non-Qualified Beneficiary Annuity SWP program that we administer, are also treated as Annuity Payments. A portion of each Annuity Payment is treated as a partial return of your investment in the Contract and is not taxed. The remaining portion of the Annuity Payment is treated as ordinary income. The Annuity Payment is divided between these taxable and non-taxable portions based on the calculation of an exclusion amount. The exclusion amount for Annuity Payments based on a fixed

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Annuity Option is determined by multiplying the payment by the ratio that the cost basis of the Contract (adjusted for any period certain or refund feature) bears to the expected return under the Contract.

The exclusion amount for Annuity Payments based on a variable Annuity Option is determined by dividing the cost basis of the Contract (adjusted for any period certain or refund guarantee) by the number of years over which the annuity is expected to be paid. If, in any year, total payments received under a variable Annuity Option are less than the exclusion amount allocable to that year, Treasury Regulations allow you to choose to recalculate your exclusion amount in subsequent years, by filing a statement with your income tax return. We will continue to report distributions using the exclusion amount as originally calculated. For additional information, please consult with your tax advisor and see IRS Publication 939. Annuity Payments received after you have recovered all of your investment in the Contract are fully taxable.

The IRC also provides that any amount received (both Annuity Payments and withdrawals) under an annuity contract which is included in income may be subject to an additional tax. The additional tax is equal to 10% of the amount that is includible in income. Some withdrawals will be exempt from the additional tax. They include any amounts:

(1)	paid on or after you reach age 59½;

(2)	paid to your Beneficiary after you die;

(3)	paid if you become totally disabled (as that term is defined in the IRC);

(4)

paid in a series of substantially equal periodic payments made annually (or more frequently) for your life or life expectancy or for the joint lives or joint life expectancies of you and your designated Beneficiary. Annuity Payments may qualify for this exception if they satisfy the RMD rules applicable to Annuity Payments from qualified plans and IRAs;

(5)	paid under an immediate annuity; or

(6)	which come from investment in the Contract made before August 14, 1982.

With respect to (4) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59½ or five 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% additional tax), but for the exception, plus interest for the tax years in which the exception was used. A withdrawal outside of the series of substantially equal period payments, or an additional Purchase Payment into your Contract, may be considered an impermissible modification. However, after 2023, a tax-free rollover or transfer to another qualified plan or IRA, from which a series of substantially equal periodic payments is received, will not result in a modification if the combined distributions from the old and new arrangements continue to satisfy the exception. The rules governing substantially equal periodic payments are complex. You should consult a tax adviser for more specific information.

Multiple Contracts

The IRC provides that multiple non-qualified annuity contracts which are issued within a calendar year to the same owner by one company or its affiliates are treated as one deferred annuity contract for purposes of determining the tax consequences of any distribution. Such treatment may result in adverse tax consequences including more rapid taxation of the distributed amounts from such combination of contracts. This rule does not apply to immediate annuities.

Tax Treatment of Assignments

An assignment or pledge of a Contract may be a taxable event. You should consult a tax adviser if you wish to assign or pledge your Contract. Annuity contracts issued after April 22, 1987 that are transferred for less than full and adequate consideration (including gifts) are subject to tax to the extent of gain in the Contract. This does not apply to transfers between spouses or certain transfers incident to a divorce under IRC Section 1041.

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Distributions After Death of an Owner

In order to be treated as an annuity contract for federal income tax purposes, IRC Section 72(s) requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of an Owner of the Contract. Specifically, IRC Section 72(s) requires that:

(a) if any Owner dies on or after the annuity starting date, but prior to the time the entire interest in the Contract has been distributed, the entire interest in the Contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such Owner’s death; and

(b) if any Owner dies prior to the annuity starting date, the entire interest in the Contract will be distributed within five years after the date of such Owner’s death.

These requirements will be considered satisfied as to any portion of an Owner’s interest which is payable to or for the benefit of a designated Beneficiary and which is distributed over the life of such designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, provided that such distributions begin within one year of the Owner’s death. The designated Beneficiary refers to a natural person designated by the Owner as a Beneficiary and to whom ownership of the Contract passes by reason of death. However, if the designated Beneficiary is the surviving spouse of the deceased Owner, the Contract may be continued with the surviving spouse as the new Owner. The Non-Qualified Contracts contain provisions that are intended to comply with these IRC requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise. Non-annuitized life expectancy distributions made to a Beneficiary, under a Non-Qualified Beneficiary Annuity SWP program that we administer, will be treated as variable Annuity Payments for income tax purposes.

Taxation of Qualified Contracts

If you have no cost basis for your interest in a Qualified Contract, the full amount of any distribution is taxable to you as ordinary income. If you do have a cost basis for all or some of your interest, a portion of the distribution is taxable, generally based on the ratio of your cost basis to your total Contract Value. Special tax rules may be available for certain distributions from a qualified plan.

IRC Section 72(t) imposes a 10% additional income tax on the taxable portion of any distribution from qualified plans, including contracts issued and qualified under IRC Sections 401 (pension and profit-sharing plans), 403 (TSAs), 408 (IRAs), and 408A (Roth IRAs). With respect to SIMPLE IRAs, the 10% additional tax is increased to 25% if the distribution occurs within the first two years after the commencement of the employee’s participation in the plan. Exceptions from the additional tax are as follows:

(1)	distributions made on or after you reach age 59½;

(2)	distributions made after your death;

(3)	distributions made that are attributable to the employee being disabled as defined in the IRC;

(4)

after severance from employment, distributions that are part of a series of substantially equal periodic payments made not less frequently than annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated Beneficiary (in applying this exception to distributions from IRAs, a severance of employment is not required). Annuity Payments may qualify for this exception if they satisfy the RMD rules applicable to Annuity Payments from qualified plans and IRAs;

(5)	distributions made after severance from employment if you have reached age 55, or after you have reached age 50 or 25 years of service for qualified public safety employees and private sector firefighters (not applicable to distributions from IRAs);

(6)	corrective distributions of amounts that exceed tax law limitations;

(7)	distributions made to you up to the amount allowable as a deduction to you under IRC Section 213 for amounts you paid during the taxable year for medical care;

(8)	distributions made on account of an IRS levy made on a qualified retirement plan or IRA;

(9)	distributions made to an alternate payee pursuant to a qualified domestic relations order (not applicable to distributions from IRAs);

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(10)	distributions from an IRA for the purchase of medical insurance (as described in IRC 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;

(11)	certain qualified reservist distributions;

(12)	distributions from an IRA to the extent they do not exceed your qualified higher education expenses (as defined in IRC Section 72(t)(7)) for the taxable year;

(13)	distributions from an IRA which are qualified first-time homebuyer distributions (as defined in IRC Section 72(t)(8));

(14)	distributions which are qualified birth or adoption distributions (as defined in IRC Section 72(t)(2)(H)). Such distributions can be recontributed within the three year period beginning on the date received;

(15)	certain distributions made after December 31, 2023 for emergency personal expenses (as provided in IRC Section 72(t)(2)(I)). Such distributions can be recontributed within the three-year period beginning on the date received;

(16)	eligible distributions made after December 31, 2023 to you if you are a victim of domestic abuse (as provided in IRC Section 72(t)(2)(K)). Such distributions may be recontributed within the three-year period beginning on the date received;

(17)	distributions made to you if you are a terminally ill individual (as provided in IRC Section 72(t)(2)(L)). Such distributions may be recontributed within the three-year period beginning on the date received; and

(18)	distributions that are qualified disaster recovery distributions under IRC Section 72(t)(2)(M). Such distributions may be recontributed within the three-year period beginning on the date received.

With respect to (4) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59½ or five 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% additional tax) but for the exception, plus interest for the tax years in which the exception was used. A withdrawal outside of the series of substantially equal period payments, or an additional Purchase Payment into your Contract, may be considered an impermissible modification. However, after 2023, a tax-free rollover or transfer to another qualified plan or IRA, from which a series of substantially equal periodic payments is received, will not result in a modification if the combined distributions from the old and new arrangements continue to satisfy the exception. The rules governing substantially equal periodic payments are complex. You should consult a tax adviser or IRS Notice 2022-6 for more specific information.

Required Minimum Distributions for Qualified Contracts

For Qualified Contracts other than Roth IRAs, distributions generally must begin no later than April 1^st of the calendar year following the later of:

(1)	the calendar year in which you attained the “applicable age” as defined in IRC Section 401(a)(9); or

(2)	the calendar year in which you retire.

If you were born after December 31, 1950 and before January 1, 1960, your applicable age is 73. If you were born after December 31, 1959, your applicable age is 75. Previously, the age at which RMDs were required to begin was 70½ for those born before July 1, 1949, and 72 for those born after June 30, 1949 and before January 1, 1951.

The date set forth in (2) does not apply to an IRA or to a five percent owner of the employer maintaining the plan. Required distributions generally must be over a period not exceeding your life or life expectancy or the joint lives or joint life expectancies of you and your designated Beneficiary. Upon your death, additional distribution requirements are imposed. If your Contract is held as a Roth IRA, there are no RMDs during your life. However, upon your death your Beneficiary is subject to RMD requirements. If RMDs are not made, a penalty tax of up to 25% is imposed on the amount that should have been distributed.

These rules were significantly changed under the Setting Every Community Up for Retirement Enhancement (SECURE) Act, enacted in late 2019, and differ for Qualified Contracts when death occurs after December 31, 2019 versus those where death occurred on or before December 31, 2019 (on or before December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement).

Where the Owner’s death occurred on or before December 31, 2019 (on or before December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement), if the Contract had not yet entered the Annuity Phase and death occurred after the required beginning date, distributions must be made at least as rapidly as under the method in effect at the time of the Owner’s death, or over the life or life expectancy of the designated Beneficiary. If the Contract had not entered the

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Annuity Phase and death occurred before the required beginning date, the remaining interest must be distributed within five years or over the life or life expectancy of the designated Beneficiary. If the Owner’s death occurred after the Contract had entered the Annuity Phase, distributions must be made at least as rapidly as under the method in effect at the time of the Owner’s death.

If your death occurs after December 31, 2019 (after December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement) and your designated Beneficiary is not an ‘‘Eligible Designated Beneficiary’’ as defined in IRC Section 401(a)(9), the remaining interest must be distributed within ten years, regardless of whether your death occurs before or after your required beginning date or whether your Contract had entered the Annuity Phase. In addition, if your death occurs on or after your required beginning date, proposed regulations under IRC Section 401(a)(9) would require annual RMDs during the ten year distribution period. If your designated Beneficiary is considered an Eligible Designated Beneficiary, the remaining interest must be distributed within ten years or over the life or life expectancy of the designated Beneficiary. We only offer a life or life expectancy distribution option to a designated Beneficiary who either (1) is the surviving spouse of the deceased qualified plan participant or IRA owner or, (2) is not more than ten years younger than the deceased qualified plan participant or IRA owner. In the future, we may allow additional classes of Eligible Designated Beneficiaries to elect a life or life expectancy distribution option.

If your death occurs after December 31, 2019 (after December 31, 2021 for participants of a governmental plan or a plan maintained pursuant to a collective bargaining agreement) and you do not have a designated Beneficiary (including where your estate or certain trusts are the Beneficiary), the pre-2019 distribution rules generally apply. If your Contract has not yet entered the Annuity Phase and death occurs after your required beginning date, distributions must be made at least as rapidly as under the method in effect at the time of your death. If the Contract has not yet entered the Annuity Phase and your death occurs before your required beginning date, the remaining interest must be distributed within five years. If your death occurs after your Contract has entered the Annuity Phase, distributions must be made at least as rapidly as under the method in effect at the time of your death.

The Regulations under IRC Section 401(a)(9) include a provision that could increase the dollar amount of RMDs for individuals who fund their IRA or qualified retirement plan with an annuity contract. During the Accumulation Phase of the annuity Contract, Treasury Regulations Section 1.401(a)(9)-6, Q&A-12 requires that individuals add the actuarial present value of any additional benefits provided under the annuity (such as certain living or death benefits) to the dollar amount credited to the Owner or Beneficiary under the Contract in order to determine the fair market value of the Contract. A larger fair market value will result in the calculation of a higher RMD amount. You should consult a tax adviser to determine how this may impact your specific circumstances.

Partial Annuitization of Non-Qualified Contracts

The ability to apply only a portion of your Contract Value to an Annuity Option is commonly referred to as ‘‘partial annuitization’’ or ‘‘partially annuitizing.’’ Federal tax law provides favorable tax treatment of partial annuitization of a non-qualified annuity contract under certain circumstances. You should consult a tax adviser before electing to partially annuitize your Contract.

As part of the Small Business Jobs Act of 2010, IRC Section 72 was amended to provide that if part of an annuity contract’s value is applied to an Annuity Option that provides payments for one or more lives or for a period of at least ten years, the portion of the Contract that is annuitized will be treated as a separate Contract and Annuity Payments received as a result of the partial annuitization will be treated as amounts received as an annuity instead of withdrawals, and given exclusion ratio treatment.

The exclusion ratio is calculated by allocating the current investment in the Contract between the amount applied to the Annuity Option and the remaining portion of the original Contract.

If the Annuity Option you elect does not meet one of the two above-described criteria, we will report all payments from your Contract, whether from the annuitized or the deferred portions of the Contract Value, to the IRS as a distribution with the taxable amount not determined beginning with the date of the partial annuitization. It is your responsibility to document to the IRS how much, if any, of a distribution is allocable to cost basis.

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Taxation of Death Benefit Proceeds

Amounts may be distributed from a Contract because of your death or the death of the Annuitant. Generally, such amounts are includible in the income of the recipient as follows:

•	if distributed under Death Benefit Payment Option 1 (lump sum) or Option 2 (payment within five years of the date of the Owner’s death), they will be treated in the same manner as a withdrawal from the Contract; or

•	if distributed under Death Benefit Payment Option 3 or 4, they will be treated as Annuity Payments.

Section 1035 Tax Free Exchanges

IRC Section 1035 provides that a life insurance, endowment, or annuity contract may be exchanged for an annuity contract on a tax free basis. When this type of exchange occurs, the gain in the original contract is preserved in the new contract by transferring the cost basis under the original contract to the new contract. The IRS has provided guidance on the partial exchange of an annuity contract for another annuity contract. According to the guidance, partial exchanges occurring on or after October 24, 2011 will be tax free if no distribution takes place from either contract within 180 days after the exchange. If a distribution occurs within 180 days after the exchange, the IRS will apply general tax principles to determine the tax treatment of the transfer. The limitation on distributions within 180 days does not apply to Annuity Payments that are based on life expectancy or on a period certain of ten or more years. You should consult a tax adviser before entering into any 1035 exchange.

Partial exchanges which occurred prior to October 24, 2011 were subject to more restrictive guidance. You should consult a tax adviser if you have questions regarding the taxation of a prior exchange.

Beginning January 1, 2010, the Pension Protection Act of 2006 permits the exchange of an annuity contract for a qualified long-term care contract to qualify as a tax free 1035 exchange. However, if an annuity contract has entered the Annuity Phase, there is uncertainty and a lack of guidance regarding whether the exchange can qualify. Therefore, if an annuity contract has entered the Annuity Phase and the Contract or the resulting Annuity Payments are exchanged for a qualified long-term care contract, we will not treat that as a tax free 1035 exchange.

The IRS has also issued guidance allowing a Beneficiary of a non-qualified annuity contract to enter into a 1035 exchange of the death benefit for a new annuity contract, provided that the new contract will be administered as if the Owner is deceased for purposes of the death benefit requirements of IRC Section 72(s). In order to allow the death benefit under a non-qualified annuity contract to be exchanged, we may require additional documentation from the issuer of the new contract, in order to ensure that this requirement is met.

Income Tax Reporting and Withholding

Federal law requires that we file an information return on Form 1099-R with the IRS (with a copy to you) reporting any taxable amounts paid to you under the annuity contract. By January 31 of the calendar year following the year of any payment(s), we will issue the Form 1099-R to the Owner of the annuity contract. Following the death of the owner the Form 1099-R will be sent to each Beneficiary who receives a payment under the Contract.

The portion of any distribution that is includible in the gross income of the Owner is subject to federal income tax withholding. The amount of the withholding depends on the type of distribution. Withholding for periodic payments is at the same rate as wages and at the rate of 10% from non-periodic payments. However, the Owner, in most cases, may elect not to have taxes withheld or to have withholding done at a different rate. Distributions from certain retirement plans, excluding IRAs, that are not directly rolled over to another eligible retirement plan or IRA, are subject to a mandatory 20% withholding.

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The 20% withholding requirement generally does not apply to:

•	a series of substantially equal payments made at least annually for:

∘	the life or life expectancy of the Owner, or joint and last survivor expectancy of the Owner and a designated Beneficiary, or

∘	for a specified period of ten years or more;

•	distributions which are RMDs;

•	hardship distributions from a 401(k) plan; or

•	distributions that are qualified birth or adoption distributions as defined in IRC Section 72(t)(2)(H).

You should consult a tax adviser regarding withholding requirements.

Generation Skipping Transfer Tax Withholding

Under certain circumstances, the IRC may impose a generation skipping transfer tax when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the IRC may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS.

Medicare Hospital Insurance Tax

A Medicare Hospital Insurance Tax (known as the Unearned Income Medicare Contribution) applies to all or part of a taxpayer’s net investment income, at a rate of 3.8%, when certain income thresholds are met. Net investment income is defined to include, among other things, non-qualified annuities and net gain attributable to the disposition of property. Under final tax regulations, the taxable portion of any distribution from a non-qualified annuity contract – including withdrawals and Annuity Payments – is included in net investment income. Net investment income also includes the gain from the sale of a non-qualified annuity contract. Under current guidance, we are required to report to the IRS whether a distribution is potentially subject to the tax. You should consult a tax adviser as to the potential impact of the Medicare Hospital Insurance Tax on your Contract.

Non-Resident Aliens and Foreign Entities

Generally, a distribution from a Contract to a non-resident alien or foreign entity is subject to federal tax withholding at a rate of 30% of the amount of income that is distributed. A non-resident alien is a person who is neither a citizen, nor a resident, of the United States of America (U.S.). We are required to withhold the tax and send it to the IRS. Some distributions to non-resident aliens or foreign entities may be subject to a lower (or no) tax if a treaty applies. In order to obtain the benefits of such a treaty, the non-resident alien must claim the treaty benefit on Form W-8BEN (or the equivalent form), providing us with:

(1) proof of residency (in accordance with IRS requirements), and

(2) the applicable taxpayer identification number.

If the above conditions are not met, we will withhold 30% of the income from the distribution. Additionally, under the Foreign Account Tax Compliance Act effective July 1, 2014, U.S. withholding may occur with respect to certain foreign entity Owners (including foreign financial institutions and non-financial foreign entities (such as corporations, partnerships, and trusts)) at a 30% rate without regard to lower treaty rates.

Civil Unions and Domestic Partnerships

Parties to a civil union or domestic partnership are not treated as spouses under federal law. Consequently, certain transactions, such as a change of ownership or continuation of the Contract after death, may be taxable to those individuals. You should consult a tax adviser for more information on this subject.

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Non-Natural Owner

When a Non-Qualified Contract is owned by a non-natural person (e.g., a corporation, limited liability company, partnership, trust or certain other entities) the Contract will generally not be treated as an annuity for tax purposes. This means that gain in the Contract will be taxed each year while the Contract is in the Accumulation Phase. This treatment is not generally applied to a Contract held by a trust or other entity as an agent for a natural person. If a trust is not a grantor trust for income tax purposes, and any beneficiary (including a contingent beneficiary) of the trust is a non-natural person, the Contract will not be treated as owned by an agent for a natural person, and gain in the Contract will be taxed annually. This treatment also does not apply to a Contract that qualifies as an immediate annuity. Before purchasing a Contract to be owned by a non-natural person or changing ownership on an existing Contract that will result in it being owned by a non-natural person, you should consult a tax adviser to determine the tax impact.

Distribution

The Contract is sold by both registered representatives of MML Investors Services, LLC (MMLIS), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML Strategic Distributors, LLC (MSD), a subsidiary of MassMutual. Pursuant to separate underwriting agreements with MassMutual, on its own behalf and on behalf of the Separate Account, MMLIS serves as principal underwriter of the Contracts sold by its registered representatives, and MSD serves as principal underwriter of the Contracts sold by registered representatives of other broker-dealers who have entered into distribution agreements with MSD.

MMLIS and MSD are registered with the SEC as broker-dealers under the Securities Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (FINRA). MMLIS and MSD also receive compensation for their actions as principal underwriters of the Contracts.

Commissions and Allowances Paid

Commissions for sales of the Contract by MMLIS registered representatives are paid on behalf of MMLIS by MassMutual to MMLIS registered representatives. Commissions for sales of the Contract by registered representatives of other broker-dealers are paid on behalf of MSD by MassMutual to those broker-dealers. The maximum commission payable for the Contract is 8.63% of Purchase Payments made to a Contract and/or up to 2.4% of Contract Value annually.

Additional Compensation Paid to MMLIS

Most MMLIS registered representatives are also MassMutual insurance agents, and as such, are eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses and allowances based on factors such as sales, productivity and persistency. Non-cash compensation includes various recognition items such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences, seminars and recognition trips, and also includes contributions to certain individual plans such as pension and medical plans. Sales of the Contract may help these registered representatives and their supervisors qualify for such benefits. MMLIS registered representatives who are also general agents or sales managers of MassMutual also may receive overrides, allowances and other compensation that is based on sales of the Contract by their registered representatives.

Additional Compensation Paid to Certain Broker-Dealers

We and MSD make additional commission payments to certain broker-dealers in the form of asset-based payments and sales-based payments. We also make cash payments and non-cash payments to certain broker-dealers. The asset-based and sales-based payments are made to participate in those broker-dealers’ preferred provider programs or marketing support programs, or to otherwise promote the Contract. Asset-based payments are based on the value of the assets in the MassMutual contracts sold by that broker-dealer. Sales-based payments are paid on each sale of the Contract and each subsequent Purchase Payment applied to the Contract. Cash payments are made to attend sales conferences and educational seminars sponsored by certain broker-dealers. Non-cash payments include various promotional items. For a list of the broker-dealers to whom we currently pay additional compensation for selling the Contract, visit www.MassMutual.com/legal/compensation-arrangements or call our Service Center.

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The additional compensation arrangements described in the preceding paragraphs are not offered to all broker-dealers and the terms of such arrangements may differ among broker-dealers. Some broker-dealers may receive two or more of these payments. Such payments may give us greater access to the registered representatives of the broker-dealers that receive such compensation or may influence the way that a broker-dealer markets the Contract. Any such compensation will be paid by MSD or us and will not result in any additional direct charge to you.

Compensation in General

The compensation arrangements described above may provide a registered representative with an incentive to sell the Contract over other available contracts whose issuers do not provide such compensation. You may want to take these compensation arrangements into account when evaluating any recommendation regarding the Contract.

We intend to recoup a portion of the cash and non-cash compensation payments that we make through the assessment of certain charges described in this prospectus. We may also use some of the 12b-1 distribution fee payments and other payments that we receive from certain Funds to help us make these cash and non-cash payments.

You may want to contact MMLIS or your registered representative to find out more about the compensation they receive in connection with your purchase of a Contract.

Commissions or overrides may also be paid to broker-dealers providing wholesaling services (such as providing sales support and training for sales representatives who sell the Contracts).

Other Information

Collateral Assignment

In certain states, you cannot assign the Contract without our approval. We will refuse or accept any request to assign the Contract on a non-discriminatory basis. Please refer to your Contract and “Appendix H – State Variations of Certain Contract Features” for more information about state variations.

We must receive a Written Request from you, in Good Order, for any assignment we allow to be binding on us. We will not be liable for any payment or other action we take in accordance with the Contract before we receive notice of the assignment. We are not responsible for the validity of an assignment. You may be subject to tax consequences if you assign your Contract.

If the Contract is issued pursuant to a qualified plan, there may be limitations on your ability to assign the Contract. If you assign your Contract, your rights may only be exercised with the consent of the assignee of record.

Registered Representative Transaction Authority

You may authorize us to accept instructions from the registered representative assigned to your Contract in order to make transfers among investment choices and changes to allocations for future Purchase Payments. To authorize the registered representative assigned to your Contract to make premium allocations and transfers, you must send a completed Transactional Authorization Form to our Service Center. We may revoke transaction authorization privileges for certain Owners. Transaction authorization may be elected, changed or canceled at any time. We will confirm all transactions in writing.

We are not liable for any loss, cost or expense for action on instructions which are believed to be genuine in accordance with the procedures. As these parties act on your behalf, you are responsible for and bear the consequences of their instructions and other actions, including any limits on transfers.

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Unclaimed Property

Every state has some form of unclaimed property law that imposes varying legal and practical obligations on insurers and, indirectly, on Owners, Beneficiaries, and any other payees of proceeds from a Contract.

Unclaimed property laws generally provide for the transfer of benefits or payments under various circumstances to the abandoned property division or unclaimed property office in the state of last residence. This process is known as escheatment. To help avoid escheatment, keep your own information, as well as Beneficiary and any other payee information up-to-date, including: full names, postal and electronic media addresses, telephone numbers, dates of birth, and social security numbers. To update this information, contact our Service Center. IRS guidance requires us to withhold federal income tax from escheated payments from certain qualified contracts, and to report such payments to the IRS on Form 1099-R.

Anti-Money Laundering

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to reject a Purchase Payment or block an Owner’s ability to make certain transactions and thereby refuse to accept any request for transfers, withdrawals, or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your Contract to government regulators.

Payments We Make

We may be required to suspend or postpone payments for withdrawals or transfers from the Sub-Accounts for any period when:

•	the NYSE is closed (other than customary weekend and holiday closings);

•	trading on the NYSE is restricted;

•	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 SEC, by order, so permits for your protection.

In addition, if, pursuant to the SEC’s rules, a money market fund suspends payment of redemption proceeds in connection with a liquidation of that Fund, we will delay payment of any transfer, withdrawal or death benefit from the applicable money market Sub-Account until the Fund is liquidated.

Changes to the Contract

We reserve the right to amend the Contract to meet the requirements of applicable federal or state laws or regulations, or as otherwise provided in the Contract. We will notify you by Written Notice of such amendments.

Services and Administration

MassMutual has entered into an administrative services agreement with SE2, LLC (SE2), 5801 SW 6^th Avenue, Topeka, KS 66636, whereby SE2 will provide the primary services required for the service and administration of the Contract. These services include, but are not limited to: document management services, new business processing, fund transfer, withdrawal, and death benefit processing as well as customer service call handling for all calls from both registered representatives and Owners.

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Special Arrangements

For certain group or sponsored arrangements there may be expense savings that can be passed on to the customer because our cost for sales, administration, and mortality generally vary with the size of the customer. We will consider factors such as the size of the group, the nature of the sale, the expected Purchase Payment volume, and other factors we consider significant in determining whether to reduce charges. Subject to applicable state laws and regulations, we reserve the right to reduce or waive the mortality and expense risk charge, the administrative charge, the annual contract maintenance charge or any other charge that is appropriate to reflect any expense savings. We will make any reductions according to our rules in effect when an application for a Contract is approved. We may change these rules from time to time. Any reduction in charges will reflect differences in costs or services, and will not be unfairly discriminatory.

We reserve the right to modify or terminate such arrangements.

Termination of the Contract

We will terminate your Contract upon the occurrence of any of the following events:

•	the date of the last Annuity Payment if you have applied your entire Contract Value to an Annuity Option;

•	the date withdrawal is made of the entire Contract Value when there are no Annuity Payments remaining;

•	the date of the last payment upon death to the last Beneficiary; or

•	the date your Contract is returned under the right to examine Contract provision.

In addition, in most states we reserve the right to terminate your Contract if no Purchase Payment has been made for at least two consecutive years measured from the date we received the last Purchase Payment; and each of the following amounts is less than $2,000 on the date we send notice of our election to terminate your Contract:

•	your Contract Value less any Premium Tax deducted; and

•	the sum of all Purchase Payments made into your Contract adjusted for any partial withdrawals.

Reservation of Rights

If we reserve the right to limit a contractual right, we will do so by providing prior Written Notice and on a non-discriminatory basis in order to respond to changes in any of the following:

•	market or economic conditions;

•	regulatory requirements;

•	current and future anticipated expenses;

•	unfavorable mortality experience;

•	our financial condition.

Computer System, Cybersecurity, and Service Disruption Risks

The Company and its business partners rely on computer systems to conduct business, including customer service, marketing and sales activities, customer relationship management and producing financial statements. While the Company and its business partners have policies, procedures, automation and backup plans designed to prevent or limit the effect of failures, our respective computer systems may be vulnerable to disruptions or breaches as the result of natural disasters, man-made disasters, criminal activity, pandemics, or other events beyond our control. The failure of our or our business partners’ computer systems for any reason could disrupt operations, result in the loss of customer business and adversely impact profitability.

The Company and its business partners retain confidential information on our respective computer systems, including customer information and proprietary business information. Any compromise of the security of our or our business partners’ computer systems that results in the disclosure of personally identifiable customer information could damage our reputation, expose us to litigation, increase regulatory scrutiny and require us to incur significant technical, legal, and other expenses. The risk of cyber-attacks may be

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higher during periods of geopolitical turmoil (such as the Russian invasion of Ukraine and the responses by the United States and other governments).

Geopolitical and other events, including natural disasters, war, terrorism, economic uncertainty, trade disputes, public health crises and related geopolitical events, and widespread disease, including pandemics (such as COVID-19) and epidemics, have led, and in the future may lead, to increased market volatility, which may disrupt U.S. and world economies and markets and may have significant adverse direct or indirect effects on the Company. These events may adversely affect computer and other systems on which the Company relies, interfere with the processing of Contract-related transactions (including the processing of orders from Owners and orders with the Funds) and the Company’s ability to administer this Contract in a timely manner, or have other possible negative effects. These events may also impact the issuers of securities in which the Funds invest, which may cause the Funds underlying the Contract to lose value. There can be no assurance that we, the Funds or our service providers will avoid losses affecting the Contract due to these geopolitical and other events. If we are unable to receive U.S. mail or fax transmissions due to a closure of U.S. mail delivery by the government or due to the need to protect the health of our employees, you may still be able to submit transaction requests to the Company electronically or over the telephone. Our inability to receive U.S. mail or fax transmissions may cause delays in the pricing and processing of transaction requests submitted to us by U.S. mail or by fax during that time period.

Legal Proceedings

The Company is subject to legal and regulatory actions, including class action lawsuits, in the ordinary course of its business. Our pending legal and regulatory actions include proceedings specific to us, as well as proceedings generally applicable to business practices in the industry in which we operate. From time to time, we also are subject to governmental and administrative proceedings and regulatory inquiries, examinations, and investigations in the ordinary course of our business. In addition, we, along with other industry participants, may occasionally be subject to investigations, examinations, and inquiries (in some cases industry-wide) concerning issues upon which regulators have decided to focus. Some of these proceedings involve requests for substantial and/or unspecified amounts, including compensatory or punitive damages.

While it is not possible to predict with certainty the ultimate outcome of any pending litigation proceedings or regulatory action, management believes, based on information currently known to it, that the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect upon the Separate Account, the ability of the principal underwriter(s) to perform in accordance with its contracts with the Company on behalf of the Separate Account, or the ability of the Company to meet its obligations under the Contract.

For more information regarding the Company’s litigation and other legal proceedings, see the notes to the Company’s financial statements contained within the SAI.

Our Financial Statements

The financial statements for the Separate Account and the Company are included in the SAI. Our financial statements should be distinguished from the financial statements of the Separate Account, and you should consider our financial statements as bearing only upon our ability to meet our obligations under the Contracts. Contact us at our Service Center for a free copy of these financial statements and the SAI.

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Appendix A

Funds Available Under the Contract

The following is a list of Funds currently available under the Contract. The list of Funds is subject to change, as discussed in the prospectus for the Contract. While the GMAB is in effect, the Funds available to you are restricted. See “Appendix B – Funds Available When the GMAB is in Effect” for information regarding the allocation restrictions associated with participation in Guaranteed Minimum Accumulation Benefit (GMAB). Before you invest, you should review the prospectuses for the Funds. These prospectuses contain more information about the Funds and their risks and may be amended from time to time. You can find the prospectuses and other information about the Funds online at www.MassMutual.com/Transitions-Select-II. You can also request this information at no cost by calling (866) 645-2362 or sending an email request to MassMutual.services@zinnia.com.

The current expenses and performance information below reflects fees and expenses of the Funds, but does not reflect the other fees and expenses that your Contract may charge. Expenses would be higher and performance would be lower if these charges were included. Each Fund’s past performance is not necessarily an indication of future performance.


Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	Average Annual Total Returns (as of 12/31/2023)
Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	1 Year	5 Year	10 Year
Asset Allocation	MML Aggressive Allocation Fund (Service Class)⁽¹⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* N/A	1.22 %	17.97 %	10.00 %	7.05 %
Asset Allocation	MML American Funds Core Allocation Fund (Service Class I)⁽¹⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* N/A	1.00 %	14.37 %	7.94 %	6.44 %
Asset Allocation	MML Balanced Allocation Fund (Service Class)⁽¹⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* N/A	1.10 %	12.26 %	6.20 %	4.69 %
Asset Allocation	MML Conservative Allocation Fund (Service Class)⁽¹⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* N/A	1.07 %	11.32 %	5.28 %	4.11 %
Asset Allocation	MML Growth Allocation Fund (Service Class)⁽¹⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* N/A	1.15 %	15.83 %	8.70 %	6.23 %
Asset Allocation	MML Moderate Allocation Fund (Service Class)⁽¹⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* N/A	1.11 %	13.62 %	7.02 %	5.24 %
Money Market	MML U.S. Government Money Market Fund (Initial Class)⁽²⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Barings LLC	0.52 %	4.64 %	1.54 %	0.95 %
Fixed Income	Invesco V.I. Global Strategic Income Fund (Series II) *Adviser:* Invesco Advisers, Inc. *Sub-Adviser:* N/A	1.17 % ^(*)	8.60 %	1.04 %	1.25 %
Fixed Income	MML Dynamic Bond Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Advisers:* Western Asset Management Company, LLC and Western Asset Management Company Limited	0.82 % ^(*)	7.79 %	0.72 %	—
Fixed Income	MML High Yield Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Barings LLC	1.21 % ^(*)	12.82 %	4.78 %	4.26 %

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Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	Average Annual Total Returns (as of 12/31/2023)
Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	1 Year	5 Year	10 Year
Fixed Income	MML Inflation-Protected and Income Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Barings LLC	0.86 % ^(*)	5.05 %	2.91 %	2.22 %
Fixed Income	MML Managed Bond Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Barings LLC	0.70 %	6.43 %	1.32 %	1.78 %
Fixed Income	MML Short-Duration Bond Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Barings LLC	0.83 %	6.70 %	1.06 %	1.32 %
Fixed Income	MML Total Return Bond Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Metropolitan West Asset Management, LLC	0.88 %	5.20 %	0.79 %	1.29 %
Balanced	MML Blend Fund (Service Class)⁽¹⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* BlackRock Investment Management, LLC	0.75 %	17.32 %	8.83 %	7.29 %
Large Cap Value	MML Equity Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Brandywine Global Investment Management, LLC	0.69 %	9.05 %	11.71 %	8.07 %
Large Cap Value	MML Equity Income Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* T. Rowe Price Associates, Inc.	1.04 %	9.28 %	10.92 %	7.58 %
Large Cap Value	MML Fundamental Value Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Boston Partners Global Investors, Inc.	1.05 %	13.41 %	11.86 %	8.13 %
Large Cap Value	MML Income & Growth Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Barrow, Hanley, Mewhinney & Strauss, LLC	0.96 %	8.98 %	11.73 %	8.52 %
Large Cap Blend	Fidelity^® VIP Contrafund^® Portfolio (Service Class 2) *Adviser:* Fidelity Management & Research Company LLC *Sub-Advisers:* FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Limited	0.81 %	33.12 %	16.36 %	11.33 %
Large Cap Blend	Invesco V.I. Main Street Fund^® (Series II) *Adviser:* Invesco Advisers, Inc. *Sub-Adviser:* N/A	1.05 % ^(*)	22.83 %	13.28 %	9.74 %
Large Cap Blend	MML Focused Equity Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Wellington Management Company LLP	1.12 %	9.69 %	13.14 %	10.55 %
Large Cap Blend	MML Fundamental Equity Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Invesco Advisers, Inc.	1.06 %	22.76 %	14.68 %	11.94 %
Large Cap Blend	MML Sustainable Equity Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* American Century Investment Management, Inc.	0.81 %	24.20 %	14.44 %	10.69 %
Large Cap Growth	MML American Funds Growth Fund (Service Class I)⁽³⁾⁽⁴⁾ *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* N/A	1.02 %	37.96 %	18.17 %	13.87 %

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Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	Average Annual Total Returns (as of 12/31/2023)
Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	1 Year	5 Year	10 Year
Large Cap Growth	MML Blue Chip Growth Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* T. Rowe Price Associates, Inc.	1.03 %	49.09 %	12.64 %	11.76 %
Large Cap Growth	MML Large Cap Growth Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Loomis, Sayles & Company, L.P.	0.94 %	51.37 %	17.47 %	12.70 %
Small/Mid-Cap Value	MML Mid Cap Value Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* American Century Investment Management, Inc.	1.14 %	5.70 %	10.84 %	8.56 %
Small/Mid-Cap Value	MML Small Company Value Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* American Century Investment Management, Inc.	1.24 % ^(*)	15.92 %	10.94 %	7.35 %
Small/Mid-Cap Value	MML Small/Mid Cap Value Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* AllianceBernstein L.P.	1.07 %	16.89 %	10.79 %	7.48 %
Small/Mid-Cap Blend	MML Small Cap Equity Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Invesco Advisers, Inc.	0.98 %	17.52 %	12.89 %	8.81 %
Small/Mid-Cap Growth	Invesco V.I. Discovery Mid Cap Growth Fund (Series II) *Adviser:* Invesco Advisers, Inc. *Sub-Adviser:* N/A	1.12 %	12.85 %	12.47 %	9.51 %
Small/Mid-Cap Growth	MML Mid Cap Growth Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Advisers:* T. Rowe Price Associates, Inc. and Wellington Management Company LLP	1.07 %	22.34 %	11.12 %	10.13 %
Small/Mid-Cap Growth	MML Small Cap Growth Equity Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Wellington Management Company LLP	1.33 % ^(*)	16.55 %	11.63 %	8.53 %
International/Global	Invesco Oppenheimer V.I. International Growth Fund (Series II) *Adviser:* Invesco Advisers, Inc. *Sub-Adviser:* N/A	1.25 % ^(*)	20.64 %	8.43 %	3.57 %
International/Global	Invesco V.I. Global Fund (Series II) *Adviser:* Invesco Advisers, Inc. *Sub-Adviser:* N/A	1.07 %	34.45 %	12.02 %	8.20 %
International/Global	MML Foreign Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Thompson, Siegel and Walmsley LLC	1.20 %	15.97 %	5.83 %	1.97 %
International/Global	MML Global Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Massachusetts Financial Services Company	1.08 %	14.08 %	10.18 %	7.09 %
International/Global	MML International Equity Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Advisers:* Massachusetts Financial Services Company and Harris Associates L.P.	1.20 % ^(*)	18.27 %	7.84 %	—
International/Global	MML Strategic Emerging Markets Fund (Service Class I) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Invesco Advisers, Inc.	1.50 % ^(*)	10.40 %	1.68 %	0.87 %

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Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	Average Annual Total Returns (as of 12/31/2023)
Fund Type	Fund and Adviser/Sub-Adviser	Current Expenses (expenses/ average assets)	1 Year	5 Year	10 Year
Specialty ⁽⁵⁾	Macquarie VIP Asset Strategy Series (Service Class)⁽⁶⁾ *Adviser:* Delaware Management Company *Sub-Advisers:* Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment Management Europe Limited, and Macquarie Investment Management Global Limited	0.85 % ^(*)	13.94 %	8.27 %	3.48 %
Specialty ⁽⁵⁾	MML Managed Volatility Fund (Service Class) *Adviser:* MML Investment Advisers, LLC *Sub-Adviser:* Gateway Investment Advisers, LLC	1.31 %	12.59 %	5.47 %	4.10 %

(*)

These Funds and their investment advisers have entered into contractual fee waivers or expense reimbursements. These temporary fee reductions are reflected in their current expenses. Those contractual arrangements are designed to reduce the Fund’s total current expenses for Owners and will continue past the current year.

(1)

These are fund-of-funds investment choices. They are known as fund-of-funds because they invest in other underlying funds. A fund offered in a fund-of-funds structure may have higher expenses than a direct investment in its underlying funds because a fund-of-funds bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

(2)

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. The yield of this Fund may become very low during periods of low interest rates. After deduction of Separate Account charges, the yield in the division that invests in this Fund could be negative.

(3)

The Fund is a “feeder” fund, meaning that it does not buy investment securities directly, but instead invests in shares of a corresponding “master” fund, which in turn purchases investment securities. A fund offered in a master feeder structure may have higher expenses than those of a fund which invests directly in securities because the “feeder” fund bears its own expenses in addition to those of the “master” fund. You should read the Fund prospectuses for more information about this “feeder” fund.

(4)

The MML American Funds Growth Fund invests all of its assets in the Class 1 shares of the American Funds Insurance Series^® – Growth Fund. However, this Fund is not available directly as investment choices under your MassMutual variable product. You should read the prospectus along with the prospectus for the MML American Funds Growth Fund.

(5)

Specialty funds are an all-encompassing category that consists of funds that forgo broad diversification to concentrate on a certain segment of the economy or a specific targeted strategy. For example, sector funds are targeted strategy funds aimed at specific sectors of the economy, such as financial, technology, healthcare, and so on. Sector funds can, therefore, be more volatile than a more diversified equity fund since the stocks in a given sector tend to be highly correlated with each other.

(6)	Macquarie VIP Asset Strategy Series formerly known as Delaware Ivy VIP Asset Strategy.

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Appendix B

Funds Available When the GMAB is in Effect

While your GMAB is in effect, your allocations are restricted to either Custom Allocation Choice Select or one of the MML Asset Allocation Sub-Accounts listed below.


Custom Allocation Choice Select ______________________________________________________		Any one of the following: ______________________________________________________
Range	*Sub-Accounts:*	*MML Asset Allocation Sub-Accounts:*
40% to 60%	MML Managed Bond	MML American Funds Core Allocation MML Balanced Allocation MML Conservative Allocation MML Moderate Allocation
20% to 25% (total)	MML Equity MML Equity Income
20% to 25% (total)	MML American Funds Growth MML Sustainable Equity
0% to 10% (total)	MML Mid Cap Growth MML Mid Cap Value
0% to 10% (total)	Invesco V.I. Global MML Global

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Appendix C

Contingent Deferred Sales Charge (CDSC) Example

The values shown are based on the following assumptions:

•	B-Share class is purchased with a seven year CDSC schedule

•	The following Purchase Payments are made:


Purchase Payment	Contract Year	Date	Amount
1 (on Issue Date)	1	January 15	$100,000
2	1	May 15	10,000
3	2	January 15	200,000

•	On February 15 of Contract Year 4, the Contract Value is $350,000 and a partial withdrawal of $150,000 is made.

To calculate the CDSC, we first determine the withdrawal amount not subject to a CDSC:

(1)	First, the earnings of $40,000 ($350,000 – $310,000 = $40,000) is not subject to a CDSC.

(2)	Next, we would take the withdrawal amount from any Purchase Payments no longer subject to a CDSC. Because all of the Purchase Payments were made within the last seven years, and are therefore still subject to a CDSC, we can ignore this step.

(3)	Finally, we look at the free withdrawal amount, which is 10% of the Purchase Payments still subject to a CDSC. The free withdrawal amount is $31,000 (10% × $310,000 = $31,000) and is not subject to a CDSC.

Based on the withdrawal amount not subject to a CDSC, we can determine that $79,000 ($150,000 – $40,000 – $31,000 = $79,000) is the withdrawal amount that is subject to a CDSC.

Next, we calculate the amount of the CDSC:

(1)

First, we look at the amount of CDSC from Purchase Payment #1. After reducing Purchase Payment #1 by the amount of free withdrawal, the amount remaining subject to a CDSC is $69,000 ($100,000 – $31,000 = $69,000). Since Purchase Payment #1 is three years from the date that Purchase Payment was applied, the CDSC charge is 6% or $4,140 ($69,000 × 6% = $4,140).

(2)	The remaining withdrawal amount still subject to a CDSC is $10,000 ($79,000 – $69,000 = $10,000).

(3)	Next, we look at the amount of CDSC from Purchase Payment #2. The Purchase Payment #2 amount is $10,000 and since Purchase Payment #2 is two years from the date that Purchase Payment was applied, the CDSC charge is 7% or $700 ($10,000 × 7% = $700).

(4)	There is no available remaining withdrawal amount still subject to a CDSC ($10,000 – $10,000 = $0).

(5)	The total CDSC is $4,840, which is the sum of the charges on each Purchase Payment ($4,140 + $700 = $4,840).

The total CDSC for this withdrawal is $4,840, which is deducted from the withdrawal amount of $150,000. The net amount of $145,160 ($150,000 – $4,840 = $145,160) is paid to the Owner, unless otherwise instructed.

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Appendix D

Free Withdrawal Amount Examples

Example 1 ~ Free Withdrawal Amount in First Contract Year

The values shown are based on the following assumptions:

•	The following Purchase Payments are made:


Purchase Payment	Contract Year	Date	Amount
1 (on Issue Date)	1	January 15	$80,000
2 (on Issue Date)	1	January 15	20,000
3	1	May 15	10,000

To calculate the free withdrawal amount for Contract Year 1, we do the following:

•	We determine the total Purchase Payment subject to a CDSC on the Issue Date ($80,000 + $20,000 = $100,000).

•	We multiply the total Purchase Payment subject to a CDSC on the Issue Date by 10% ($100,000 x 10% = $10,000).

•	We do not consider additional Purchase Payments made after the Issue Date during the first Contract Year when determining the free withdrawal amount in the first Contract Year. Any such Purchase Payments will be a factor in determining the free withdrawal amount in subsequent Contract Years.

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Example 2 ~ Free Withdrawal Amount in Fifth Contract Year with a Withdrawal in Contract Year 4

The values shown are based on the following assumptions:

•	B-Share class is purchased

•	The following Purchase Payments are made:


Purchase Payment	Contract Year	Date	Amount
1 (on Issue Date)	1	January 15	$100,000
2	1	May 15	10,000
3	2	January 15	200,000
4	4	March 15	15,000

•	On February 15 of Contract Year 4, the Contract Value is $350,000 and a partial withdrawal of $145,000 is made.

To determine the total Purchase Payments still subject to a CDSC as of the previous Contract Anniversary (the fourth Contract Anniversary), we do the following:

Before calculating amounts for Contract Year 5, we first need to calculate the impact of the February 15 withdrawal in Contract Year 4 on the remaining Purchase Payments in the Contract:

•	We calculate the total remaining Purchase Payments in the Contract as of February 15 is $310,000 ($100,000 + $10,000 + $200,000 = $310,000). The March 15 Purchase Payment is not included because it happened after the February 15 withdrawal.

•	Next, the earnings of $40,000 ($350,000 – $310,000 = $40,000) are withdrawn.

•	The remaining withdrawal ($145,000 – $40,000 = $105,000) is applied to Purchase Payment #1 of $100,000, reducing Purchase Payment #1 to $0.

•	Then the remaining withdrawal after Purchase Payment #1 ($105,000 – $100,000 = $5,000) is applied to reduce the amount of Purchase Payment #2 that is subject to a CDSC ($10,000 – $5,000 = $5,000).

•	Now, none of the $145,000 withdrawal is left to apply to a remaining Purchase Payment ($5,000 – $5,000 = $0).

After the withdrawal, we also have a Purchase Payment in Contract Year 4 on March 15, so we have remaining Purchase Payments as follows at the beginning of Contract Year 5:


Purchase Payment	Contract Year	Date	Amount
1 (on Issue Date)	1	January 15	$0
2	1	May 15	5,000
3	2	January 15	200,000
4	4	March 15	15,000

Having determined the impact of the withdrawal to the remaining Purchase Payments, we can now determine the free withdrawal amount available at the beginning of Contract Year 5. The free withdrawal amount is based on the remaining Purchase Payments subject to a CDSC at the beginning of Contract Year 5 (4th Contract Anniversary):

•	All the remaining Purchase Payments are subject to a CDSC.

•	We calculate the remaining Purchase Payments subject to a CDSC ($5,000 + $200,000 + $15,000 = $220,000).

•	The free withdrawal amount is then calculated as 10% of the remaining Purchase Payments (10% x $220,000 = $22,000).

So if there are any withdrawals taken in Contract Year 5, a starting free withdrawal amount of $22,000 is available.

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Appendix E

Return of Purchase Payment Death Benefit Examples

Example 1 ~ Impact of Purchase Payments and Determination of Benefit

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000

•	A subsequent Purchase Payment of $10,000 is made at beginning of Contract Year 2

•	Owner dies in Contract Year 5


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	Total Purchase Payments Adjusted for Withdrawals
1	$100,000	—	$100,000	$100,000
2	10,000	—	115,000	110,000
5 (receive due proof of Owner’s death and election of the payment method)	—	—	101,000	110,000

•	On the Issue Date, a $100,000 Purchase Payment is made. This is the initial total Purchase Payments adjusted for withdrawals.

•	At the beginning of Contract Year 2, a $10,000 subsequent deposit is made, bringing the total Purchase Payments adjusted for withdrawals to $110,000.

•

Owner dies in Contract Year 5. When we receive due proof of death and election of the payment method for the death benefit, the Contract Value is $101,000. The total Purchase Payments adjusted for withdrawals is $110,000. The Return of Purchase Payment Death Benefit is the greater of the Contract Value and the total Purchase Payments adjusted for withdrawals. Therefore, the death benefit is $110,000.

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Example 2 ~ Impact of Withdrawal and Determination of Benefit

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000

•	A subsequent Purchase Payment of $10,000 is made at beginning of Contract Year 2

•	A withdrawal of $20,000 is made at beginning of Contract Year 3

•	Owner dies in Contract Year 5


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	Total Purchase Payments Adjusted for Withdrawals
1	$100,000	—	$100,000	$100,000
2	10,000	—	115,000	110,000
3 (immediately prior to withdrawal)	—	—	120,750	110,000
3 (immediately after withdrawal)	—	$20,000	100,750	91,781
4	—	—	95,713	91,781
5 (receive due proof of Owner’s death)	—	—	90,927	91,781

•	On the Issue Date, a $100,000 Purchase Payment is made. This is the initial total Purchase Payments adjusted for withdrawals.

•	At the beginning of Contract Year 2, a $10,000 subsequent deposit is made, bringing the total Purchase Payments adjusted for withdrawals to $110,000.

•	At the beginning of Contract Year 3, a $20,000 withdrawal (including any CDSC) is made.

•	Immediately prior to when the withdrawal is made, the Contract Value is $120,750, and the total Purchase Payments adjusted for withdrawals is $110,000.

•

Immediately after the withdrawal is made, the Contract Value becomes $100,750 ($120,750 – $20,000 = $100,750), and the total Purchase Payments adjusted for withdrawals is reduced by the same proportion that the Contract Value is reduced:

Total Purchase Payments adjusted for withdrawals (immediately after the withdrawal) = total Purchase Payments adjusted for withdrawals (immediately prior to the withdrawal) – (withdrawal amount / Contract Value immediately prior to the withdrawal) x total Purchase Payments adjusted for withdrawals (immediately prior to the withdrawal)
= $110,000 – ($20,000 / $120,750) x $110,000
= $110,000 – $18,219
= $91,781

•

Owner dies in Contract Year 5. When we receive due proof of death, the Contract Value is $90,927. The total Purchase Payments adjusted for withdrawals is $91,781. The Return of Purchase Payment Death Benefit is the greater of the Contract Value and the total Purchase Payments adjusted for withdrawals. Therefore, the death benefit is $91,781.

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Appendix F

Guaranteed Minimum Accumulation Benefit (12-Year Benefit) Examples

Example 1 ~ Setting of Initial Values

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$100,000

Example 2 ~ Reset Option

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000

•	There are no subsequent Purchase Payments or withdrawals while the GMAB is in effect

•	The reset option is exercised on your Contract Anniversaries 2 through 6 (beginning of Contract Years 3 through 7)


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$100,000
2		–	105,000	100,000
3		–	110,250	110,250
4		–	115,763	115,763
5		–	121,551	121,551
6		–	127,628	127,628
7		–	134,010	134,010
8		–	140,710	134,010
9		–	147,746	134,010
10		–	155,133	134,010
11		–	162,889	134,010
12		–	171,034	134,010
13		–	179,586	134,010
14		–	188,565	134,010
15		–	197,993	134,010
16		–	207,893	134,010
17		–	218,287	134,010
18		–	229,202	134,010
19		–	240,662	0

•	On the Issue Date, the GMAB Amount is equal to the initial Purchase Payment of $100,000.

•	At the end of the benefit period (which is 12 years from the most recent reset), the Contract Value is greater than the GMAB Amount. No GMAB Credit will be applied, and the GMAB terminates.

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Example 3 ~ Impact of a Withdrawal

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000

•	A withdrawal of $10,000 is made at the beginning of Contract Year 3

•	No reset is elected, and no subsequent Purchase Payments are made while the GMAB is in effect


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$100,000
2		–	105,000	100,000
3 (immediately prior to withdrawal)		–	110,250	100,000
3 (immediately after withdrawal)		$10,000	100,250	90,930
4		–	105,263	90,930
5		–	110,526	90,930
6		–	116,052	90,930
7		–	121,855	90,930
8		–	127,947	90,930
9		–	134,345	90,930
10		–	141,062	90,930
11		–	148,115	90,930
12		–	155,521	90,930
13		–	163,297	0

•	On the Issue Date, the GMAB Amount is equal to the initial Purchase Payment of $100,000.

•	A withdrawal of $10,000 (including any CDSC) is made at the beginning of Contract Year 3.

•	Immediately prior to the withdrawal is made, the Contract Value is $110,250, and the GMAB Amount is $100,000.

•

Immediately after the withdrawal is made, the Contract Value becomes $100,250 ($110,250 – $10,000 = $100,250), and the GMAB Amount is reduced by the same percentage that the Contract Value is reduced: GMAB Amount immediately after the withdrawal = GMAB Amount immediately prior to the withdrawal – (Withdrawal Amount / Contract Value immediately prior to the withdrawal) × GMAB Amount immediately prior to the withdrawal
= $100,000 – ($10,000/$110,250) × $100,000
= $100,000 – $9,070
= $90,930
Withdrawals will reduce your GMAB Amount in direct proportion to the Contract Value reduction. For example if you take a 20% withdrawal from your Contract Value, your GMAB Amount will be reduced by 20%.

•	At the end of the benefit period (which is 12 years from the Issue Date since there is no reset), the Contract Value is greater than the GMAB Amount. No GMAB credit will be applied, and the GMAB terminates.

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Example 4 ~ Calculation of GMAB Credit

There are four examples below, which cover four distinct situations and demonstrate how GMAB Credit would be calculated under each situation. In all four examples, the following assumptions are made:

•	Initial Purchase Payment of $100,000 is made. On the Issue Date, the GMAB Amount is equal to the initial Purchase Payment of $100,000.

•	A subsequent Purchase Payment of $20,000 is made in the middle of Contract Year 1. This amount will be added to the GMAB Amount since it is made during the first Contract Year. The GMAB Amount is now $120,000 ($100,000 + $20,000 = $120,000).

(1) No Subsequent Purchase Payment after the First Contract Year and No Reset


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$100,000
Middle of Contract Year 1	20,000	–	125,000	120,000
13 (before GMAB Credit is applied)		–	105,000	120,000
13 (after GMAB Credit is applied)		–	120,000	0

•	There are no subsequent Purchase Payments made after the first Contract Year, and there is no reset while the GMAB is in effect.

•

At the end of the 12-year benefit period (beginning of Contract Year 13), we will determine the GMAB Credit. Since there are no subsequent Purchase Payments after the first Contract Year and there has been no reset, the GMAB Credit is calculated as the result of A minus B below:

∘ A is the GMAB Amount at the end of the benefit period ($120,000 in this example)
∘ B is the Contract Value at the end of the benefit period ($105,000 in this example)

So the GMAB Credit is $120,000 – $105,000 = $15,000.
If B is greater than A, you will not receive a GMAB Credit.

•	The GMAB Credit is then added to the Contract Value which is now $120,000 ($105,000 + $15,000 = $120,000). The GMAB now terminates.

(2) No Subsequent Purchase Payment after the Most Recent Reset


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$100,000
Middle of Contract Year 1	20,000	–	125,000	120,000
3	30,000	–	150,000	120,000
4		–	160,000	160,000
16 (before GMAB Credit is applied)		–	110,000	160,000
16 (after GMAB Credit is applied)		–	160,000	0

•	A subsequent Purchase Payment of $30,000 is made at the beginning of Contract Year 3. This amount will not affect the GMAB Amount since it is made after the first Contract Year. The GMAB Amount remains at $120,000.

•	A reset is elected on the third Contract Anniversary (beginning of Contract Year 4). The GMAB Amount is set equal to the Contract Value on that date which is $160,000.

•

At the end of the 12-year benefit period (beginning of Contract Year 16, which is 12 years from the most recent reset date), we will determine the GMAB Credit. Since there has been no subsequent Purchase Payment after the most recent reset, the GMAB Credit is calculated as the result of A minus B below:

∘	A is the GMAB Amount at the end of the benefit period ($160,000 in this example)

∘	B is the Contract Value at the end of the benefit period ($110,000 in this example)

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So the GMAB Credit is $160,000 – $110,000 = $50,000.

If B is greater than A, you will not receive a GMAB Credit.

•	The GMAB Credit is then added to the Contract Value which is now $160,000 ($110,000 + $50,000 = $160,000). The GMAB now terminates.

(3) Subsequent Purchase Payment Made after the First Contract Year and No Reset


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$100,000
Middle of Contract Year 1	20,000	–	125,000	120,000
3	30,000	–	150,000	120,000
13 (before GMAB Credit is applied)		–	110,000	120,000
13 (after GMAB Credit is applied)		–	142,000	0

•	A subsequent Purchase Payment of $30,000 is made at the beginning of Contract Year 3. This amount will not affect the GMAB Amount since it is made after the first Contract Year. The GMAB Amount remains at $120,000.

•	There are no additional subsequent Purchase Payments made after beginning of Contract Year 3, and there is no reset while the GMAB is in effect.

•

At the end of the 12-year benefit period (beginning of Contract Year 13), we will determine the GMAB Credit. Since a subsequent Purchase Payment is made after the first Contract Year and there has been no reset, we need to first determine the percentage of total Purchase Payments made during the first Contract Year, which is 80% ($120,000 / $150,000 = 80%). We then calculate the GMAB Credit as the result of A minus B below:
∘ A is the GMAB Amount at the end of the benefit period ($120,000 in this example)
∘ B is the Contract Value at the end of the benefit period multiplied by the percentage calculated above ($110,000 x 80% = $88,000, in this example) So the GMAB Credit is = $120,000 – $88,000 = $32,000.
If B is greater than A, you will not receive a GMAB Credit.

•	The GMAB Credit is then added to the Contract Value which is now $142,000 ($110,000 + $32,000 = $142,000). The GMAB now terminates.

(4) Subsequent Purchase Payment Made after the Most Recent Reset


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$100,000
Middle of Contract Year 1	20,000	–	125,000	120,000
3	30,000	–	150,000	120,000
4 (reset)		–	155,000	155,000
5 (reset)		–	160,000	160,000
6	10,000	–	180,000	160,000
17 (before GMAB Credit is applied)		–	120,000	160,000
17 (after GMAB Credit is applied)		–	167,059	0

•	A subsequent Purchase Payment of $30,000 is made at the beginning of Contract Year 3. This amount will not affect the GMAB Amount since it is made after the first Contract Year. The GMAB Amount remains at $120,000.

•	On the third Contract Anniversary (beginning of Contract Year 4), the Owner requests a reset. The GMAB Amount is reset to the then current Contract Value of $155,000.

•	On the fourth Contract Anniversary (beginning of Contract Year 5), the Owner requests another reset. The GMAB Amount is reset to the then current Contract Value of $160,000.

•	Another subsequent Purchase Payment of $10,000 is made at the beginning of Contract Year 6. This amount will not affect the GMAB Amount since it is made after a reset. The GMAB Amount remains at $160,000.

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•

At the end of the 12-year benefit period (beginning of Contract Year 17 which is 12 years from the most recent reset date), we will determine the GMAB Credit. Since a subsequent Purchase Payment is made after the most recent reset, we need to first determine a percentage as (1) Contract Value as of the most recent reset, divided by (2) Contract Value as of the most recent reset plus any subsequent Purchase Payments. This percentage is 94.1176% ($160,000 / ($160,000 + $10,000) = 94.1176%). We then calculate the GMAB Credit as the result of A minus B below:

∘	A is the GMAB Amount at the end of the benefit period ($160,000 in this example)

∘	B is the Contract Value at the end of the benefit period multiplied by the percentage calculated above ($120,000 x 94.1176% = $112,941, in this example)

So the GMAB Credit is = $160,000 – $112,941 = $47,059.

If B is greater than A, you will not receive a GMAB Credit.

•	The GMAB Credit is then added to the Contract Value which is now $167,059 ($120,000 + $47,059 = $167,059). The GMAB now terminates.

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Appendix G

Guaranteed Minimum Accumulation Benefit (20-Year Benefit) Examples

Example 1 ~ Setting of Initial Values

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$165,000

•	The initial GMAB Amount is equal to 165% of the total Purchase Payments ($100,000 in this example) received prior to the first Contract Anniversary. This results in a GMAB Amount of: 165% x $100,000 = $165,000

Example 2 ~ Reset Option

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000

•	There are no subsequent Purchase Payments or withdrawals while the GMAB is in effect


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$165,000
2		–	105,127	165,000
3		–	110,517	165,000
4		–	116,183	165,000
5		–	122,140	165,000
6		–	128,403	165,000
7		–	134,986	165,000
8		–	141,907	165,000
9		–	149,182	165,000
10		–	156,831	165,000
11		–	164,872	165,000
12		–	173,325	165,000
13		–	182,212	165,000
14		–	191,554	165,000
15		–	201,375	165,000
16		–	211,700	165,000
17		–	222,554	165,000
18		–	233,965	165,000
19		–	245,960	165,000
20		–	258,571	165,000
21		–	271,828	0

•	The initial GMAB Amount is equal to 165% of the total Purchase Payments ($100,000 in this example) received prior to the first Contract Anniversary. This results in a GMAB Amount of: 165% x $100,000 = $165,000

•	At the end of the benefit period (which is 20 years from the initial Purchase Payment), the Contract Value is greater than the GMAB Amount. No GMAB Credit will be applied, and the GMAB terminates.

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Example 3 ~ Impact of a Withdrawal

The values shown are based on the following assumptions:

•	Initial Purchase Payment = $100,000

•	A withdrawal of $10,000 is made at the beginning of Contract Year 3

•	No subsequent Purchase Payments are made while the GMAB is in effect


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$165,000
2		–	105,127	165,000
3 (immediately prior to withdrawal)		–	110,517	165,000
3 (immediately after withdrawal)		$10,000	100,517	150,070
4		–	105,671	150,070
5		–	111,089	150,070
6		–	116,784	150,070
7		–	122,772	150,070
8		–	129,067	150,070
9		–	135,684	150,070
10		–	142,641	150,070
11		–	149,954	150,070
12		–	157,642	150,070
13		–	165,725	150,070
14		–	174,222	150,070
15		–	183,154	150,070
16		–	192,545	150,070
17		–	202,417	150,070
18		–	212,795	150,070
19		–	223,705	150,070
20		–	235,174	150,070
21		–	247,232	0

•	The initial GMAB Amount is equal to 165% of the total Purchase Payments ($100,000 in this example) received prior to the first Contract Anniversary. This results in a GMAB Amount of: 165% x $100,000 = $165,000

•	A withdrawal of $10,000 (including any CDSC) is made at the beginning of Contract Year 3.

•	Immediately prior to the withdrawal is made, the Contract Value is $110,517, and the GMAB Amount is $165,000.

•	Immediately after the withdrawal is made, the Contract Value becomes $100,517 ($110,517 – $10,000 = $100,517), and the GMAB Amount is reduced by the same percentage that the Contract Value is reduced:

GMAB Amount immediately after the withdrawal = GMAB Amount immediately prior to the withdrawal – (Withdrawal Amount / Contract Value immediately prior to the withdrawal) x GMAB Amount immediately prior to the withdrawal
= $165,000 – ($10,000 / $110,517) x $165,000
= $165,000 – $14,930
= $150,070

•	At the end of the benefit period (which is 20 years from the Issue Date since there is no reset), the Contract Value is greater than the GMAB Amount. No GMAB credit will be applied, and the GMAB terminates.

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Example 4 ~ Calculation of GMAB Credit

There are three examples below, which cover three distinct situations and demonstrate how GMAB Credit would be calculated under each situation. In all three examples, the following assumptions are made:

•	Initial Purchase Payment of $100,000 is made. The initial GMAB Amount is equal to 165% of the initial Purchase Payment ($100,000 in this example). This results in a GMAB Amount of: 165% x $100,000 = $165,000

•	A subsequent Purchase Payment of $20,000 is made in the middle of Contract Year 1. 165% of this amount will be added to the GMAB Amount since it is made during the first Contract Year. The GMAB Amount is now $100,000 × 1.65 + $20,000 × 1.65 = $198,000.

(1) No Subsequent Purchase Payment after the First Contract Year


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$165,000
Middle of Contract Year 1	20,000	–	125,000	198,000
21 (before GMAB Credit is applied)		–	105,000	198,000
21 (after GMAB Credit is applied)		–	198,000	0

•	At the end of the 20-year benefit period (beginning of Contract Year 21), we will determine the GMAB Credit. Since there are no subsequent Purchase Payments after the first Contract Year, the GMAB Credit is calculated as the result of A minus B below:

∘	A is the GMAB Amount at the end of the benefit period ($198,000 in this example)

∘	B is the Contract Value at the end of the benefit period ($105,000 in this example)

So the GMAB Credit is $198,000 – $105,000 = $93,000.

If B is greater than A, you will not receive a GMAB Credit.

•	The GMAB Credit is then added to the Contract Value which is now $105,000 + $93,000 = $198,000. The GMAB now terminates.

(2) Subsequent Purchase Payment Made after the First Contract Year


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$165,000
Middle of Contract Year 1	20,000	–	125,000	198,000
3	30,000	–	150,000	198,000
21 (before GMAB Credit is applied)		–	110,000	198,000
21 (after GMAB Credit is applied)		–	212,474	0

•	A subsequent Purchase Payment of $30,000 is made at the beginning of Contract Year 3. This amount will not affect the GMAB Amount since it is made after the first Contract Year. The GMAB Amount remains at $198,000.

•	There are no additional subsequent Purchase Payments made after the beginning of Contract Year 3 while the GMAB is in effect.

•	At the end of the 20-year benefit period (beginning of Contract Year 21), we will determine the GMAB Credit. Since a subsequent Purchase Payment is made after the first Contract Year, the GMAB Credit is calculated as the result of A minus B below:

∘	A is the GMAB Amount at the end of the benefit period ($198,000 in this example)

∘	B is the Contract Value at the end of the benefit period ($110,000 in this example) multiplied by the following percentage:

•	Your total Purchase Payments made in the first Contract Year ($120,000 in this example) multiplied by 165%; divided by

•	Your total Purchase Payments made in the first Contract Year ($120,000 in this example) multiplied by 165% plus any Purchase Payments made after the first Contract Year ($30,000 in this example).

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So the GMAB Credit is:

$198,000 – $110,000 x (($120,000 x 1.65) / ($120,000 x 1.65 + $30,000)) = $102,474

If B is greater than A, you will not receive a GMAB Credit.

•	The GMAB Credit is then added to the Contract Value which is now $110,000 + $102,474 = $212,474. The GMAB now terminates.

(3) Subsequent Purchase Payment Made after the First Contract Year and the Impact of a Withdrawal


Beginning of Contract Year	Purchase Payment	Withdrawal	Contract Value	GMAB Amount
1	$100,000	–	$100,000	$165,000
Middle of Contract Year 1	20,000	–	125,000	198,000
3 (immediately prior to withdrawal)		–	150,000	198,000
3 (immediately after withdrawal)		$10,000	140,000	184,800
4	30,000	–	170,000	184,800
21 (before GMAB Credit is applied)		–	110,000	184,800
21 (after GMAB Credit is applied)		–	199,274	0

•	A withdrawal of $10,000 (including any CDSC) is made at the beginning of Contract Year 3.

•	Immediately prior to the withdrawal is made, the Contract Value is $150,000, and the GMAB Amount is $198,000.

•

Immediately after the withdrawal is made, the Contract Value becomes $140,000 ($150,000 – $10,000 = $140,000), and the GMAB Amount is reduced by the same percentage that the Contract Value is reduced: GMAB Amount immediately after the withdrawal = GMAB Amount immediately prior to the withdrawal – (Withdrawal Amount / Contract Value immediately prior to the withdrawal) x GMAB Amount immediately prior to the withdrawal = $198,000 – ($10,000 / $150,000) x $198,000 = $198,000 – $13,200 = $184,800 Withdrawals will reduce your GMAB Amount in direct proportion to the Contract Value reduction. For example if you take a 20% withdrawal from your Contract Value, your GMAB Amount will be reduced by 20%.

•	A subsequent Purchase Payment of $30,000 is made at the beginning of Contract Year 4. This amount will not affect the GMAB Amount since it is made after the first Contract Year. The GMAB Amount remains at $184,800.

•	There are no additional subsequent Purchase Payments made after the beginning of Contract Year 4 while the GMAB is in effect.

•	At the end of the 20-year benefit period (beginning of Contract Year 21), we will determine the GMAB Credit. Since a subsequent Purchase Payment is made after the first Contract Year, the GMAB Credit is calculated as the result of A minus B below:

∘	A is the GMAB Amount at the end of the benefit period ($184,800 in this example)

∘	B is the Contract Value at the end of the benefit period ($110,000 in this example) multiplied by the following percentage:

•	Your total Purchase Payments made in the first Contract Year ($120,000 in this example) multiplied by 165%; divided by

•	Your total Purchase Payments made in the first Contract Year ($120,000 in this example) multiplied by 165% plus any Purchase Payments made after the first Contract Year ($30,000 in this example).

So the GMAB Credit is:

$184,800 – $110,000 × (($120,000 × 1.65)/($120,000 × 1.65 + $30,000)) = $89,274

If B is greater than A, you will not receive a GMAB Credit.

•	The GMAB Credit is then added to the Contract Value which is now $110,000 + $89,247 = $199,274. The GMAB now terminates.

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Appendix H

State Variations of Certain Contract Features

The following chart describes the material variation of certain features and/or benefits of the Contract in states where the Contract has been approved as of the date of the prospectus.


State	Feature	Variation
California	Right to Cancel Your Contract	For Ages 59 and younger, Contract may be returned within 10 days of receipt; or within 30 days if Contract is issued in replacement of another annuity contract or life insurance policy. Upon its return, Company will refund, within seven calendar days, the Contract Value, plus any fees or charges deducted from Purchase Payments, all determined as of the Business Day Company receives Contract at our Service Center. For Ages 60 and older, Contract may be returned within 30 days of receipt. During that 30-day period, Purchase Payments will be allocated to a fixed account or to Money Market Sub-Account unless you tell us to allocate Purchase Payments to any other Sub-Account(s). If no Purchase Payments are allocated to any other Sub-Account(s) and Contract is returned within 30 days of receipt, Company will refund Purchase Payments, plus any fees. If Purchase Payments are allocated to any other Sub-Account(s) and Contract is returned within 30 days of receipt, Company will refund Contract Value, as of the Business Day Contract is received by agent who sold it or by Company at our Service Center. The amount refunded could be less than Purchase Payments, plus any fees.
	Change of Owners	Prohibits Company pre-approval requirement for change of Owner.
	Nursing Home and Hospital Withdrawal Benefit Rider	Not Available
	Collateral Assignment	Prohibits Company pre-approval requirement for collateral assignment.
Connecticut	Right to Cancel Your Contract (if Contract is issued in replacement of another annuity contract or life insurance policy)	10 days for replacements.
	Nursing Home and Hospital Withdrawal Benefit Rider	Not Available
	Terminal Illness Withdrawal Benefit Rider	Not Available
Delaware	Right to Cancel Contract (if Contract is issued in replacement of another annuity contract or life insurance policy)	20 days for replacements.
District of Columbia	Right to Cancel Your Contract (if Contract is issued in replacement of another annuity contract or life insurance policy)	10 days for replacements.

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State	Feature	Variation
Florida	Right to Cancel Your Contract	Requires 21-day free look period for both new business and replacements.
	Change of Owners	Limits Company’s right to refuse change of ownership.
	Maximum Total Purchase Payments	Prohibits aggregating multiple contracts to determinecumulative Purchase Payment limit.
	Collateral Assignment	Limits Company’s right to refuse assignment.
New York	Fixed Account for Dollar Cost Averaging (DCA Fixed Account)	Not Available
	Right to Cancel Your Contract	Contract must be returned within 10 days of receipt or within 60 days if Contract is issued in replacement of another annuity contract or life insurance policy.
	Change of Owner	Prohibits Company right to refuse change of Owner.
	Collateral Assignment	Prohibits Company right to refuse assignments.
	The Annuity Phase	The minimum amount that may be applied to an Annuity Option is $5,000 and the minimum Annuity Payment is $20.
	Betterment of Rates	Requires amount of annuity benefits not be less than what would be provided by single immediate annuity contract offered by the Company to same class of annuitants. Amount applied to an Annuity Option on the Annuity Date is equal to the greater of the Contract Withdrawal Value or 95% of what the Contract Withdrawal Value would have been if there was no CDSC.
	Deferral of Commutation	Adds right to defer processing request for commutation up to six months.
	Annual Contract Maintenance Charge Waived for Full Withdrawal	When you make a full withdrawal we will assess a pro-rated charge based on the ratio of (a) the total calendar days elapsed since the last Contract Anniversary and (b) the total calendar days in the Contract Year.
North Dakota	Right to Cancel Your Contract	Contract must be returned within 20 days of receipt, including where Contract is issued as a replacement.

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The SAI contains additional information about the Separate Account. The SAI is incorporated into this prospectus by reference and it is legally part of this prospectus. We filed the SAI with the SEC. The SEC maintains a website (www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding companies that file electronically with the SEC.

Reports and other information about the Separate Account, including the SAI, are available on the SEC website (www.sec.gov).

For a free copy of the SAI, other information about this Contract, or general inquiries, contact our Administrative Office:

MassMutual
PO Box 758511
Topeka, KS 66675-8550
(866) 645-2362
(Fax) (785) 286-6106
(Email) MassMutual.services@zinnia.com
MassMutual.com

Investment Company Act file number: 811-08619
Securities Act file number: 333-202684
Class (Contract) Identifier: C000156212

STATEMENT OF ADDITIONAL INFORMATION

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)

MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
(Registrant)

MASSMUTUAL TRANSITIONS SELECT^SM II VARIABLE ANNUITY

An individual flexible premium deferred variable annuity

Contract Classes: B-Share, L-Share

April 29, 2024

This is not a prospectus. This Statement of Additional Information (SAI) should be read in conjunction with the prospectus dated April 29, 2024 for the individual flexible premium deferred variable annuity contracts (Contracts) that are referred to herein.

For a copy of the prospectus, call (866) 645-2362, visit online at www.MassMutual.com/Transitions-Select-II, send an email request to MassMutual.services@zinnia.com, or write to MassMutual^®, PO Box 758511, Topeka, KS 66675-8550.

TABLE OF CONTENTS


	SAI	Prospectus
The Company ..........................................	2	20
The Separate Account ..................................	2	20
Services ................................................	2	69
Distribution ............................................	2	69
Fixed Annuity Payout Rates ............................	3	39
Payment of Death Benefit ..............................	3	44
Experts ................................................	4
Financial Statements ...................................	4

THE COMPANY

In this Statement of Additional Information, the “Company,” “we,” “us,” and “our” refer to Massachusetts Mutual Life Insurance Company (MassMutual). MassMutual and its domestic life insurance subsidiaries provide individual and group life insurance, disability insurance, individual and group annuities and guaranteed interest contracts to individual and institutional customers in all 50 states of the U.S., the District of Columbia and Puerto Rico. Products and services are offered primarily through MassMutual’s distribution channels: MassMutual Financial Advisors, MassMutual Strategic Distributors, Institutional Solutions and Worksite.

MassMutual was established on May 15, 1851 and is organized as a mutual life insurance company in the Commonwealth of Massachusetts. MassMutual’s home office is located at 1295 State Street, Springfield, Massachusetts 01111-0001.

THE SEPARATE ACCOUNT

SERVICES

During the last three years, SE2 was paid the amounts shown below for providing these administrative services for the Separate Account.


2023	2022	2021
$441,691	$464,194	$517,843

DISTRIBUTION

MMLIS and MSD are located at 1295 State Street, Springfield, MA 01111-0001. MMLIS and MSD are registered with the SEC as broker-dealers under the Securities and Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (FINRA).

During the last three years, MMLIS and MSD were paid the compensation amounts shown below for their actions as principal underwriters for the Contracts described in the prospectus.


Year	MMLIS	MSD
2023	$273,806	$0
2022	$453,563	$0
2021	$594,590	$0

Commissions for sales of the Contract by MMLIS registered representatives are paid by MassMutual on behalf of MMLIS to MMLIS registered representatives. Commissions for sales of the Contract by registered representatives of other broker-dealers are paid by MassMutual on behalf of MSD to those broker-dealers.

During the last three years, commissions, as described in the prospectus, were paid by MassMutual through MMLIS and MSD as shown below.


Year	MMLIS	MSD
2023	$1,348,850	$0
2022	$2,464,726	$0
2021	$6,751,168	$0

The offering is on a continuous basis.

FIXED ANNUITY PAYOUT RATES

The assumptions for determining the Fixed Annuity Payout Rates are:

(1) The 2012 Individual Annuity Mortality (IAM) mortality table, projected to the year 2052 with 100% of Projection Scale G2 for both males and females, applies to all Annuity Options which include life contingent payments. Where applicable, unisex mortality rates and projection factors are based on a 30%/70% male/female weighting.

(2) Age will be determined based on each Annuitant’s birthday nearest the applicable Annuity Date with a five-year Age setback applied in all instances. For example, Age 65 is considered the period of time between age 64 years, 6 months and one day and age 65 years and 6 months. Once the Age has been determined, the setback would then be applied (e.g. Age 65 will be considered Age 60).

(3) An effective annual interest rate of 0.10% (0.50% for Contracts issued in New York).

If the single premium immediate annuity rates we offer to the same class of Annuitants and designate for this purpose on the Annuity Date are higher than the Fixed Annuity Payout Rates for the Contract, the higher rates will be used.

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 Contract will remain in effect until changed. Unless you provide otherwise, the death benefit will be paid in equal shares to the Beneficiary(ies) as follows:

(1) to the primary Beneficiary(ies) who survive your death and/or the Annuitant’s death, as applicable; or

(2) if there is no primary Beneficiary who survives your death and/or any Annuitant’s death, as applicable, to the contingent Beneficiary(ies) who survive the Owner’s and/or the Annuitant’s death, as applicable; or

(3) if there is no primary or contingent Beneficiary who survives your death, and/or any Annuitant’s death, as applicable, to you or your estate.

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 Owner retains all other contractual rights.

See the “Death Benefit” section in the prospectus for more information on death benefits.

EXPERTS

The financial statements of Massachusetts Mutual Variable Annuity Separate Account 4 as of December 31, 2023 and for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended and the statutory financial statements of Massachusetts Mutual Life Insurance Company (the Company) as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, each have been included in this Statement of Additional Information herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, each of which are also included herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s report, dated February 27, 2024, states that the Company prepared its financial statements using statutory accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance (statutory accounting practices), which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, KPMG LLP’s report states that the financial statements of the Company are not intended to be and, therefore, are not presented fairly in accordance with U.S. generally accepted accounting principles and further states that those statements are presented fairly, in all material respects, in accordance with the statutory accounting practices. The principal business address of KPMG LLP is One Financial Plaza, 755 Main Street, Hartford, Connecticut 06103.

FINANCIAL STATEMENTS

The Registrant

Report of Independent Registered Public Accounting Firm

Statement of Assets and Liabilities as of December 31, 2023

Statements of Operations and Changes in Net Assets for the years ended December 31, 2023 and 2022

Notes to Financial Statements

The Depositor

Independent Auditors’ Report

Statutory Statements of Financial Position as of December 31, 2023 and 2022

Statutory Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Statutory Statements of Changes in Surplus for the years ended December 31, 2023, 2022 and 2021

Statutory Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Notes to Statutory Financial Statements

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY FINANCIAL STATEMENTS

As of December 31, 2023 and 2022 and

for the years ended December 31, 2023, 2022 and 2021

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY FINANCIAL STATEMENTS

Table of Contents

				Page
Independent Auditors’ Report				1
Statutory Statements of Financial Position				4
Statutory Statements of Operations				5
Statutory Statements of Changes in Surplus				6
Statutory Statements of Cash Flows				7
Notes to Statutory Financial Statements:				8
	1.		Nature of operations	8
	2.		Summary of significant accounting policies	8
	3.		New accounting standards	21
	4.		Fair value of financial instruments	22
	5.		Investments	29
		a.	Bonds	29
		b.	Preferred stocks	33
		c.	Common stocks – subsidiaries and affiliates	34
		d.	Common stocks – unaffiliated	36
		e.	Mortgage loans	36
		f.	Real estate	42
		g.	Partnerships and limited liability companies	42
		h.	Derivatives	43
		i.	Repurchase agreements	47
		j.	Net investment income	49
		k.	Net realized capital (losses) gains	50
	6.		Federal income taxes	52
	7.		Other than invested assets	59
	8.		Policyholders’ liabilities	62
	9.		Reinsurance	67
	10.		Withdrawal characteristics	70
	11.		Debt	74
	12.		Employee benefit plans	74
	13.		Employee compensation plans	82
	14.		Surplus notes	84
	15.		Presentation of the Statutory Statements of Cash Flows	85
	16.		Business risks, commitments and contingencies	86
	17.		Related party transactions	92
	18.		Subsidiaries and affiliated companies	94
	19.		Subsequent events	98
	20.		Impairment listing for loan-backed and structured securities	99

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KPMG LLP

One Financial Plaza

755 Main Street

Hartford, CT 06103

Independent Auditors’ Report

Audit Committee of the Board of Directors

Massachusetts Mutual Life Insurance Company:

Opinions

We have audited the financial statements of Massachusetts Mutual Life Insurance Company (the Company), which comprise the statutory statements of financial position as of December 31, 2023 and 2022, and the related statutory statements of operations and changes in surplus, and cash flows for the three-year period ended December 31, 2023, and the related notes to the financial statements.

Unmodified Opinion on Statutory Basis of Accounting

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the three-year period ended December 31, 2023 in accordance with accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance described in Note 2.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles section of our report, the financial statements do not present fairly, in accordance with U.S. generally accepted accounting principles, the financial position of the Company as of December 31, 2023 and 2022, or the results of its operations or its cash flows for the three-year period ended December 31, 2023.

Basis for Opinions

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 2 to the financial statements, the financial statements are prepared by the Company using accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the financial statements are not intended to be presented in accordance with U.S. generally accepted accounting principles. The effects on the financial statements of the variances between the statutory accounting practices described in Note 2 and U.S. generally accepted accounting principles, although not reasonably determinable, are presumed to be material and pervasive.

Emphasis of Matter

As discussed in Note 3 to the financial statements, in 2023, the Company adopted INT 23-01T - Disallowed IMR. Our opinions are not modified with respect to this matter.

	KPMG LLP, a Delaware limited liability partnership and a member firm of
	the KPMG global organization of independent member firms affiliated with
	KPMG International Limited, a private English company limited by guarantee.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ KPMG LLP

Hartford, Connecticut

February 27, 2024

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF FINANCIAL POSITION

		December 31,		December 31,
	2023		2022
	(In Millions)
Assets:
Bonds	$	144,433	$	136,445
Preferred stocks		446		451
Common stocks – subsidiaries and affiliates		25,496		24,683
Common stocks – unaffiliated		1,623		1,477
Mortgage loans		24,021		24,972
Policy loans		15,897		17,054
Real estate		329		355
Partnerships and limited liability companies		12,907		12,296
Derivatives		20,740		22,032
Cash, cash equivalents and short-term investments		11,134		5,568
Other invested assets		2,401		1,865
Total invested assets		259,427		247,198
Investment income due and accrued		5,236		4,223
Federal income taxes		280		231
Net deferred income taxes		1,660		1,229
Other than invested assets		5,670		4,285
Total assets excluding separate accounts		272,273		257,166
Separate account assets		52,593		53,414
Total assets	$	324,866	$	310,580
Liabilities and Surplus:
Policyholders’ reserves	$	167,250	$	153,216
Liabilities for deposit-type contracts		19,645		18,089
Contract claims and other benefits		714		701
Policyholders’ dividends		2,150		1,927
General expenses due or accrued		1,049		1,108
Asset valuation reserve		5,989		5,674
Repurchase agreements		3,219		3,042
Commercial paper		50		250
Collateral		2,073		4,065
Derivatives		13,734		14,003
Funds held under coinsurance		22,520		21,916
Other liabilities		5,141		5,364
Total liabilities excluding separate accounts		243,534		229,355
Separate account liabilities		52,455		53,284
Total liabilities		295,989		282,639
Surplus		28,877		27,941
Total liabilities and surplus	$	324,866	$	310,580

See accompanying notes to statutory financial statements

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF OPERATIONS

		Years Ended December 31,
	2023		2022		2021
	(In Millions)
Revenue:
Premium income	$	25,490	$	23,524	19,891
Net investment income		11,043		9,302	8,845
Fees and other income		1,028		1,139	1,253
Total revenue		37,561		33,965	29,989
Benefits, expenses and other deductions:
Policyholders’ benefits		17,369		16,937	11,513
Change in policyholders’ reserves		12,273		10,278	11,649
General insurance expenses		2,333		2,191	2,269
Commissions		1,423		1,324	1,224
State taxes, licenses and fees		329		310	326
Other deductions		1,122		677	810
Total benefits, expenses and other deductions		34,849		31,717	27,791
Net gain from operations before dividends and federal income taxes		2,712		2,248	2,198
Dividends to policyholders		2,131		1,906	1,808
Net gain from operations before federal income taxes		581		342	390
Federal income tax expense (benefit)		116		(64)	72
Net gain from operations		465		406	318
Net realized capital (losses) gains		(490)		326	(534)
Net (loss) income	$	(25)	$	732	(216)

See accompanying notes to statutory financial statements

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CHANGES IN SURPLUS

		Years Ended December 31,
	2023		2022			2021
	(In Millions)
Surplus, beginning of year	$	27,941	$	26,979	$	24,327
Net increase due to:
Net (loss) income		(25)		732		(216)
Change in net unrealized capital gains (losses), net of tax		8		871		3,366
Change in net unrealized foreign exchange capital gains (losses), net of tax		376		(1,739)		(673)
Change in other net deferred income taxes		462		662		544
Change in nonadmitted assets		365		(563)		20
Change in asset valuation reserve		(315)		740		(1,209)
Change in reserve valuation basis		-		(12)		-
Change in surplus notes		(149)		413		841
Change in minimum pension liability		(7)		40		21
Prior period adjustments		173		(44)		31
Other		48		(138)		(73)
Net increase:		936		962		2,652
Surplus, end of year	$	28,877	$	27,941	$	26,979

See accompanying notes to statutory financial statements

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CASH FLOWS

		Years Ended
		December 31,
	2023		2022			2021
	(In Millions)
Cash from operations:
Premium and other income collected	$	26,418	$	24,719	$	20,237
Net investment income		12,269		8,172		9,238
Benefit payments		(17,077)		(16,698)		(11,349)
Net transfers from separate accounts		1,611		4,947		1,129
Commissions and other expenses		(5,208)		(5,292)		(4,557)
Dividends paid to policyholders		(1,908)		(1,806)		(1,688)
Federal and foreign income taxes recovered (paid)		58		5		(849)
Net cash from operations		16,163		14,047		12,161
Cash from investments:
Proceeds from investments sold, matured or repaid:
Bonds		23,801		28,498		37,911
Preferred and common stocks – unaffiliated		290		422		584
Common stocks – affiliated		105		72		45
Mortgage loans		3,621		3,784		4,889
Real estate		5		177		75
Partnerships and limited liability companies		1,830		2,910		1,629
Derivatives		(214)		(384)		(490)
Other		(518)		(655)		198
Total investment proceeds		28,920		34,824		44,841
Cost of investments acquired:
Bonds		(32,278)		(43,003)		(47,343)
Preferred and common stocks – unaffiliated		(316)		(572)		(515)
Common stocks – affiliated		(256)		(624)		(3,966)
Mortgage loans		(2,896)		(2,095)		(5,170)
Real estate		(8)		(13)		(174)
Partnerships and limited liability companies		(2,988)		(3,932)		(4,033)
Derivatives		-		(267)		(66)
Other		153		11		86
Total investments acquired		(38,589)		(50,495)		(61,181)
Net increase in policy loans		1,158		(935)		(522)
Net cash used in investing activities		(8,511)		(16,606)		(16,862)
Cash from financing and miscellaneous sources:
Net deposits on deposit-type contracts		1,238		806		2,359
Change in surplus notes		(150)		413		607
Change in repurchase agreements		171		241		(1,204)
Change in collateral		(2,024)		(2,089)		574
Other cash (used) provided		(1,321)		2,813		2,570
Net cash (used in) from financing and miscellaneous sources		(2,086)		2,184		4,906
Net change in cash, cash equivalents and short-term investments		5,566		(375)		205
Cash, cash equivalents and short-term investments:
Beginning of year		5,568		5,943		5,738
End of year	$	11,134	$	5,568	$	5,943

See accompanying notes to statutory financial statements

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS

Nature of operations

Massachusetts Mutual Life Insurance Company (MassMutual or the Company), a mutual life insurance company domiciled in the Commonwealth of Massachusetts, and its domestic life insurance subsidiaries provide individual and group life insurance, disability insurance (DI), individual and group annuities and guaranteed interest contracts (GIC) to individual and institutional customers in all 50 states of the United States of America (U.S.), the District of Columbia and Puerto Rico. Products and services are offered primarily through the Company’s MassMutual Financial Advisors (MMFA), MassMutual Strategic Distributors (MMSD), Institutional Solutions (IS) and Worksite distribution channels.

MMFA is a sales force of financial professionals that operate in the U.S. MMFA sells individual life, individual annuities, hybrid life and long-term care (LTC) and DI. The Company’s MMSD channel sells life insurance, disability, annuity, and hybrid life and LTC solutions through a network of third-party distribution partners. The Company’s IS distribution channel places group annuities, life insurance and GIC primarily through retirement advisory firms, actuarial consulting firms, investment banks, insurance benefit advisors and investment management companies. The Company’s Worksite channel works with advisors and employers across the country to provide American workers with voluntary and executive benefits such as group whole life, critical illness, accident insurance and DI, through the workplace.

Summary of significant accounting policies

Basis of presentation

The statutory financial statements have been prepared in conformity with the statutory accounting practices of the National Association of Insurance Commissioners (NAIC) and the accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance (the Division).

Statutory accounting practices are different in some respects from financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The more significant differences between statutory accounting practices and U.S. GAAP are as follows:

Invested assets

•

Bonds are generally carried at amortized cost, whereas U.S. GAAP reports bonds at fair value for bonds available for sale and trading or at amortized cost for bonds held to maturity (HTM)

•

Changes in the fair value of derivative financial instruments are recorded as changes in surplus, whereas U.S. GAAP generally reports these changes in revenue unless deemed an effective hedge

•

Interest rate and credit default swaps associated with replicated synthetic investment transactions are carried at amortized cost, whereas U.S. GAAP would carry them at fair value

•

Embedded derivatives are recorded as part of the underlying contract, whereas U.S. GAAP would identify and bifurcate certain embedded derivatives from the underlying contract or security and account for them separately at fair value

•

Income recognition on partnerships and limited liability companies, which are accounted for under the equity method, is limited to the amount of cash distribution, whereas U.S. GAAP is without limitation

•

Certain majority-owned subsidiaries and variable interest entities are accounted for using the equity method, whereas U.S. GAAP would consolidate these entities

•

Starting on January 1, 2022, the Company adopted the current expected credit loss (CECL) impairment model for U.S. GAAP, which only applies to financial assets carried at amortized cost, including mortgage and other commercial loans, equipment loans, HTM debt securities, and trade, lease, reinsurance and other receivables. CECL is based on expected credit losses rather than incurred losses. All financial assets within scope of CECL will have a credit loss allowance. The adopted guidance also changes the incurred loss model on AFS debt securities to be an allowance for credit losses with potential recoverability. Statutory accounting continues to utilize the other-than-temporary impairment(s) (OTTI) model described in Note 2dd.

Policyholders’ liabilities

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

•

Statutory policy reserves are generally based upon prescribed methods, such as the Commissioners’ Reserve Valuation Method, Commissioners’ Annuity Reserve Valuation Method or net level premium method, and prescribed statutory mortality, morbidity and interest assumptions at the time of issuance, whereas U.S. GAAP policy reserves would generally be based upon the net level premium method or the estimated gross margin method with estimates, at time of issuance, of future mortality, morbidity, persistency and interest

•

Liabilities for policyholders’ reserves, unearned premium, and unpaid claims are presented net of reinsurance ceded, whereas U.S. GAAP would present the liabilities on a direct basis and report an asset for the amounts recoverable or due from reinsurers

•

Payments received for universal and variable life insurance products, certain variable and fixed deferred annuities and group annuity contracts are reported as premium income and corresponding change in reserves, whereas U.S. GAAP would treat these payments as deposits to policyholders’ account balances

General insurance expenses and commissions

Certain acquisition costs, such as commissions and other variable costs, directly related to successfully acquiring new business are charged to current operations as incurred, whereas U.S. GAAP generally would capitalize these expenses and amortize them based on profit emergence over the expected life of the policies or over the premium payment period.

Net realized capital (losses) gains

•

After-tax realized capital gains (losses) that result from changes in the overall level of interest rates for all types of fixed-income investments and interest-related hedging activities are deferred into the interest maintenance reserve (IMR) and amortized into revenue, whereas U.S. GAAP reports these gains and losses as revenue

Surplus

•

Changes in the balances of deferred income taxes, which provide for book versus tax temporary differences, are subject to limitation and are recorded in surplus, whereas U.S. GAAP would generally include the change in deferred taxes in net income without limitation

•

Assets are reported at admitted asset value and assets designated as nonadmitted are excluded through a charge against surplus, whereas U.S. GAAP recognizes all assets, net of any valuation allowances

•

An asset valuation reserve (AVR) is reported as a contingency reserve to stabilize surplus against fluctuations in the statement value of real estate, partnerships and limited liability companies and certain common stocks as well as credit-related changes in the value of bonds, mortgage loans and certain derivatives, whereas U.S. GAAP does not record this reserve

•

Changes to the mortgage loan valuation allowance are recognized in net unrealized capital gains (losses), net of tax, in the Consolidated Statutory Statements of Changes in Surplus, whereas U.S. GAAP follows the CECL impairment model effective 1/1/2022

•

The overfunded status of pension and other postretirement plans, which is the excess of the fair value of the plan assets over the projected benefit obligation, is a nonadmitted asset for statutory accounting whereas U.S. GAAP recognizes the overfunded status as an asset

•

Surplus notes are reported in surplus, whereas U.S. GAAP reports these notes as liabilities

•

Statutory Statements of Changes in Surplus includes net income, change in net unrealized capital gains (losses), change in net unrealized foreign exchange capital gains (losses), change in other net deferred income taxes, change in nonadmitted assets, change in AVR, prior period adjustments and change in minimum pension liability, whereas U.S. GAAP presents net income as retained earnings and net unrealized capital gains (losses), change in net unrealized foreign exchange capital gains (losses), change in minimum pension liability as other comprehensive income

•

The change in the fair value for unaffiliated common stock is recorded in surplus, whereas the change in the fair value for ownership interests in an entity not accounted for under the equity method or consolidated are recorded in revenue for U.S. GAAP

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Other

•

Assets and liabilities associated with certain group annuity and variable universal life contracts, which do not pass-through all investment experience to contract holders, are maintained in separate accounts and are presented on a single line in the statutory financial statements, whereas U.S. GAAP reports these contracts as general investments and liabilities of the Company

The preparation of financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities, the disclosure of assets and liabilities as of the date of the statutory financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates and assumptions include those used in determining the carrying values of investments including the amount of mortgage loan investment valuation reserves, OTTI, the value of the investment in MassMutual Holding LLC (MMHLLC), the liabilities for policyholders’ reserves, the determination of admissible deferred tax assets (DTA), the liability for taxes and the liability for litigation or other contingencies. Future events including, but not limited to, changes in the level of mortality, morbidity, interest rates, persistency, asset valuations and defaults could cause results to differ from the estimates used in the statutory financial statements. Although some variability is inherent in these estimates, management believes the amounts presented are appropriate.

Certain prior year amounts within these financial statements have been reclassified to conform to the current year presentation.

Corrections of errors and reclassifications

For the years ended December 31, 2023 and 2022, corrections of prior years’ errors were recorded in surplus, net of tax:

	Years Ended December 31, 2023 and 2022
	Increase (Decrease) to:
		Prior			Current					Asset
		Years’			Year					or Liability
		Net Income			Surplus					Balances
	(In Millions)
		2023		2022		2023		2022		2023		2022
Common stocks -subsidiaries and affiliates	$	19	$	-	$	19	$	-	$	19	$	-
Partnerships and limited liability companies		15		-		15		-		15		-
Derivative assets		-		-		(125)		-		(125)		-
Investment income due and accrued		230		-		230		-		230		-
Policyholders’ reserves		(143)		(65)		(143)		(65)		143		65
Derivative liabilities		-		-		7		-		(7)		-
Other Liabilities		30		25		30		25		30		(25)
Other invested assets		22		-		22		-		22		-
Cash, cash equivalents and short-term investments		-		(4)		-		(4)		-		(4)
Total	$	173	$	(44)	$	55	$	(44)	$

Bonds

Bonds are generally valued at amortized cost using the constant yield interest method with the exception of NAIC

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Category 6 bonds, which are in or near default, and certain residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS), which are rated by outside modelers, which are carried at the lower of amortized cost or fair value. NAIC ratings are applied to bonds and other investments. Categories 1 and 2 are considered investment grade, while Categories 3 through 6 are considered below investment grade. Bonds are recorded on a trade date basis, except for private placement bonds, which are recorded on the funding date.

For loan-backed and structured securities, such as asset-backed securities (ABS), mortgage-backed securities (MBS), including RMBS and CMBS, and structured securities, including collateralized debt obligations (CDOs), amortization or accretion is revalued quarterly based on the current estimated cash flows, using either the prospective or retrospective adjustment methodologies.

Fixed income securities, with the highest ratings from a rating agency follow the retrospective method of accounting.

All other fixed income securities, such as floating rate bonds and interest only securities, including those that have been impaired, follow the prospective method of accounting.

The fair value of bonds is based on quoted market prices when available. If quoted market prices are not available, values provided by other third-party organizations are used. If values provided by other third-party organizations are unavailable, fair value is estimated using internal models by discounting expected future cash flows using observable current market rates applicable to yield, credit quality and maturity of the investment or using quoted market values for comparable investments. Internal inputs used in the determination of fair value include estimated prepayment speeds, default rates, discount rates and collateral values, among others. Structure characteristics and cash flow priority are also considered. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants.

Refer to Note 2dd. “Net realized capital (losses) gains including other-than-temporary impairments and unrealized capital gains (losses)” for information on the Company’s policy for determining OTTI.

Preferred stocks

Preferred stocks in good standing, those that are rated Categories 1 through 3 by the Securities Valuation Office (SVO) of the NAIC, are generally valued at amortized cost. Preferred stocks not in good standing, those that are rated Categories 4 through 6 by the SVO, are valued at the lower of amortized cost or fair value. Fair values are based on quoted market prices, when available. If quoted market prices are not available, values provided by third-party organizations are used. If values provided by third-party organizations are unavailable, fair value is estimated using internal models. These models use inputs not directly observable or correlated with observable market data. Typical inputs integrated into the Company’s internal discounted expected earnings models include, but are not limited to, earnings before interest, taxes, depreciation and amortization estimates. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants.

Common stocks – subsidiaries and affiliates

On May 28, 2021, the Company, through a wholly owned subsidiary, Glidepath Holdings Inc. (Glidepath), acquired MassMutual Ascend Life Insurance Company (formerly known as Great American Life Insurance Company) and other subsidiaries and affiliated entities (MM Ascend) for $3,570 million in cash. MM Ascend primarily offers traditional fixed and fixed indexed annuity products.

Common stocks of unconsolidated subsidiaries, primarily MMHLLC, Glidepath and MM Investment Holding (MMIH), are accounted for using the statutory equity method. The Company accounts for the value of MMHLLC at its underlying U.S. GAAP equity value less adjustments for the limited statutory basis of accounting related to foreign insurance subsidiaries and controlled affiliated entities as well as an adjustment of $620 million as of December 31, 2023 for a portion of its noncontrolling interests (NCI). Glidepath is valued on it is underlying GAAP equity with adjustment to recognize its investment in MM Ascend based on MM Ascend’s underlying statutory surplus, adjusted

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

for any unamortized goodwill that would have been recognized under the statutory purchase method. Operating results, less dividends declared, for MMHLLC, Glidepath and MMIH are reflected as net unrealized capital gains in the Statutory Statements of Changes in Surplus. Dividends declared from MMHLLC, Glidepath and MMIH are recorded in net investment income when declared and are limited to MMHLLC, Glidepath and MMIH’s U.S. GAAP retained earnings. The cost basis of common stocks – subsidiaries and affiliates is adjusted for impairments deemed to be other than temporary.

Refer to Note 5c. “Common stocks - subsidiaries and affiliates” for further information on the valuation of MMHLLC.

Common stocks – unaffiliated

Unaffiliated common stocks are carried at fair value, which is based on quoted market prices when available. If quoted market prices are not available, values provided by third-party organizations are used. If values from third parties are unavailable, fair values are determined by management using estimates based upon internal models. The Company’s internal models include estimates based upon comparable company analysis, review of financial statements, broker quotes and last traded price. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants.

Mortgage loans

Mortgage loans are valued at the unpaid principal balance of the loan, net of unamortized premium, discount, mortgage origination fees and valuation allowances. Interest income earned on impaired loans is accrued on the outstanding principal balance of the loan based on the loan’s contractual coupon rate. Interest is not accrued for (a) impaired loans more than 60 days past due, (b) delinquent loans more than 90 days past due, or (c) loans that have interest that is not expected to be collected. The Company continually monitors mortgage loans where the accrual of interest has been discontinued, and will resume the accrual of interest on a mortgage loan when the facts and circumstances of the borrower and property indicate that the payments will continue to be received according to the terms of the original or modified mortgage loan agreement.

Policy loans

Policy loans are carried at the outstanding loan balance less amounts unsecured by the cash surrender value of the policy and amounts ceded to reinsurers.

Real estate

Investment real estate, which the Company has the intent to hold for the production of income, and real estate occupied by the Company are carried at depreciated cost, less encumbrances. Depreciation is calculated using the straight-line method over the estimated useful life of the real estate holding, not to exceed 40 years. Depreciation expense is included in net investment income.

Real estate held for sale is initially carried at the lower of depreciated cost or fair value less estimated selling costs and is no longer depreciated. Adjustments to carrying value, including for further declines in fair value, are recorded in a valuation reserve, which is included in net realized capital (losses) gains.

Fair value is generally estimated using the present value of expected future cash flows discounted at a rate commensurate with the underlying risks, net of encumbrances. The Company also obtains external appraisals for a rotating selection of properties annually. If an external appraisal is not obtained, an internal appraisal is performed.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Partnerships and limited liability companies

Partnerships and limited liability companies, except for partnerships that generate and realize low income housing tax credits (LIHTCs), are accounted for using the equity method with the change in the equity value of the underlying investment recorded in surplus. Distributions received are recognized as net investment income to the extent the distribution does not exceed previously recorded accumulated undistributed earnings.

Investments in partnerships that generate LIHTCs are carried at amortized cost unless considered impaired. Under the amortized cost method, the excess of the carrying value of the investment over its estimated residual value is amortized into net investment income during the period in which tax benefits are recognized.

The equity method is suspended if the carrying value of the investment is reduced to zero due to losses from the investment. Once the equity method is suspended, losses are not recorded until the investment returns to profitability and the equity method is resumed. However, if the Company has guaranteed obligations of the investment or is otherwise committed to provide further financial support for the investment, losses will continue to be reported up to the amount of those guaranteed obligations or commitments.

Derivatives

Interest rate swaps and credit default swaps associated with replicated assets are valued at amortized cost and all other derivative types are carried at fair value, which is based primarily upon quotations obtained from counterparties and independent sources. These quotations are compared to internally derived prices and a price challenge is lodged with the counterparties and independent sources when a significant difference cannot be explained by appropriate adjustments to the internal model. When quoted market values are not reliable or available, the value is based on an internal valuation process using market observable inputs that other market participants would use. Changes in the fair value of these instruments other than interest rate swaps and credit default swaps associated with replicated synthetic investments are recorded as unrealized capital gains (losses) in surplus. Gains and losses realized on settlement, termination, closing or assignment of contracts are recorded in net realized capital (losses) gains. Amounts receivable and payable are accrued as net investment income.

Cash, cash equivalents and short-term investments

Cash and cash equivalents, which are carried at amortized cost, consist of all highly liquid investments purchased with original maturities of three months or less.

Short-term investments, which are carried at amortized cost, consist of short-term bonds, money market mutual funds and all highly liquid investments purchased with maturities of greater than three months and less than or equal to 12 months.

The carrying value reported in the Statutory Statements of Financial Position for cash, cash equivalents and short-term investment instruments approximates the fair value.

Investment income due and accrued

Accrued investment income consists primarily of interest and dividends. Interest is recognized on an accrual basis and dividends are recorded as earned on the ex-dividend date.

Federal income taxes

Total federal income taxes are based upon the Company’s best estimate of its current and DTAs or deferred tax assets or liabilities. Current tax expense (benefit) is reported in the Statutory Statements of Operations as federal income tax expense (benefit) if resulting from operations and within net realized capital (losses) gains if resulting from invested asset transactions. Changes in the balances of net deferred taxes, which provide for book-to-tax temporary differences, are subject to limitations and are reported within various lines within surplus. Accordingly, the reporting of book-to-tax temporary differences, such as reserves and policy acquisition costs, and of book-to-tax permanent differences, such as tax-exempt interest and tax credits, may result in effective tax rates in the Statutory Statements of Operations that differ from the federal statutory tax rate.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Other than invested assets

Other than invested assets primarily includes the Company’s investment in corporate-owned life insurance, deferred and uncollected life insurance premium, receivable from subsidiaries and affiliates, reinsurance recoverable, fixed assets and other receivables.

Separate accounts

Separate accounts and sub-accounts are segregated funds administered and invested by the Company, the performance of which primarily benefits the policyholders/contract holders with an interest in the separate accounts. Group and individual variable annuity, variable life and other insurance policyholders/contract holders select from among the separate accounts and sub-accounts made available by the Company. The separate accounts and sub-accounts are offered as investment options under certain insurance contracts or policies. The returns produced by separate account assets increase or decrease separate account reserves. Separate account assets consist principally of marketable securities reported at fair value. Except for the Company’s seed money, supplemental accounts and certain guaranteed separate accounts issued in Minnesota, separate account assets can only be used to satisfy separate account liabilities and are not available to satisfy the general obligations of the Company. Separate account administrative and investment advisory fees are included in fees and other income.

Assets may be transferred from the general investments of the Company to seed the separate accounts. When assets are transferred, they are transferred at fair market value. Gains related to the transfer are deferred to the extent that the Company maintains a proportionate interest in the separate account. The deferred gain is recognized as the Company’s ownership decreases or when the underlying assets are sold. Losses associated with these transfers are recognized immediately.

Separate accounts reflect two categories of risk assumption: nonguaranteed separate accounts for which the policyholder/contract holder assumes the investment risk and guaranteed separate accounts for which the Company contractually guarantees a minimum return, a minimum account value, or both to the policyholder/contract holder. For certain guaranteed separate account products such as interest rate guaranteed products and indexed separate account products, reserve adequacy is performed on a contract-by-contract basis using, as applicable, prescribed interest rates, mortality rates and asset risk deductions. If the outcome from this adequacy analysis produces a deficiency relative to the current account value, a liability is recorded in policyholders’ reserves or liabilities for deposit-type contracts in the Statutory Statements of Financial Position with the corresponding change in the liability recorded as change in policyholders’ reserves or policyholders’ benefits in the Statutory Statements of Operations.

Premium income, benefits and expenses of the separate accounts are included in the Statutory Statements of Operations with the offset recorded in the change in policyholders’ reserves. Investment income, realized capital gains (losses) and unrealized capital gains (losses) on the assets of separate accounts, other than seed money, accrue to policyholders/contract holders and are not recorded in the Statutory Statements of Operations.

Nonadmitted assets

Assets designated as nonadmitted by the NAIC primarily include pension plan assets, intangibles, certain electronic data processing equipment, advances and prepayments, certain investments in partnerships and limited liability companies for which qualifying audits are not performed, the amount of DTAs (subject to certain limitations) that will not be realized by the end of the third calendar year following the current year end, furniture and equipment, certain other receivables and uncollected premium greater than 90 days past due. Due and accrued income is nonadmitted on: (a) bonds delinquent more than 90 days or where collection of interest is improbable; (b) impaired bonds more than 60 days past due; (c) bonds in default; (d) mortgage loans in default where interest is 180 days past due; (e) rent in arrears for more than 90 days; and (f) policy loan interest due and accrued more than 90 days past due and included in the unpaid balance of the policy loan in excess of the cash surrender value of the underlying contract. Assets that are designated as nonadmitted are excluded from the Statutory Statements of Financial Position through a change in nonadmitted assets on the Statutory Statements of Changes in Surplus.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Reinsurance

The Company enters into reinsurance agreements with affiliated and unaffiliated insurers in the normal course of business to limit its insurance risk or to assume business.

Premium income, policyholders’ benefits (including unpaid claims) and policyholders’ reserves are reported net of reinsurance. Premium, benefits and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. The Company records a receivable for reinsured benefits paid, but not yet reimbursed by the reinsurer and reduces policyholders’ reserves for the portion of insurance liabilities that are reinsured. Commissions and expense allowances on reinsurance ceded and modified coinsurance (Modco) reserve adjustments on reinsurance ceded are recorded as revenue. Commissions and expense allowances on Retirement Plan Group reinsurance assumed and Modco reserve adjustments on reinsurance assumed are recorded as an expense.

Policyholders’ reserves

Policyholders’ reserves are developed by actuarial methods that will provide for the present value of estimated future obligations in excess of estimated future premium on policies in force and are determined based on either statutory prescribed mortality/morbidity tables using specified interest rates and valuation methods, or principles-based reserving under Valuation Manual -20 which considers a wide range of future economic conditions, computed using justified company experience factors, such as mortality, policyholder behavior and expenses.

The Company waives deduction of deferred fractional premium at death and returns any portion of the final premium beyond the date of death. Reserves are computed using continuous functions to reflect these practices.

The Company charges a higher premium on certain contracts that cover substandard mortality risk. For these policies, the reserve calculations are based on a substandard mortality rate, which is a multiple of the standard mortality tables.

Certain variable universal life and universal life contracts include features such as guaranteed minimum death benefits (GMDB) or other guarantees that ensure continued death benefit coverage when the policy would otherwise lapse. The value of the guarantee is only available to the beneficiary in the form of a death benefit. The liability for variable and universal life GMDBs and other guarantees is included in policyholders’ reserves and the related change in this liability is included in change in policyholders’ reserves in the Statutory Statements of Operations.

Certain individual variable annuity and fixed annuity products have a variety of additional guarantees such as GMDBs and variable annuity guaranteed living benefits (VAGLB). The primary types of VAGLBs include guaranteed minimum accumulation benefits (GMAB), guaranteed minimum income benefits (GMIB) including GMIB Basic and GMIB Plus and guaranteed lifetime withdrawal benefits (GLWB). In general, these benefit guarantees require the contract owner or policyholder to adhere to a company-approved asset allocation strategy. The liabilities for individual variable annuity GMDBs and VAGLBs are included in policyholders’ reserves in the Statements of Financial Position and the related changes in these liabilities are included in change in policyholders’ reserves in the Statutory Statements of Operations.

Separate accounts include certain group annuity contracts used to fund retirement plans that offer a guarantee of a contract holder’s principal, which can be withdrawn over a stated period of time. These contracts offer a stated rate of return backed by the Company. Contract payments are not contingent upon the life of the retirement plan participants.

Unpaid claims and claim expense reserves are related to disability and LTC claims. Unpaid disability claim liabilities are projected based on the average of the last three disability payments. LTC unpaid claim liabilities are projected using policy specific daily benefit amounts and aggregate utilization factors. Claim expense reserves are based on an analysis of the unit expenses related to the processing and examination of new and ongoing claims. Interest accrued on reserves is calculated by applying NAIC prescribed interest rates to the average reserves by year incurred.

Tabular interest, tabular reserves, reserves released, and tabular cost for all life and annuity contracts and supplementary contracts involving life contingencies are determined in accordance with NAIC Annual Statement instructions. For tabular interest, whole life and term products use a formula that applies a weighted average interest

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

rate determined from a seriatim valuation file to the mean average reserves. Universal life, variable life, group life, annuity and supplemental contracts use a formula that applies a weighted average credited rate to the mean account value. For contracts without an account value (e.g., a Single Premium Immediate Annuity) a weighted average statutory valuation rate is applied to the mean statutory reserve or accepted actuarial methods using applicable interest rates are applied.

All policyholders’ reserves and accruals are presented net of reinsurance. Management believes that these liabilities and accruals represent management’s best estimate and will be sufficient, in conjunction with future revenues, to meet future anticipated obligations of policies and contracts in force.

Liabilities for deposit-type contracts

Liabilities for funding agreements, dividend accumulations, premium deposit funds, investment-type contracts such as supplementary contracts not involving life contingencies and certain structured settlement annuities are based on account value or accepted actuarial methods using applicable interest rates.

Participating contracts

Participating contracts are those that may be eligible to share in any dividends declared by the Company. Participating contracts issued by the Company represented 53% of the Company’s policyholders’ reserves and liabilities for deposit-type contracts as of December 31, 2023 and 56% as of December 31, 2022.

Policyholders’ dividends

Dividends expected to be paid to policyholders in the following year are approved annually by MassMutual’s Board of Directors and are recorded as an expense in the current year. The allocation of these dividends to policyholders reflects the relative contribution of each group of participating policies to surplus and considers, among other factors, investment returns, mortality and morbidity experience, expenses and taxes. The liability for policyholders’ dividends includes the estimated amount of annual dividends and settlement dividends. A settlement dividend is an extra dividend payable at termination of a policy upon maturity, death or surrender.

Asset valuation reserve

The Company maintains an AVR that is a contingency reserve to stabilize surplus against fluctuations in the carrying value of common stocks, real estate, partnerships and limited liability companies as well as credit-related changes in the value of bonds, preferred stocks, mortgage loans, and certain derivatives. The AVR is reported as a liability within the Statutory Statements of Financial Position and the change in AVR, net of tax, is reported within the Statutory Statements of Changes in Surplus.

Repurchase agreements

Repurchase agreements are contracts under which the Company sells securities and simultaneously agrees to repurchase the same or substantially the same securities. These repurchase agreements are carried at cost and accounted for as collateralized borrowings with the proceeds from the sale of the securities recorded as a liability while the underlying securities continue to be recorded as an investment by the Company. Earnings on these investments are recorded as investment income and the difference between the proceeds and the amount at which the securities will be subsequently reacquired is amortized as interest expense. Repurchase agreements are used as a tool for overall portfolio management to help ensure the Company maintains adequate assets in order to provide yield, spread and duration to support liabilities and other corporate needs.

The Company provides collateral, as dictated by the repurchase agreements, to the counterparty in exchange for a loan. If the fair value of the securities sold becomes less than the loan, the counterparty may require additional collateral.

The carrying value reported in the Statutory Statements of Financial Position for repurchase agreements approximates the fair value.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Commercial paper

The Company issues commercial paper (CP) in the form of unsecured notes. Interest on CP is calculated using a 360-day year based on the actual number of days elapsed. Due to the short-term nature of CP, the carrying value approximates fair value.

Interest maintenance reserve

The Company maintains an IMR that is used to stabilize net income against fluctuations in interest rates. After-tax realized capital gains (losses), which result from changes in interest rates for all types of fixed-income investments and interest-related derivatives, are deferred into the IMR and amortized into net investment income using the grouped amortization method. In the grouped amortization method, assets are grouped based on years of maturity. IMR is reduced by the amount ceded to reinsurers when entering into in force coinsurance ceding agreements. The IMR is included as net negative (Disallowed) IMR for any admitted portion in other than invested assets. Refer to Note 3. “New accounting standards - Adoption of new accounting standards” for further information on the adoption of INT 23-O1T - Disallowed IMR. Refer to Note 7. “Other than invested assets” for further information on the amount admitted as disallowed IMR.

aa.

Employee compensation plans

The Company has a long-term incentive compensation plan, under which certain employees of the Company and its subsidiaries may be issued phantom share-based compensation awards. These awards include Phantom Stock Appreciation Rights (PSARs) and Phantom Restricted Stock (PRS). These awards do not grant an equity or ownership interest in the Company.

PSARs provide the participant with the opportunity to share in the value created in the total enterprise. The PSAR value is the appreciation in the phantom stock price between the grant price and the share price at the time of exercise. Awards can only be settled in cash. PSARs typically cliff vest at the end of three years and expire five years after the date of grant. Vested PSARs may be exercised during quarterly two-week exercise periods prior to expiration. The compensation expense for an individual award is recognized over the service period.

PRS provide the participant with the opportunity to share in the value created in the total enterprise. Participants receive the full phantom share value (grant price plus/minus any change in share price) over the award period. Awards can only be settled in cash. PRS typically vests on a graded basis over five years, one third per year after years three, four and five. On each vesting date, a lump sum cash settlement is paid to the participant based on the number of shares vested multiplied by the most recent phantom stock price. Compensation expense is recognized on the accelerated attribution method. The accelerated attribution method recognizes compensation expense over the vesting period by which each separate payout year is treated as if it were, in substance, a separate award.

All awards granted under the Company’s plans are compensatory classified awards. Compensation costs are based on the most recent quarterly calculated intrinsic value of the PSARs (current share price less grant price per share not less than zero) and PRS (current share price per share), considering vesting provisions, net of forfeiture assumptions and are included in the Statutory Statements of Financial Position as a liability in general expenses due or accrued. The compensation expense for an individual award is recognized over the service period. The cumulative compensation expense for all outstanding awards in any period is equal to the change in calculated liability period over period. The requisite service period for the awards is the vesting period.

At the time of death or disability, awards contain vesting conditions, whereby employees’ unvested awards immediately vest on an accelerated basis with a one-year exercise period for PSARs, full accelerated vesting and settlement for PRS awards.

At the time of retirement, both PRS and PSAR vest according to the original grant terms.

The phantom share price is determined using the enterprise value of each entity within the organization provided it is within a pre-established range calculated using management basis equity method. If outside the range, the maximum or minimum share price established by the management basis equity method would apply, as appropriate.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

bb.

Other liabilities

Other liabilities primarily consist of the derivative interest expense liability, remittances and items not allocated, other miscellaneous liabilities, liabilities for employee benefits and accrued separate account transfers.

cc.

Premium and related expense recognition

Life insurance premium revenue is generally recognized annually on the anniversary date of the policy. However, premium for flexible products, primarily universal life and variable universal life contracts, is recognized as revenue when received. Annuity premium is recognized as revenue when received. DI and LTC premium is recognized as revenue when due.

Premium revenue is adjusted by the related deferred premium adjustment. Deferred premium adjusts for the overstatement created in the calculation of reserves as the reserve computation assumes the entire year’s net premium is collected annually at the beginning of the policy year and does not take into account installment or modal payments.

Commissions and other costs related to issuance of new policies and policy maintenance and settlement costs are charged to current operations when incurred. Surrender fee charges on certain life and annuity products are recorded as a reduction of benefits and expenses.

dd.

Net realized capital (losses) gains including other-than-temporary impairments and unrealized capital gains (losses)

Net realized capital (losses) gains, net of taxes, exclude gains (losses) deferred into the IMR and gains (losses) of the separate accounts. Net realized capital (losses) gains, including OTTI, are recognized in net income and are determined using the specific identification method.

Bonds - general

The Company employs a systematic methodology to evaluate OTTI by conducting a quarterly analysis of bonds. OTTI is evaluated in a manner consistent with market participant assumptions. The Company considers the following factors, where applicable depending on the type of securities, in the evaluation of whether a decline in value is other than temporary: (a) the likelihood that the Company will be able to collect all amounts due according to the contractual terms of the debt security; (b) the present value of the expected future cash flows of the security; (c) the characteristics, quality and value of the underlying collateral or issuer securing the position; (d) collateral structure; (e) the length of time and extent to which the fair value has been below amortized cost; (f) the financial condition and near-term prospects of the issuer; (g) adverse conditions related to the security or industry; (h) the rating of the security; (i) the Company’s ability and intent to hold the investment for a period of time sufficient to allow for an anticipated recovery to amortized cost; and (j) other qualitative and quantitative factors in determining the existence of OTTI including, but not limited to, unrealized loss trend analysis and significant short-term changes in value.

In addition, if the Company has the intent to sell, or the inability, or lack of intent to retain the investment for a period sufficient to recover the amortized cost basis, an OTTI is recognized as a realized loss equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date.

When a bond is other-than-temporarily impaired, a new cost basis is established.

Bonds - corporate

For corporate securities, if it is determined that a decline in the fair value of a bond is other than temporary, OTTI is recognized as a realized loss equal to the difference between the investment’s amortized cost basis and, generally, its fair value at the balance sheet date.

The Company analyzes investments whose fair value is below the cost for impairment. Generally, if the investment experiences significant credit or interest rate related deterioration, the cost of the investment is not recoverable, or the Company intends to sell the investment before anticipated recovery, an OTTI is recognized as realized investment loss.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Bonds - loan-backed and structured securities

For loan-backed and structured securities, if the present value of cash flows expected to be collected is less than the amortized cost basis of the security, an OTTI is recognized as a realized loss equal to the difference between the investment’s amortized cost basis and the present value of cash flows expected to be collected. The expected cash flows are discounted at the security’s effective interest rate. Internal inputs used in determining the amount of the OTTI on structured securities include collateral performance, prepayment speeds, default rates, and loss severity based on borrower and loan characteristics, as well as deal structure including subordination, over-collateralization and cash flow priority.

ABS and MBS are evaluated for OTTI using scenarios and assumptions based on the specifics of each security including collateral type, loan type, vintage and subordination level in the structure. Cash flow estimates are based on these assumptions and inputs obtained from external industry sources along with internal analysis and actual experience. Where applicable, assumptions include prepayment speeds, default rates and loss severity, weighted average maturity and changes in the underlying collateral values.

The Company has a review process for determining if CDOs are at risk for OTTI. For the senior, mezzanine and junior debt tranches, cash flows are modeled using multiple scenarios based on the current ratings and values of the underlying corporate credit risks and incorporating prepayment and default assumptions that vary according to collateral attributes of each CDO. The prepayment and default assumptions are varied within each model based upon rating (base case), historical expectations (default), rating change improvement (optimistic), rating change downgrade (pessimistic) and fair value (market). The default rates produced by these multiple scenarios are assigned an expectation weight according to current market and economic conditions and fed into a final scenario. OTTI is recorded if this final scenario results in the loss of any principal or interest payments due.

For the most subordinated junior CDO tranches, the present value of the projected cash flows in the final scenario is measured using an effective yield. If the current book value of the security is greater than the present value measured using an effective yield, an OTTI is taken in an amount sufficient to produce its effective yield. Certain CDOs cannot be modeled using all of the scenarios because of limitations on the data needed for all scenarios. The cash flows for these CDOs, including foreign currency denominated CDOs, are projected using a customized scenario management believes is reasonable for the applicable collateral pool.

For loan-backed and structured securities, any difference between the new amortized cost basis and any increased present value of future cash flows expected to be collected is accreted into net investment income over the expected remaining life of the bond.

Common and preferred stock

The cost basis of common and preferred stocks is adjusted for impairments deemed to be other than temporary. The Company considers the following factors in the evaluation of whether a decline in value is other than temporary: (a) the financial condition and near-term prospects of the issuer; (b) the Company’s ability and intent to retain the investment for a period sufficient to allow for a near-term recovery in value; and (c) the period and degree to which the value has been below cost. The Company conducts a quarterly analysis of issuers whose common or preferred stock is not-in-good standing or valued below 80% of cost. The Company also considers other qualitative and quantitative factors in determining the existence of OTTI including, but not limited to, unrealized loss trend analysis and significant short-term changes in value.

Mortgage loans

The Company performs internal reviews at least annually to determine if individual mortgage loans are performing or nonperforming. The fair values of performing mortgage loans are estimated by discounting expected future cash flows using current interest rates for similar loans with similar credit risk. For nonperforming loans, the fair value is the estimated collateral value of the underlying real estate. If foreclosure is probable, the Company will obtain an external appraisal.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Mortgage loans are considered to be impaired when, based upon current available information and events, it is probable that the Company will be unable to collect all amounts of principal and interest due according to the contractual terms of the mortgage loan agreement. A valuation allowance is recorded on a loan-by-loan basis in net unrealized capital losses for the excess of the carrying value of the mortgage loan over the fair value of its underlying collateral. Such information or events could include property performance, capital budgets, future lease roll, a property inspection as well as payment trends. Collectability and estimated decreases in collateral values are also assessed on a loan-by-loan basis considering all events and conditions relevant to the loan. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available, as changes occur in the market or as negotiations with the borrowing entity evolve. If there is a change in the fair value of the underlying collateral or the estimated loss on the loan, the valuation allowance is adjusted accordingly. An OTTI occurs upon the realization of a credit loss, typically through foreclosure or after a decision is made to accept a discounted payoff, and is recognized in realized capital losses. The previously recorded valuation allowance is reversed from unrealized capital losses. When an OTTI is recorded, a new cost basis is established reflecting estimated value of the collateral.

Real estate

For real estate held for the production of income, depreciated cost is adjusted for impairments whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable, with the impairment being included in realized capital losses. An impairment is recorded when the property’s estimated future net operating cash flows over ten years, undiscounted and without interest charges, is less than book value.

Adjustments to the carrying value of real estate held for sale are recorded in a valuation reserve as realized capital losses when the fair value less estimated selling costs is less than the carrying value.

Partnerships and limited liability companies

When it is probable that the Company will be unable to recover the outstanding carrying value of an investment based on undiscounted cash flows, or there is evidence indicating an inability of the investee to sustain earnings to justify the carrying value of the investment, OTTI is recognized in realized capital losses reflecting the excess of the carrying value over the estimated fair value of the investment. The estimated fair values of limited partnership interests are generally based on the Company’s share of the net asset value (NAV) as provided in the financial statements of the investees. In certain circumstances, management may adjust the NAV by a premium or discount when it has sufficient evidence to support applying such adjustments.

For determining impairments in partnerships that generate LIHTCs, the Company uses the present value of all future benefits, the majority of which are tax credits, discounted at a risk-free rate for future benefits of ten or more years and compares the results to its current book value. Impairments are recognized in realized capital losses reflecting the excess of the carrying value over the estimated fair value of the investment.

Unrealized capital gains (losses)

Unrealized capital gains (losses) include changes in the fair value of derivatives, excluding interest rate swaps and credit default index swaps associated with replicated assets; currency translation adjustments on foreign-denominated bonds; changes in the fair value of unaffiliated common stocks; changes in the fair value of bonds and preferred stocks that are carried at fair value; and changes in the inflation adjustments on U.S Treasury inflation-indexed securities. Changes in the Company’s equity investments in partnerships and limited liability companies, including the earnings as reported on the financial statements, earnings recorded as accumulated undistributed earnings, foreign exchange asset valuation and mark-to-market on operating assets, and certain subsidiaries and affiliates are also reported as changes in unrealized capital gains (losses). Unrealized capital gains (losses) are recorded as a change in net unrealized capital gains (losses), net of tax, within the Statutory Statements of Changes in Surplus.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

New accounting standards

Adoption of new accounting standards

In June 2022, the NAIC adopted modifications to SSAP No. 25, Affiliates and Other Related Parties and SSAP No. 43R, Loan-Backed and Structured Securities, effective December 31, 2022. The modifications clarify application of the existing affiliate definition and incorporate disclosure requirements for all investments that involve related parties, regardless of whether they meet the affiliate definition. The revisions to SSAP No. 43R also included additional clarifications that the investments from any arrangements that results in direct or indirect control, which include but are not limited to control through a servicer, shall be reported as affiliated investments. The modifications did not have a material effect on the Company’s financial statements.

In August 2023, the NAIC adopted INT 23-01T — Disallowed IMR (“INT 23-01T”). INT 23-01T provides optional, limited-term guidance for the assessment of disallowed IMR for up to 10% of adjusted general account capital and surplus. An insurer’s capital and surplus must first be adjusted to exclude certain “soft assets” including net positive goodwill, electronic data processing equipment and operating system software, net deferred tax assets and admitted disallowed IMR. An insurer will only be able to admit the negative IMR if the insurer’s risk-based capital is over 300% authorized control level after adjusting to remove the assets described above.

As adopted, negative IMR may be admitted first in the insurer’s general account and then, if all disallowed IMR in the general account is admitted and the percentage limit is not reached, to the separate account proportionately between insulated and noninsulated accounts. If the insurer can demonstrate historical practice in which acquired gains from derivatives were also reversed to IMR (as liabilities) and amortized, there is no exclusion for derivatives losses. INT 23-01T was adopted by the Company as of September 30, 2023 and will be effective through December 31, 2025. To the extent the Company’s IMR balance is a net negative, the effects of INT 23-01T will be reflected in the Company’s financial position, results of operations, and financial statement disclosures. The Company has adopted this guidance and the adoption resulted in an admitted disallowed IMR of $1,112 million.

In August 2023, the NAIC adopted revisions to clarify and incorporate a new bond definition within disclosures SSAP No. 26 – Bonds, SSAP No. 43 – Asset-Backed Securities, and other related SSAPs, effective January 1, 2025. The revisions were issued in connection with its principle-based bond definition project, the Bond Project.

The Bond Project began in October 2020 through the development of a principle-based bond definition to be used for all securities in determining whether they qualify for reporting on the statutory annual statement Schedule D. Within the new bond definition, bonds are classified as an “issuer credit obligation” or an “asset-backed security.” An “issuer credit obligation” is defined as a bond where repayment is supported by the general creditworthiness of an operating entity, and an “asset-backed security” is defined as a bond issued by an entity created for the primary purpose of raising capital through debt backed by financial assets. The revisions to SSAP No. 26 reflect the principle-based bond definition, and SSAP No. 43 provides accounting and reporting guidance for investments that qualify as asset-backed securities under the new bond definition. Upon adoption, investments that do not qualify as bonds will not be permitted to be reported as bonds on Schedule D, Part 1 thereafter as there will be no grandfathering for existing investments that do not qualify under the revised SSAPs. The Company is currently assessing the impacts of the adopted SSAP No. 26, SSAP No. 43 and other related SSAPs in relation to the financial statements.

In March 2023, the NAIC adopted modifications to SSAP No. 34 – Investment Income Due and Accrued, effective December 31, 2023. The modifications require additional disclosures and data capture related to gross, non-admitted and admitted amounts for interest income due and accrued, deferred interest, and paid-in-kind (PIK) interest.

In August 2023, the NAIC adopted revisions to further clarify the PIK interest disclosure in SSAP No. 34, effective December 31, 2023. The revisions clarify that decreasing amounts to principal balances are first applied to any PIK interest included in the principal balance. The original principal would not be reduced until the PIK interest had been fully eliminated from the balance. The revisions also provide a practical expedient for determining the PIK interest in the cumulative balance by subtracting the original principal/ par value from the current principal/ par value, with the resulting PIK interest not to go less than zero. The modifications did not have a material effect on the Company’s impact of PIK in relation to the financial statements.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Fair value of financial instruments

The following presents a summary of the carrying values and fair values of the Company’s financial instruments:

	December 31, 2023
	Carrying		Fair
	Value		Value		Level 1		Level 2		Level 3
	(In Millions)
Financial assets:
Bonds:
U. S. government and agencies	$	5,060	$	4,744	$	-	$	4,744	$	-
All other governments		1,242		1,092		-		1,062		30
States, territories and possessions		231		229		-		229		-
Political subdivisions		363		353		-		353		-
Special revenue		4,986		4,975		-		4,938		37
Industrial and miscellaneous		122,721		114,598		66		50,893		63,639
Parent, subsidiaries and affiliates		9,830		9,410		-		1,406		8,004
Preferred stocks		446		470		96		-		374
Common stocks - subsidiaries and affiliates		430		430		253		-		177
Common stocks - unaffiliated		1,623		1,623		666		-		957
Mortgage loans - commercial		19,299		17,885		-		-		17,885
Mortgage loans - residential		4,722		4,449		-		-		4,449
Derivatives:
Interest rate swaps		17,292		12,277		-		12,277		-
Options		547		547		68		479		-
Currency swaps		2,831		2,831		-		2,831		-
Forward contracts		13		13		-		13		-
Credit default swaps		1		1		-		1		-
Financial futures		56		56		56		-		-
Cash, cash equivalents and short-term investments		11,134		11,134		782		10,352		-
Separate account assets		52,593		52,593		35,002		15,677		1,914
Financial liabilities:
GICs		16,207		15,550		-		-		15,550
Group annuity contracts and other deposits		2,053		1,841		-		-		1,841
Individual annuity contracts		25,861		24,495		-		-		24,495
Supplementary contracts		942		943		-		-		943
Repurchase agreements		3,219		3,219		-		3,219		-
Commercial paper		50		50		-		50		-
Derivatives:
Interest rate swaps		11,922		12,289		-		12,289		-
Options		35		35		35		-		-
Currency swaps		1,294		1,309		-		1,309		-
Forward contracts		301		303		-		303		-
Credit default swaps		153		152		-		152		-
Financial futures		29		29		29		-		-

Common stocks-subsidiaries and affiliates do not include unconsolidated subsidiaries, which had statutory carrying values of $25,066 million.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2022
	Carrying		Fair
	Value		Value		Level 1		Level 2		Level 3
	(In Millions)
Financial assets:
Bonds:
U. S. government and agencies	$	4,764	$	4,428	$	-	$	4,428	$	-
All other governments		1,635		1,385		-		1,323		62
States, territories and possessions		248		241		-		241		-
Political subdivisions		405		388		-		388		-
Special revenue		4,187		4,111		-		4,102		9
Industrial and miscellaneous		117,023		105,791		-		45,812		59,979
Parent, subsidiaries and affiliates		8,183		7,956		-		1,015		6,941
Preferred stocks		451		446		45		-		401
Common stocks - subsidiaries and affiliates		460		460		110		-		350
Common stocks - unaffiliated		1,477		1,477		507		-		970
Mortgage loans - commercial		20,756		19,152		-		-		19,152
Mortgage loans - residential		4,216		3,892		-		-		3,892
Derivatives:
Interest rate swaps		18,287		18,456		-		18,456		-
Options		639		639		31		608		-
Currency swaps		3,071		3,071		-		3,071		-
Forward contracts		14		14		-		14		-
Financial futures		21		21		21		-		-
Cash, cash equivalents and short-term investments		5,568		5,568		420		5,148		-
Separate account assets		53,414		53,414		34,931		16,790		1,693
Financial liabilities:
GICs		14,701		13,803		-		-		13,803
Group annuity contracts and other deposits		2,162		1,890		-		-		1,890
Individual annuity contracts		17,000		16,214		-		-		16,214
Supplementary contracts		1,139		1,140		-		-		1,140
Repurchase agreements		3,042		3,042		-		3,042		-
Commercial paper		250		250		-		250		-
Derivatives:
Interest rate swaps		13,036		18,165		-		18,165		-
Options		6		6		6		-		-
Currency swaps		709		362		-		362		-
Forward contracts		236		236		-		236		-
Interest rate caps and floors		13		13		-		13		-
Credit default swaps		3		3		3		-		-

Common stocks - subsidiaries and affiliates do not include unconsolidated subsidiaries, which had statutory carrying values of $24,223 million.

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value establishes a measurement framework that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques into three levels. Each level reflects a unique description of the inputs that are significant to the fair value measurements. The levels of the fair value hierarchy are as follows:

Level 1 – Observable inputs in the form of quoted prices for identical instruments in active markets.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be derived from observable market data for substantially the full term of the assets or liabilities.

Level 3 – One or more unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using internal models, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

When available, the Company generally uses unadjusted quoted market prices from independent sources to determine the fair value of investments, and classifies such items within Level 1 of the fair value hierarchy. If quoted prices are not available, prices are derived from observable market data for similar assets in an active market or obtained directly from brokers for identical assets traded in inactive markets. Investments that are priced using these inputs are classified within Level 2 of the fair value hierarchy. When some of the necessary observable inputs are unavailable, fair value is based upon internally developed models. These models use inputs not directly observable or correlated with observable market data. Typical inputs, which are integrated in the Company’s internal discounted cash flow models and discounted earnings models include, but are not limited to, issuer spreads derived from internal credit ratings and benchmark yields such as SOFR, cash flow estimates and earnings before interest, taxes, depreciation and amortization estimates. Investments that are priced with such unobservable inputs are classified within Level 3 of the fair value hierarchy.

The Company reviews the fair value hierarchy classifications at each reporting period. Overall, reclassifications between levels occur when there are changes in the observability of inputs and market activity used in the valuation of a financial asset or liability. Such reclassifications are reported as transfers between levels at the beginning fair value for the reporting period in which the changes occur. Given the types of assets classified as Level 1 (primarily equity securities including mutual fund investments), transfers between Level 1 and Level 2 measurement categories are expected to be infrequent. Transfers into and out of Level 3 are summarized in the schedule of changes in Level 3 assets and liabilities.

The fair value of group annuity contracts and other deposits is determined by multiplying the book value of the contract by an average market value adjustment factor. The market value adjustment factor is directly related to the difference between the book value of client liabilities and the present value of installment payments discounted at current market value yields. The market value yield is measured by the Barclay’s Aggregate Bond Index, subject to certain adjustments, and the installment period is equivalent to the duration of the Company’s invested asset portfolio.

The fair value of individual annuity and supplementary contracts is determined using one of several methods based on the specific contract type. For short-term contracts, generally less than 30 days, the fair value is assumed to be the book value. For contracts with longer durations, GICs and investment-type contracts, the fair value is determined by calculating the present value of future cash flows discounted at current market interest rates, the risk-free rate or a current pricing yield curve based on pricing assumptions using assets of a comparable corporate bond quality. Annuities receiving dividends are accumulated at the average minimum guaranteed rate and discounted at the risk-free rate. All others are valued using cash flow projections from the Company’s asset/liability management analysis.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents the Company’s fair value hierarchy for assets and liabilities that are carried at fair value:

	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In Millions)
Financial assets:
Bonds
Special revenue		-		2		-		2
Industrial and miscellaneous		66		107		172		345
Preferred Stock		24		-		63		87
Common stock - subsidiaries and affiliates		253		-		177		430
Common stock - unaffiliated		666		-		957		1,623
Derivatives
Interest rate swaps		-		17,287		-		17,287
Options		68		479		-		547
Currency swaps		-		2,831		-		2,831
Forward contracts		-		13		-		13
Financial futures		56		-		-		56
Separate account assets		35,002		15,677		1,914		52,593
Total financial assets carried at fair value	$	36,135	$	36,396	$	3,283	$	78,814
Financial liabilities:
Derivatives:
Interest rate swaps	$	-	$	11,922	$	-	$	11,922
Options		35		-		-		35
Currency swaps		-		192		-		192
Forward Contracts		-		301		-		301
Credit default swaps		-		153		-		153
Financial futures		29		-		-		29
Total financial liabilities carried at fair value	$	64	$	12,568	$	-	$	12,632

For the year ended December 31, 2023 and the year ended December 31, 2022, the Company did not have any financial instruments that were carried at net asset value as a practical expedient.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

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The following presents the Company’s fair value hierarchy for assets and liabilities that are carried at fair value:

	December 31, 2022
	Level 1		Level 2		Level 3		Total
	(In Millions)
Financial assets:
Bonds:
All other governments	$	-		6		-	$	6
Special revenue		-		1		-		1
Industrial and miscellaneous		-		85		220		305
Preferred stocks		21		-		47		68
Common stocks - subsidiaries and affiliates		110		-		350		460
Common stocks - unaffiliated		507		-		970		1,477
Derivatives:
Interest rate swaps		-		18,287		-		18,287
Options		31		608		-		639
Currency swaps		-		3,071		-		3,071
Forward contracts		-		14		-		14
Financial futures		21		-		-		21
Separate account assets		34,931		16,790		1,693		53,414
Total financial assets carried at fair value	$	35,621	$	38,862	$	3,280	$	77,763
Financial liabilities:
Derivatives:
Interest rate swaps	$	-		13,036		-	$	13,036
Options		6		-		-		6
Currency swaps		-		122		-		122
Forward contracts		-		236		-		236
Credit default swaps		-		13		-		13
Financial futures		3		-		-		3
Total financial liabilities carried at fair value	$	9	$	13,407	$	-	$	13,416

The Company reviews the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes and the level of market activity may result in a reclassification of certain financial assets or liabilities between fair value hierarchy classifications. Such reclassifications are reported as transfers between levels in the beginning fair value for the reporting period in which the changes occur.

Valuation Techniques and Inputs

The Company determines the fair value of its investments using primarily the market approach or the income approach. The use of quoted prices for identical assets and matrix pricing or other similar techniques are examples of market approaches, while the use of discounted cash flow methodologies is an example of the income approach. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs in selecting whether the market or the income approach is used.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

A description of the significant valuation techniques and inputs to the determination of estimated fair value for the more significant asset and liability classes measured at fair value on a recurring basis and categorized within Level 2 and Level 3 of the fair value hierarchy is as follows:

Separate account assets – These assets primarily include bonds (industrial and miscellaneous; U.S. government and agencies), and derivatives. Their fair values are determined as follows:

Bonds (Industrial and miscellaneous) – These securities are principally valued using the market or the income approaches. Level 2 valuations are based primarily on quoted prices in markets that are not active, broker quotes, matrix pricing or other similar techniques that use standard market observable inputs such as benchmark yields, spreads versus benchmark yields, new issuances, issuer ratings, duration, and trades of identical or comparable securities. Privately placed securities are valued using discounted cash flow models using standard market observable inputs, and inputs derived from, or corroborated by, market observable data including market yield curve, duration, call provisions, observable prices and spreads for similar publicly traded or privately traded issuances that incorporate the credit quality and industry sector of the issuer. This level also includes securities priced by independent pricing services that use observable inputs. Valuations based on matrix pricing or other similar techniques that utilize significant unobservable inputs or inputs that cannot be derived principally from, or corroborated by, observable market data, including adjustments for illiquidity, delta spread adjustments or spreads to reflect industry trends or specific credit−related issues are classified as Level 3. In addition, inputs including quoted prices for identical or similar securities that are less liquid and based on lower levels of trading activity than securities classified in Level 2 are classified as Level 3.

Bonds (U.S. government and agencies) – These securities are principally valued using the market approach. Level 2 valuations are based primarily on quoted prices in markets that are not active, or using matrix pricing or other similar techniques using standard market observable inputs such as the benchmark U.S. Treasury yield curve, the spreads versus the U.S. Treasury yield curve for the identical security and comparable securities that are actively traded.

Derivative assets and liabilities – These financial instruments are primarily valued using the market approach. The estimated fair value of derivatives is based primarily on quotations obtained from counterparties and independent sources, such as quoted market values received from brokers. These quotations are compared to internally derived prices and a price challenge is lodged with the counterparties and an independent source when a significant difference cannot be explained by appropriate adjustments to the internal model. When quoted market values are not reliable or available, the value is based upon an internal valuation process using market observable inputs that other market participants would use. Significant inputs to the valuation of derivative financial instruments include overnight index swaps (OIS) and SOFR basis curves, interest rate volatility, swap yield curve, currency spot rates, cross currency basis curves and dividend yields. Due to the observability of the significant inputs to these fair value measurements, they are classified as Level 2.

The use of different assumptions or valuation methodologies may have a material impact on the estimated fair value amounts. For the periods presented, there were no significant changes to the Company’s valuation techniques.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents changes in the Company’s Level 3 assets carried at fair value:

			Gains (Losses) in Net Income			Losses (Gains) in Surplus			Purchases			Issuances			Sales			Settlements
	Balance as of 1/1/23																										Balance as of 12/31/23
																					Transfers
																						In		Out	Other
	(In Millions)
Financial assets:
Bonds:
Industrial and miscellaneous	$	220		$	(4)		$	(10)		$	36		$	1		$	(2)		$	(13)	$	-	$	-	$	(56)		$	172
Preferred stocks		47			-			11			3			-			-			-		-		-		2			63
Common stocks - subsidiaries and affiliates		350			7			(216)			21			20			(47)			-		48		-		(6)			177
Common stocks - unaffiliated		970			24			(53)			60			26			(29)			(38)		-		-		(3)			957
Separate account assets		1,693			271			-			134			-			(182)			(2)		-		-		-			1,914
Total financial assets	$	3,280		$	298		$	(268)		$	254		$	47		$	(260)		$	(53)	$	48	$	-	$	(63)		$	3,283

			Gains (Losses) in Net Income			Losses (Gains) in Surplus			Purchases			Issuances			Sales			Settlements
	Balance as of 1/1/22																										Balance as of 12/31/22
																					Transfers
																						In		Out	Other
	(In Millions)
Financial assets:
Bonds:
Industrial and miscellaneous	$	187		$	3		$	(9)		$	19		$	9		$	-		$	(52)	$	-	$	-	$	63		$	220
Preferred stocks		18			-			(18)			-			-			-			-		-		-		47			47
Common stocks - subsidiaries and affiliates		253			(13)			110			(793)			980			(65)			(6)		-		-		(116)			350
Common stocks - unaffiliated		753			28			2			327			3			(27)			(112)		-		(3)		(1)			970
Separate account assets		1,894			(174)			-			282			-			(296)			-		-		(13)		-			1,693
Total financial assets	$	3,105		$	(156)		$	85		$	(165)		$	992		$	(388)		$	(170)	$	-	$	(16)	$	(7)		$	3,280

Other transfers include assets that are either no longer carried at fair value or have just begun to be carried at fair value, such as assets with no level changes but a change in the lower of cost or market carrying basis. Industrial and miscellaneous bonds in other contain assets that are now carried at fair value due to ratings changes and assets are no longer carried at fair value where the fair value is now higher than the book value.

Level 3 transfers in are assets that are consistently carried at fair value but have had a level change. Common stocks unaffiliated assets were transferred from Level 2 to Level 3 due to a change in the observability of pricing inputs, at the beginning fair value for the reporting period.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Investments

The Company maintains a diversified investment portfolio. Investment policies limit concentration in any asset class, geographic region, industry group, economic characteristic, investment quality or individual investment.

Bonds

The carrying value and fair value of bonds were as follows:

	December 31, 2023
			Gross		Gross
	Carrying		Unrealized		Unrealized		Fair
	Value		Gains		Losses		Value
	(In Millions)
U.S. government and agencies	$	5,060	$	70	$	385	$	4,744
All other governments		1,242		13		163		1,092
States, territories and possessions		231		4		6		229
Political subdivisions		363		7		17		353
Special revenue		4,986		113		125		4,975
Industrial and miscellaneous		122,721		841		8,964		114,598
Parent, subsidiaries and affiliates		9,830		20		439		9,410
Total	$	144,433	$	1,068	$	10,099	$	135,401

The December 31, 2023 gross unrealized losses exclude $127 million of losses included in the carrying value. These losses include $126 million from NAIC Class 6 bonds and $1 million from RMBS and CMBS whose ratings were obtained from outside modelers. These losses were primarily included in industrial and miscellaneous or parent, subsidiaries and affiliates.

	December 31, 2022
			Gross		Gross
	Carrying		Unrealized		Unrealized		Fair
	Value		Gains		Losses		Value
	(In Millions)

U.S. government and agencies	$	4,764	$	59	$	395	$	4,428
All other governments		1,635		15		265		1,385
States, territories and possessions		248		2		9		241
Political subdivisions		405		6		23		388
Special revenue		4,187		106		182		4,111
Industrial and miscellaneous		117,023		391		11,623		105,791
Parent, subsidiaries and affiliates		8,183		1		228		7,956
Total	$	136,445	$	580	$	12,725	$	124,300

The December 31, 2022 gross unrealized losses exclude $102 million of losses included in the carrying value. These losses include $104 million from NAIC Class 6 bonds and $(2) million from RMBS and CMBS whose ratings were obtained from outside modelers. These losses were primarily included in industrial and miscellaneous or parent, subsidiaries and affiliates.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The quality of the bond portfolio is determined by the use of SVO ratings and the equivalent rating agency designations, except for RMBS and CMBS that use outside modelers. The following sets forth the NAIC class ratings for the bond portfolio including RMBS and CMBS:

			December 31,
			2023				2022
NAIC	Equivalent Rating	Carrying			% of		Carrying			% of
Class	Agency Designation	Value			Total		Value			Total
			($ In Millions)
1	Aaa/ Aa/ A		$	81,184	56	%		$	73,290	54	%
2	Baa			53,888	37				51,732	38
3	Ba			3,617	3				5,495	4
4	B			2,842	2				2,888	2
5	Caa and lower			2,512	2				2,603	2
6	In or near default			390	-				437	-
	Total		$	144,433	100	%		$	136,445	100	%

The following summarizes NAIC ratings for RMBS and CMBS investments subject to NAIC modeling:

December 31,
	2023							2022
	RMBS				CMBS			RMBS				CMBS
NAIC	Carrying		% of	Carrying			% of	Carrying		% of		Carrying		% of
Class	Value		Total	Value			Total	Value		Total		Value		Total
	($ In Millions)
1	$	246	95%		$	2,020	75%	$	391	82	%	$	1,693	75	%
2		-	-			237	9		29	6			202	9
3		1	-			155	6		32	7			160	7
4		5	2			143	5		14	3			83	4
5		7	3			63	2		10	2			81	4
6		-	-			72	3		2	-			12	1
	$	259	100%		$	2,690	100%	$	478	100	%	$	2,231	100	%

The following is a summary of the carrying value and fair value of bonds as of December 31, 2023 by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without prepayment penalties. Securities with more than one maturity date are included in the table using the final maturity date.

	Carrying		Fair
	Value		Value
	(In Millions)
Due in one year or less	$	8,289	$	7,949
Due after one year through five years		32,923		32,288
Due after five years through ten years		38,086		36,551
Due after ten years		65,135		58,613
Total	$	144,433	$	135,401

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Sales proceeds and related gross realized capital gains (losses) from bonds were as follows:

	Years Ended
	December 31,
	2023		2022			2021
	(In Millions)
Proceeds from sales	$	11,489	$	16,097	$	21,687
Gross realized capital gains from sales		102		143		406
Gross realized capital losses from sales		(645)		(624)		(135)

The following is a summary of the fair values and gross unrealized losses aggregated by bond category and length of time that the securities were in a continuous unrealized loss position:

	December 31, 2023
	Less Than 12 Months						12 Months or Longer
						Number						Number
	Fair		Unrealized			of	Fair		Unrealized			of
	Value		Losses			Issuers	Value		Losses			Issuers
	($ In Millions)
U.S. government and agencies	$	576		$	5	6	$	2,067		$	380	13
All other governments		26			-	5		882			163	32
States, territories and possessions		10			-	3		98			6	8
Political subdivisions		13			-	3		176			17	10
Special revenue		331			8	27		1,260			118	163
Industrial and miscellaneous		5,762			265	592		65,928			8,840	2,940
Parent, subsidiaries and affiliates		5,042			316	10		2,429			123	21
Total	$	11,760		$	594	646	$	72,840		$	9,647	3,187

The December 31, 2023 gross unrealized losses include $127 million of losses included in the carrying value. These losses include $126 million from NAIC Class 6 bonds and $1 million from RMBS and CMBS whose ratings were obtained from outside modelers. These losses were primarily included in industrial and miscellaneous or parent, subsidiaries and affiliates.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2022
	Less Than 12 Months						12 Months or Longer
						Number						Number
	Fair		Unrealized			of	Fair		Unrealized			of
	Value		Losses			Issuers	Value		Losses			Issuers
	($ In Millions)
U.S. government and agencies	$	1,609		$	243	15	$	1,113		$	153	7
All other governments		447			46	33		737			220	27
States, territories and possessions		87			3	11		74			6	3
Political subdivisions		155			13	17		62			10	4
Special revenue		1,477			123	176		291			58	67
Industrial and miscellaneous		51,038			5,265	2,735		27,854			6,471	1,807
Parent, subsidiaries and affiliates		2,575			83	28		1,046			144	11
Total	$	57,388		$	5,776	3,015	$	31,177		$	7,062	1,926

The December 31, 2022 gross unrealized losses include $102 million of losses included in the carrying value. These losses include $104 million from NAIC Class 6 bonds and $(2) million from RMBS and CMBS whose ratings were obtained from outside modelers. These losses were primarily included in industrial and miscellaneous or parent, subsidiaries and affiliates.

As of December 31, 2023 and 2022, management has not deemed these unrealized losses to be other than temporary because the investment’s carrying value is expected to be realized and the Company has the ability and intent not to sell these investments until recovery, which may be at maturity.

As of December 31, 2023, investments in structured and loan-backed securities that had unrealized losses, which were not recognized in earnings, had a fair value of $17,178 million. Securities in an unrealized loss position for less than 12 months had a fair value of $2,151 million and unrealized losses of $48 million. Securities in an unrealized loss position for greater than 12 months had a fair value of $15,027 million and unrealized losses of $1,261 million. These securities were primarily categorized as industrial and miscellaneous or parent, subsidiaries and affiliates.

As of December 31, 2022, investments in structured and loan-backed securities that had unrealized losses, which were not recognized in earnings, had a fair value of $20,311 million. Securities in an unrealized loss position for less than 12 months had a fair value of $14,684 million and unrealized losses of $892 million. Securities in an unrealized loss position for greater than 12 months had a fair value of $5,624 million and unrealized losses of $894 million. These securities were primarily categorized as industrial and miscellaneous or parent, subsidiaries and affiliates.

In the course of the Company’s investment management activities, securities may be sold and reacquired within 30 days to enhance the Company’s yield on its investment portfolio. The Company did not sell any securities with the NAIC Designation 3 or below for the years ended December 31, 2023 or 2022, that were reacquired within 30 days of the sale date.

The Company had assets on deposit with government authorities or trustees, as required by law, in the amount of $10 million as of December 31, 2023 and December 31, 2022.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Residential mortgage-backed exposure

RMBS are included in the U.S. government and agencies, special revenue, and industrial and miscellaneous bond categories. The Alt-A category includes option adjustable-rate mortgages and the subprime category includes ’scratch and dent’ or reperforming pools, high loan-to-value pools, and pools where the borrowers have very impaired credit but the average loan-to-value is low, typically 70% or below. In identifying Alt-A and subprime exposure, management used a combination of qualitative and quantitative factors, including FICO scores and loan-to-value ratios.

As of December 31, 2023, RMBS had a total carrying value of $3,775 million and a fair value of $3,756 million, of which approximately 4%, based on carrying value, was classified as Alt-A. Alt-A and subprime RMBS had a total carrying value of $1,326 million and a fair value of $1,312 million. As of December 31, 2022, RMBS had a total carrying value of $2,308 million and a fair value of $2,266 million, of which approximately 8%, based on carrying value, was classified as Alt-A. Alt-A and subprime RMBS had a total carrying value of $999 million and a fair value of $993 million.

During the year ended December 31, 2023, there were no significant credit downgrades for the securities held by the Company that were backed by residential mortgage pools.

Leveraged loan exposure

Leveraged loans are loans extended to companies that already have considerable amounts of debt. The Company reports leveraged loans as bonds. These leveraged loans have interest rates higher than typical loans, reflecting the additional risk of default from issuers with high debt-to-equity ratios.

As of December 31, 2023, total leveraged loans and leveraged loan CDOs had a carrying value of $27,844 million and a fair value of $27,509 million, of which approximately 80%, based on carrying value, were domestic leveraged loans and CDOs. As of December 31, 2022, total leveraged loans and leveraged loan CDOs had a carrying value of $26,332 million and a fair value of $25,664 million, of which approximately 81%, based on carrying value, were domestic leveraged loans and CDOs.

Commercial mortgage-backed exposure

The Company holds bonds backed by pools of commercial mortgages. The mortgages in these pools have varying risk characteristics related to underlying collateral type, borrower’s risk profile and ability to refinance and the return provided to the borrower from the underlying collateral. These investments had a carrying value of $2,693 million and fair value of $2,285 million as of December 31, 2023 and a carrying value of $2,669 million and fair value of $2,285 million as of December 31, 2022.

Preferred stocks

The carrying value and fair value of preferred stocks were as follows:

	December 31,
	2023		2022
	(In Millions)
Carrying value	$	446	$	451
Gross unrealized gains		29		9
Gross unrealized losses		(5)		(14)
Fair value	$	470	$	446

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

As of December 31, 2023, investments in preferred stocks in an unrealized loss position included holdings with a fair value of $267 million in 19 issuers, $265 million of which was in an unrealized loss position for more than 12 months. As of December 31, 2022, investments in preferred stocks in an unrealized loss position included holdings with a fair value of $245 million in 17 issuers, $55 million of which was in an unrealized loss position for more than 12 months. Based upon the Company’s impairment review process discussed in Note 2dd. “Net realized capital (losses) gains including other-than-temporary impairments and unrealized capital gains (losses)” the decline in value of these securities was not considered to be other than temporary as of December 31, 2023 or 2022.

The Company held preferred stocks for which the transfer of ownership was restricted by contractual requirements with carrying values of $201 million as of December 31, 2023 and $323 million as of December 31, 2022.

Common stocks – subsidiaries and affiliates

The Company has two primary domestic life insurance subsidiaries, C.M. Life, which primarily provides fixed and variable annuities and universal life insurance business, and MML Bay State, a subsidiary of C.M. Life, which primarily issues variable life and bank-owned life insurance policies.

Summarized below is certain combined statutory financial information for the unconsolidated domestic life insurance subsidiaries:

	As of and for the Years Ended
	December 31,
	2023		2022		2021
	(In Millions)
Total revenue	$	433	$	577	$	682
Net income		48		155		106
Assets		12,653		12,870		14,270
Liabilities		10,515		11,090		12,636
Shareholder’s equity		2,138		1,780		1,634

In 2023, C.M. Life did not pay any dividends to MassMutual and paid $163 million in dividends to MassMutual in 2022.

In 2023, MassMutual did not make any contributions to C.M. Life and contributed capital of $50 million to C.M. Life in 2022.

MMHLLC, a wholly-owned subsidiary of MassMutual, is the parent of subsidiaries that include Barings LLC (Barings) and deals in markets that include retail and institutional asset management entities and registered broker dealers.

The MMHLLC statutory carrying value was $17.6 billion, which included $106 million of nonadmitted asset adjustments as of December 31, 2023 and $17.2 billion as of December 31, 2022, which included $151 million nonadmitted asset adjustments.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Summarized below is certain U.S. GAAP financial information for MMHLLC:

	As of and for the Years Ended
	December 31,
	2023		2022		2021
	(In Billions)
Total revenue	$	3.4	$	3.6	$	4.9
Net income		0.7		0.6		1.7
Assets		27.2		27.2		25.5
Liabilities		9.1		8.2		7.6
Member’s equity		18.1		18.9		17.9

MMHLLC paid $730 million in dividends to MassMutual for the year ended December 31, 2023, $450 million of which were declared in 2022, and paid $604 million in dividends to MassMutual for the year ended December 31, 2022, $344 million of which were declared in 2021.

MMHLLC declared an additional $630 million in dividends to MassMutual for the year ended December 31, 2023, which will be paid in 2024.

MassMutual contributed capital of $235 million to MMHLLC for the year ended December 31, 2023 and $660 million for the year ended December 31, 2022.

Summarized below is certain U.S. GAAP financial information for Glidepath:

		As of and for the Years Ended December 31,
		2023		2022
		(In Billions)
Total revenue	$	0.8	$	1.2
Net income (loss)		0.8		1.0
Assets		53.4		51.0
Liabilities		51.5		48.8
Member’s equity		1.9		2.2

Summarized below is certain U.S. GAAP financial information for MMIH:

	As of and for the Years Ended
	December 31,
	2023		2022		2021
	(In Billions)
Total revenue	$	0.4	$	0.3	$	0.3
Net income		0.1		0.1		0.1
Assets		10.1		9.3		8.8
Liabilities		8.2		7.6		7.0
Member’s Equity		1.9		1.7		1.8

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Subsidiaries of MMHLLC are involved in litigation and investigations arising in the ordinary course of their business, which seek compensatory damages, punitive damages and equitable remedies. Although the Company is not aware of any actions or allegations that reasonably could give rise to a material adverse impact to the Company’s financial position or liquidity, the outcome of litigation cannot be foreseen with certainty. It is the opinion of management that the ultimate resolution of these matters will not materially impact the Company’s financial position or liquidity. However, the outcome of a particular proceeding may be material to the Company’s Statutory Statements of Changes in Surplus for a particular period depending upon, among other factors, the size of the loss and the level of the Company’s changes in surplus for the period.

The Company does not rely on dividends from its subsidiaries to meet its operating cash flow requirements. For the domestic life insurance subsidiaries, substantially all of their statutory shareholder’s equity of $1,905 million as of December 31, 2023 was subject to dividend restrictions imposed by the State of Connecticut.

For further information on related party transactions with subsidiaries and affiliates, see Note 17. “Related party transactions”.

Common stocks - unaffiliated

The adjusted cost basis and carrying value of unaffiliated common stocks were as follows:

	December 31,
	2023		2022
	(In Millions)
Adjusted cost basis	$	1,268	$	1,198
Gross unrealized gains		407		317
Gross unrealized losses		(52)		(38)
Carrying value	$	1,623	$	1,477

As of December 31, 2023, investments in unaffiliated common stocks in an unrealized loss position included holdings with a fair value of $308 million in 30 issuers, $289 million of which were in an unrealized loss position for more than 12 months. As of December 31, 2022, investments in unaffiliated common stocks in an unrealized loss position included holdings with a fair value of $268 million in 68 issuers, $78 million of which were in an unrealized loss position for more than 12 months. Based upon the Company’s impairment review process discussed in Note 2dd. “Net realized capital (losses) gains including other-than-temporary impairments and unrealized capital gains (losses)” the decline in value of these securities was not considered to be other than temporary as of December 31, 2023 or 2022.

The Company held common stocks, for which the transfer of ownership was restricted by contractual requirements, with carrying values of $106 million as of December 31, 2023 and $135 million as of December 31, 2022.

Mortgage loans

Mortgage loans are comprised of commercial mortgage loans and residential mortgage loans. The Company’s commercial mortgage loans primarily finance various types of real estate properties throughout the U.S., the United Kingdom and Canada. The Company holds commercial mortgage loans for which it is the primary lender or a participant or co-lender in a mortgage loan agreement and mezzanine loans that are subordinate to senior secured first liens. The Company’s loan agreements with the senior lender contain negotiated provisions that are designed to maximize the Company’s influence with the objective of mitigating the Company’s risks as the secondary lender for mezzanine loans. Commercial mortgage loans have varying risk characteristics including, among others, the borrower’s liquidity, the underlying percentage of completion of a project, the returns generated by the collateral, the refinance risk associated with maturity of the loan and deteriorating collateral value.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Residential mortgage loans are primarily seasoned pools of homogeneous residential mortgage loans substantially backed by Federal Housing Administration (FHA) and Veterans Administration (VA) guarantees. As of December 31, 2023 and 2022, the Company did not have any direct subprime exposure through the purchases of unsecuritized whole-loan pools.

Geographical concentration is considered prior to the purchase of mortgage loans and residential mortgage loan pools. The mortgage loan portfolio is diverse with no significant collateral concentrations in any particular geographic region as of December 31, 2023 or 2022.

The carrying value and fair value of the Company’s mortgage loans were as follows:

	December 31, 2023				December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(In Millions)
Commercial mortgage loans:
Primary lender	$	19,162	$	17,766	$	20,662	$	19,065
Mezzanine loans		137		119		94		87
Total commercial mortgage loans		19,299		17,885		20,756		19,152
Residential mortgage loans:
FHA insured and VA guaranteed		1,833		1,699		2,304		2,128
Other residential loans		2,889		2,750		1,912		1,764
Total residential mortgage loans		4,722		4,449		4,216		3,892
Total mortgage loans	$	24,021	$	22,334	$	24,972	$	23,044

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The loan-to-value ratios by property type of the Company’s commercial mortgage loans were as follows:

	December 31, 2023
	Less Than			81% to			Above						% of
	81%			95%			95%			Total			Total
	($ In Millions)
Office		$	4,957		$	508		$	1,042		$	6,507	34	%
Apartments			5,064			417			235			5,716	30
Industrial and other			2,765			25			24			2,814	15
Hotels			1,742			82			92			1,916	10
Retail			2,276			-			70			2,346	12
Total		$	16,804		$	1,032		$	1,463		$	19,299	100	%

	December 31, 2022
	Less Than			81% to			Above						% of
	81%			95%			95%			Total			Total
	($ In Millions)
Office		$	6,843		$	-		$	34		$	6,877	33	%
Apartments			5,437			447			-			5,884	28
Industrial and other			3,447			26			-			3,473	17
Retail			2,449			-			-			2,449	12
Hotels			1,982			91			-			2,073	10
Total		$	20,158		$	564		$	34		$	20,756	100	%

More than 87% of the Company’s commercial mortgage loans’ loan-to-value ratios are below 81% for the year ended December 31, 2023. As of December 31, 2022, more than 97% of the Company’s commercial mortgage loans’ loan-to-value ratios are below 81%.

The Company uses an internal rating system as its primary method of monitoring credit quality. The following illustrates the Company’s mortgage loan portfolio rating, translated into the equivalent rating agency designation:

	December 31, 2023
													CCC and
	AAA/AA/A			BBB			BB			B			Lower			Total
	(In Millions)
Commercial mortgage loans:
Primary lender		$	6,014		$	9,680		$	2,156		$	875		$	437		$	19,162
Mezzanine loans			-			80			57			-			-			137
Total commercial mortgage loans			6,014			9,760			2,213			875			437			19,299
Residential mortgage loans:
FHA insured and VA guaranteed			1,832			-			-			-			-			1,832
Other residential loans			-			2,759			23			108			-			2,889
Total residential mortgage loans			1,832			2,759			23			108			-			4,722
Total mortgage loans		$	7,846		$	12,519		$	2,236		$	983		$	437		$	24,021

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2022
												CCC and
	AAA/AA/A		BBB			BB			B			Lower			Total
	(In Millions)
Commercial mortgage loans:
Primary lender	$	7,632		$	10,300		$	2,306		$	354		$	70		$	20,662
Mezzanine loans		-			37			57			-			-			94
Total commercial mortgage loans		7,632			10,337			2,363			354			70			20,756
Residential mortgage loans:
FHA insured and VA guaranteed		2,299			5			-			-			-			2,304
Other residential loans		61			1,832			19			-			-			1,912
Total residential mortgage loans		2,360			1,837			19			-			-			4,216
Total mortgage loans	$	9,992		$	12,174		$	2,382		$	354		$	70		$	24,972

The maximum percentage of any one commercial mortgage loan to the estimated value of secured collateral at the time the loan was originated, exclusive of mezzanine, insured, guaranteed or purchase money mortgages, was 80% as of December 31, 2023 and 100% as of December 31, 2022.

The geographic distribution of commercial mortgage loans was as follows:

	December 31, 2023
			Average
	Carrying		Loan-to-Value
	Value		Ratio
	($ In Millions)
California	$	3,904	66	%
United Kingdom		2,110	51	%
New York		1,894	66	%
Texas		1,812	56	%
Illinois		1,444	56	%
Washington		1,018	70	%
District of Columbia		929	82	%
All other		6,190	72	%
Total commercial mortgage loans	$	19,301	66	%

All other consists of 30 jurisdictions, with no individual exposure exceeding $878 million.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2022
			Average
	Carrying		Loan-to-Value
	Value		Ratio
	($ In Millions)
California	$	4,632	50	%
New York		2,157	54	%
United Kingdom		2,008	48	%
Texas		1,867	54	%
Illinois		1,472	51	%
Washington		1,114	53	%
District of Columbia		1,041	58	%
All other		6,465	55	%
Total commercial mortgage loans	$	20,756	53	%

All other consists of 31 jurisdictions, with no individual exposure exceeding $897 million.

Interest rates, including fixed and variable, on the Company’s portfolio of mortgage loans were:

	Years Ended December 31,
	2023				2022
	Low		High		Low		High
Commercial mortgage loans	1.8	%	12.9	%	1.7	%	11.7	%
Residential mortgage loans	2.2	%	11.8	%	2.2	%	11.7	%
Mezzanine mortgage loans	5.3	%	14.4	%	5.3	%	13.3	%

Interest rates, including fixed and variable, on new mortgage loans were:

	Years Ended December 31,
	2023				2022
	Low		High		Low		High
Commercial mortgage loans	4.3	%	11.0	%	2.6	%	11.7	%
Residential mortgage loans	4.2	%	11.8	%	2.6	%	11.7	%
Mezzanine mortgage loans	5.5	%	8.0	%	12.2	%	13.3	%

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

As of December 31, 2023, the Company had impaired mortgage loans with or without a valuation allowance or mortgage loans derecognized as a result of foreclosure, including mortgage loans subject to a participant or co-lender mortgage loan agreement with a unilateral mortgage loan foreclosure restriction or mortgage loan derecognized as a result of a foreclosure.

The following presents a summary of the Company’s impaired mortgage loans as of December 31, 2023 and as of December 31, 2022:

	December 31, 2023
			Average			Unpaid
	Carrying		Carrying			Principal			Valuation			Interest
	Value		Value			Balance			Allowance			Income
	(In Millions)
With allowance recorded:
Commercial mortgage loans:
Primary lender	$	465		$	537		$	624		$	(157)		$	24
Total		465			537			624			(157)			24
Total impaired commercial mortgage loans	$	465		$	537		$	624		$	(157)		$	24

	December 31, 2022
			Average			Unpaid
	Carrying		Carrying			Principal			Valuation			Interest
	Value		Value			Balance			Allowance			Income
	(In Millions)
With no allowance recorded:
Commercial mortgage loans:
Primary lender	$	14		$	15		$	17		$	-		$	1
Total		14			15			17			-			1
Total impaired commercial mortgage loans	$	14		$	15		$	17		$	-		$	1

The Company did not hold any restructured mortgage loans, mortgage loans with principal or interest past due, or mortgage loans with suspended interest accruals as of December 31, 2023 or 2022. The carrying value of commercial mortgage loans subject to a participant or co-lender mortgage loan agreement was $855 million as of December 31, 2023 and $1,264 million as of December 31, 2022.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Real estate

The carrying value of real estate was as follows:

	December 31,
	2023		2022
	(In Millions)
Held for the production of income	$	355	$	351
Accumulated depreciation		(94)		(78)
Encumbrances		(285)		(285)
Held for the production of income, net		(24)		(12)
Held for sale		76		76
Accumulated depreciation		(74)		(74)
Held for sale, net		2		2
Occupied by the Company		566		574
Accumulated depreciation		(215)		(209)
Occupied by the Company, net		351		365
Total real estate	$	329	$	355

Depreciation expense on real estate was $31 million for the year ended December 31, 2023, $36 million for the year ended December 31, 2022 and $91 million for the year ended December 31, 2021.

Partnerships and limited liability companies

The carrying value of partnership and LLC holdings by annual statement category were:

	December 31,			December 31,
	2023		2022
	(In Millions)
Joint venture interests:
Common stocks - subsidiaries and affiliates	$	2,001	$	2,090
Common stocks - unaffiliated		3,462		3,353
Real estate		2,382		2,212
Bonds/preferred stock		735		1,058
Other		1,718		1,144
Mortgage loans		2,096		1,930
Surplus notes		385		389
LIHTCs		128		120
Total	$	12,907	$	12,296

The Company held 13 affiliated partnerships and limited liability companies in a loss position with accumulated losses of $63 million as of December 31, 2023, and eight affiliated partnerships and limited liability companies in a loss position with accumulated losses of $75 million as of December 31, 2022.

The Company’s unexpired tax credits expire within a range of less than 1 year to 12 years.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company recorded tax credits on these investments of $55 million for the year ended December 31, 2023 and $52 million for the year ended December 31, 2022. The minimum holding period required for the Company’s LIHTC investments extends from 1 year to 15 years.

For determining impairments for LIHTC investments, the Company uses the present value of all future benefits, the majority of which are tax credits, discounted at a risk-free rate ranging from 4.4% for future benefits of two years to 3.9% for future benefits of ten or more years, and compares the result to its current carry value. The Company recorded $14 million of impairments for the year ended December 31, 2023.

Derivatives

The Company uses derivative financial instruments in the normal course of business to manage risks, primarily to reduce currency, interest rate and duration imbalances determined in asset/liability analyses. The Company also uses a combination of derivatives and fixed income investments to create replicated synthetic investments. These replicated synthetic investments are created when they are economically more attractive than the actual instrument or when similar instruments are unavailable. Replicated synthetic investments are created either to hedge and reduce the Company’s credit exposure or to create an investment in a particular asset. The Company held replicated synthetic investments with a notional amount of $31,687 million as of December 31, 2023 and $31,264 million as of December 31, 2022, as defined under statutory accounting practices as the result of pairing of a long derivative contract with cash instruments.

The Company’s derivative strategy employs a variety of derivative financial instruments: including interest rate, currency, equity, bond, and credit default swaps; options; forward contracts and financial futures. Investment risk is assessed on a portfolio basis and individual derivative financial instruments are not generally designated in hedging relationships; therefore, as allowed by statutory accounting practices, the Company intentionally has not applied hedge accounting.

Interest rate swaps are primarily used to more closely match the cash flows of assets and liabilities. Interest rate swaps are also used to mitigate changes in the value of assets anticipated to be purchased and other anticipated transactions and commitments. The Company uses currency swaps for the purpose of managing currency exchange risks in its assets and liabilities.

The Company does not sell credit default swaps as a participant in the credit insurance market. The Company does, however, use credit default swaps as part of its investment management process. The Company buys credit default swaps as an efficient means to reduce credit exposure to particular issuers or sectors in the Company’s investment portfolio. The Company sells credit default swaps in order to create synthetic investment positions that enhance the return on its investment portfolio by providing comparable exposure to fixed income securities that might not be available in the primary market.

Options grant the purchaser the right to buy or sell a security or enter a derivative transaction at a stated price within a stated period. The Company’s option contracts have terms of up to 45 years. A swaption is an option to enter an interest rate swap to either receive or pay a fixed rate at a future date. The Company purchases these options for the purpose of managing interest rate risks in its assets and liabilities.

The Company adopted a clearly defined hedging strategy (CDHS) to enable the Company to incorporate currently held hedges in risk-based capital (RBC) calculations. The CDHS is used to significantly mitigate the impact that movements in capital markets have on the liabilities associated with annuity guarantees. The hedge portfolio consists mainly of interest rate swaps, equity swaps, interest rate swaptions and equity futures, and provides protection in the stress scenarios under which RBC is calculated. The hedge portfolio has offsetting impacts relative to the total asset requirement for RBC and surplus for GMDB and VAGLB.

The Company utilizes certain other agreements including forward contracts and financial futures. In addition, the Company also uses “to be announced” forward contracts (TBAs) to hedge interest rate risk and participate in the mortgage-backed securities market in an efficient and cost-effective way. Typically, the price is agreed upon at contract inception and payment is made at a specified future date. The Company usually does not purchase TBAs with settlement by the first possible delivery date and thus, accounts for these TBAs as derivatives. TBAs that settle on the

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

first possible delivery date are accounted for as bonds. The Company’s futures contracts are exchange traded and have credit risk. Margin requirements are met with the deposit of securities. Futures contracts are generally settled with offsetting transactions. Forward contracts and financial futures are used by the Company to reduce exposures to various risks including interest rates and currency rates.

The Company’s principal derivative exposures to market risk are interest rate risk, which includes inflation and credit risk. Interest rate risk pertains to the change in fair value of the derivative instruments as a result of changes in market interest rates. The Company is exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. The Company regularly monitors counterparty credit ratings, derivative positions, valuations and the value of collateral posted to ensure counterparties are credit-worthy and the concentration of exposure is minimized and monitors its derivative credit exposure as part of its overall risk management program.

The Company enters derivative transactions through bilateral derivative agreements with counterparties, or through over the counter cleared derivatives with a counterparty and the use of a clearinghouse. To minimize credit risk for bilateral transactions, the Company and its counterparties generally enter into master netting agreements based on agreed upon requirements that outline the framework for how collateral is to be posted in the amount owed under each transaction, subject to certain minimums. For over the counter cleared derivative transactions between the Company and a counterparty, the parties enter into a series of master netting and other agreements that govern, among other things, clearing and collateral requirements. These transactions are cleared through a clearinghouse and each derivative counterparty is only exposed to the default risk of the clearinghouse. Certain interest rate swaps and credit default swaps are considered cleared transactions. These cleared transactions require initial and daily variation margin collateral postings. These agreements allow for contracts in a positive position, in which amounts are due to the Company, to be offset by contracts in a negative position. This right of offset, combined with collateral obtained from counterparties, reduces the Company’s credit exposure.

Net collateral pledged by the counterparties was $421 million as of December 31, 2023 and $2,427 million as of December 31, 2022. In the event of default, the full market value exposure at risk in a net gain position, net of offsets and collateral, was $309 million as of December 31, 2023 and $634 million as of December 31, 2022. The statutory net amount at risk, defined as net collateral pledged and statement values excluding accrued interest, was $5,003 million as of December 31, 2023 and $5,518 million as of December 31, 2022.

The Company had the right to rehypothecate or repledge securities totaling $1,444 million of the $421 million as of December 31, 2023 and $770 million of the $2,417 million as of December 31, 2022 of net collateral pledged by counterparties. There were no securities rehypothecated to other counterparties as of December 31, 2023 or December 31, 2022.

The following summarizes the carrying values and notional amounts of the Company’s derivative financial instruments:

		December 31, 2023
	Assets				Liabilities
	Carrying		Notional		Carrying		Notional
	Value		Amount		Value		Amount
	(In Millions)
Interest rate swaps	$	17,292	$	177,596	$	11,922	$	128,949
Options		547		11,727		35		248
Currency swaps		2,831		28,593		1,294		14,672
Forward contracts		13		993		301		9,162
Credit default swaps		1		81		153		7,902
Financial futures		56		674		29		257
Total	$	20,740	$	219,664	$	13,734	$	161,190

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

		December 31, 2022
	Assets				Liabilities
	Carrying		Notional		Carrying		Notional
	Value		Amount		Value		Amount
	(In Millions)
Interest rate swaps	$	18,287	$	134,714	$	13,036	$	136,705
Options		639		14,529		6		-
Currency swaps		3,071		27,615		709		14,814
Forward contracts		14		1,250		236		7,287
Credit default swaps		-		-		13		1,580
Financial futures		21		2,334		3		369
Total	$	22,032	$	180,442	$	14,003	$	160,775

The average fair value of outstanding derivative assets was $22,228 million for the years ended December 31, 2023 and $18,766 million for the years ended December 31, 2022. The average fair value of outstanding derivative liabilities was $14,607 million for the years ended December 31, 2023 and $10,938 million for the years ended December 31, 2022.

The following summarizes the notional amounts of the Company’s credit default swaps by contractual maturity:

	December 31,		December 31,
	2023		2022
	(In Millions)
Due after one year through five years	$	7,983	$	1,580
Total	$	7,983	$	1,580

The following presents the Company’s gross notional interest rate swap positions:

	December 31,
	2023		2022
	(In Millions)
Open interest rate swaps in a fixed pay position	$	130,853	$	128,337
Open interest rate swaps in a fixed receive position		170,817		137,686
Other interest related swaps		4,875		5,396
Total interest rate swaps	$	306,545	$	271,418

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following summarizes the Company’s net realized gains (losses) on closed contracts and change in net unrealized gains (losses) related to market fluctuations on open contracts by derivative type:

	Year Ended
	December 31, 2023
	Net Realized			Change In Net
	Gains (Losses)			Unrealized Gains
	on Closed			(Losses) on
	Contracts			Open Contracts
	(In Millions)
Interest rate swaps		$	(267)		$	118
Currency swaps			101			(309)
Options			31			(96)
Credit default swaps			(39)			(24)
Forward contracts			(62)			(66)
Financial futures			(107)			9
Total		$	(343)		$	(368)

	Year Ended
	December 31, 2022
	Net Realized				Change In Net
	Gains (Losses)				Unrealized Gains
	on Closed				(Losses) on
	Contracts				Open Contracts
	(In Millions)
Interest rate swaps			(717	)			846
Currency swaps			69				2,204
Options			(6)				385
Credit default swaps			2				(17)
Forward contracts			853				(222)
Financial futures			(902)				(15)
Total		$	(702)			$	3,181

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	Year Ended
	December 31, 2021
	Net Realized			Change In Net
	Gains (Losses)			Unrealized Gains
	on Closed			(Losses) on
	Contracts			Open Contracts
	(In Millions)
Interest rate swaps		$	(451)		$	458
Currency swaps			(25)			1,094
Options			(126)			74
Credit default swaps			2			-
Forward contracts			109			216
Financial futures			(315)			92
Total		$	(806)		$	1,934

The following summarizes gross and net information of derivative assets and liabilities, along with collateral posted in connection with master netting agreements:

	December 31, 2023						December 31,2022
	Derivative		Derivative				Derivative		Derivative
	Assets		Liabilities		Net		Assets		Liabilities		Net
	(In Millions)

Gross	$	20,740	$	13,734	$	7,006	$	22,032	$	14,003	$	8,029
Due and accrued		1,371		2,387		(1,016)		733		1,689		(956)
Gross amounts offset		(19,063)		(19,063)		-		(15,378)		(15,378)		-
Net asset		3,048		(2,943)		5,990		7,387		314		7,073
Collateral Posted		(3,438)		(3,017)		(421)		(4,821)		(2,394)		(2,427)
Net	$	(390)	$	(5,959)	$	5,569	$	2,566	$	(2,080)	$	4,646

Repurchase agreements

The Company had repurchase agreements with carrying values of $3,221 million as of December 31, 2023 and $3,042 million as of December 31, 2022. As of December 31, 2023, the maturities of these agreements ranged from January 8, 2024 through March 14, 2024 and the interest rates ranged from 5.52% to 5.6%. The outstanding amounts were collateralized by cash and bonds with a carrying value of $3,230 million as of December 31, 2023 and $3,049 million as of December 31, 2022.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents the Company’s maximum amount and ending balance for repurchase agreements accounted for as secured borrowing for the years ended:

	December 31,
	2023							2022
	Maximum				Ending			Maximum			Ending
	balance			balance				balance			balance
	(In Millions)
From 1 week to 1 month		$	596			$	-		$	773		$	398
Greater than 1 month to 3 months			3,247				2,136			3,227			2,644
Greater than 3 months to 1 year			1,088				1,085			1,937			-
Total		$	4,931			$	3,221		$	5,937		$	3,042

The following presents the Company’s cash collateral and the fair value of security collateral received for the years ended:

	December 31,
	2023						2022
	Cash			Securities			Cash			Securities
	(In Millions)
Total		$	69		$	16		$	-		$	-

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Net investment income

Net investment income, including IMR amortization, comprised the following:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
Bonds	$	7,275	$	5,215	$	4,437
Preferred stocks		27		22		17
Common stocks - subsidiaries and affiliates		1,115		878		717
Common stocks - unaffiliated		111		102		55
Mortgage loans		1,102		1,118		1,145
Policy loans		1,058		1,141		1,103
Real estate		70		79		162
Partnerships and LLCs		957		1,014		1,171
Derivatives		(84)		464		539
Cash, cash equivalents and short-term investments		363		80		61
Other		184		35		18
Subtotal investment income		12,178		10,148		9,425
Amortization of the IMR		(51)		(50)		150
Net gains from separate accounts		3		-		-
Investment expenses		(1,087)		(796)		(730)
Net investment income	$	11,043	$	9,302	$	8,845

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Net realized capital (losses) gains

Net realized capital (losses) gains, which include OTTI and are net of deferral to the IMR, comprised the following:

	Years Ended
		December 31,
	2023		2022			2021
	(In Millions)
Bonds	$	(720)	$	(889)	$	199
Preferred stocks		-		(6)		9
Common stocks - subsidiaries and affiliates		24		(13)		10
Common stocks - unaffiliated		15		64		147
Mortgage loans		(73)		(41)		(7)
Real estate		3		127		24
Partnerships and limited liability companies		(314)		(355)		(413)
Derivatives		(344)		(701)		(806)
Other		(7)		(74)		7
Net realized capital losses (gains) before federal and state taxes and deferral to the IMR		(1,416)		(1,888)		(830)
Net federal and state tax benefit (expense)		281		94		(86)
Net realized capital losses before deferral to the IMR		(1,135)		(1,794)		(916)
Net after tax deferred to the IMR		645		2,120		382
Net realized capital (losses) gains	$	(490)	$	326	$	(534)

OTTI, included in the realized capital losses, consisted of the following:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
Bonds	$	(178)	$	(416)	$	(80)
Preferred stock		-		(6)		-
Common stocks- subsidiaries and affiliates		(1)		-		-
Common stocks - unaffiliated		-		(2)		(11)
Mortgage loans		(13)		(4)		(17)
Partnerships and LLCs		(353)		(183)		(483)
Total OTTI	$	(545)		(611)		(591)

The Company recognized OTTI of $15 million for the year ended December 31, 2023 and $14 million for the year ended December 31, 2022 on structured and loan-backed securities, which are included in bonds, primarily due to the present value of expected cash flows being less than the amortized cost.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company utilized internally-developed models to determine less than 1% of the $178 million of bond OTTI for the year ended December 31, 2023, less than 1% of the $416 million of bond OTTI for the year ended December 31, 2022 and less than 1% of the $80 million of bond OTTI for the year ended December 31, 2021. The remaining OTTI amounts were determined using external inputs such as publicly observable fair values and credit ratings. Refer to Note 2dd. “Net realized capital (losses) gains including other-than-temporary impairments and unrealized capital gains (losses)” for more information on assumptions and inputs used in the Company’s OTTI models.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Federal income taxes

On August 16th, 2022, the Inflation Reduction Act (“IRA”) was signed into law and includes certain corporate income tax provisions. Impacts to the Company could include the imposition of a corporate alternative minimum tax (“CAMT”) applicable to tax years beginning after December 31, 2022. The CAMT imposes a 15% minimum tax on adjusted financial statement income on applicable corporations that have an average group wide adjusted financial statement income over $1 billion in the prior three-year period (2020-2022). As of the reporting date, the Company has determined that it is not an applicable corporation and therefore not liable for CAMT in 2023. The United States Treasury Secretary and the IRS have been authorized to issue further guidance and intend to publish proposed regulations in 2024.

The Company provides for DTAs in accordance with statutory accounting practices, and has met the required threshold to utilize the three-year reversal period and 15% of surplus limitation.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The net DTA or deferred tax liability (DTL) recognized in the Company’s assets, liabilities and surplus is as follows:

	December 31, 2023
	Ordinary		Capital		Total
	(In Millions)
Gross DTAs	$	3,943	$	740	$	4,683
Statutory valuation allowance adjustment		-		-		-
Adjusted gross DTAs		3,943		740		4,683
DTAs nonadmitted		(82)		-		(82)
Subtotal net admitted DTA		3,861		740		4,601
Total gross DTLs		(2,009)		(932)		(2,941)
Net admitted DTA(L)	$	1,852	$	(192)	$	1,660

	December 31, 2022
	Ordinary		Capital		Total
	(In Millions)
Gross DTAs	$	3,444	$	742	$	4,186
Statutory valuation allowance adjustment		-		-		-
Adjusted gross DTAs		3,444		742		4,186
DTAs nonadmitted		-		-		-
Subtotal net admitted DTA		3,444		742		4,186
Total gross DTLs		(2,045)		(912)		(2,957)
Net admitted DTA(L)	$	1,399	$	(170)	$	1,229

	Change
	Ordinary		Capital		Total
	(In Millions)
Gross DTAs	$	499	$	(2)	$	497
Statutory valuation allowance adjustment		-		-		-
Adjusted gross DTAs		499		(2)		497
DTAs nonadmitted		(82)		-		(82)
Subtotal net admitted DTA		417		(2)		415
Total gross DTLs		36		(20)		16
Net admitted DTA(L)	$	453	$	(22)	$	431

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The amount of adjusted gross DTA admitted under each component of the guidance and the resulting change by tax character are as follows:

	December 31, 2023
	Ordinary		Capital		Total
	(In Millions)
Admitted DTA 3 years:
Federal income taxes that can be recovered	$	-	$	90	$	90
Remaining adjusted gross DTAs expected to be realized within 3 years:
1. Adjusted gross DTA to be realized		1,570		-		1,570
2. Adjusted gross DTA allowed per limitation threshold		4,081		-		4,081
Lesser of lines 1 or 2		1,570		-		1,570
Adjusted gross DTAs offset by existing DTLs		2,291		650		2,941
Total admitted DTA realized within 3 years	$	3,861	$	740	$	4,601

	December 31, 2022
	Ordinary		Capital		Total
	(In Millions)
Admitted DTA 3 years:
Federal income taxes that can be recovered	$	-	$	63	$	63
Remaining adjusted gross DTAs expected to be realized within 3 years
1. Adjusted gross DTA to be realized		1,287		-		1,287
2. Adjusted gross DTA allowed per limitation threshold		4,005		-		4,005
Lesser of lines 1 or 2		1,287		-		1,287
Adjusted gross DTAs offset by existing DTLs		2,158		678		2,836
Total admitted DTA realized within 3 years	$	3,445	$	741	$	4,186

	Change
	Ordinary		Capital		Total
	(In Millions)
Admitted DTA 3 years:
Federal income taxes that can be recovered	$	-	$	27	$	27
Remaining adjusted gross DTAs expected to be realized within 3 years
1. Adjusted gross DTA to be realized		283		-		283
2. Adjusted gross DTA allowed per limitation threshold		76		-		76
Lesser of lines 1 or 2		283		-		283
Adjusted gross DTAs offset by existing DTLs		133		(28)		105
Total admitted DTA realized within 3 years	$	416	$	(1)	$	415

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company’s total realization threshold limitations are as follows:

	December 31,
	2023		2022
	($ In Millions)
Ratio percentage used to determine recovery period and threshold limitation		850%		860%
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation above	$	27,207	$	26,703

The ultimate realization of DTAs depends on the generation of future taxable income during the periods in which the temporary differences are deductible. Management considers the scheduled reversal of DTLs, including the impact of available carryback and carryforward periods, projected taxable income and tax-planning strategies in making this assessment. The impact of tax-planning strategies is as follows:

	December 31, 2023
	Ordinary		Capital		Total
	(Percent)
Impact of tax-planning strategies:
Adjusted gross DTAs (% of total adjusted gross DTAs)	-	%	-	%	-	%
Net admitted adjusted gross DTAs (% of total net admitted adjusted gross DTAs)	79	%	-	%	79	%

	December 31, 2022
	Ordinary		Capital		Total
	(Percent)
Impact of tax-planning strategies:
Adjusted gross DTAs (% of total adjusted gross DTAs)	-	%	-	%	-	%
Net admitted adjusted gross DTAs (% of total net admitted adjusted gross DTAs)	69	%	-	%	69	%

	Change
	Ordinary		Capital		Total
	(Percent)
Impact of tax-planning strategies:
Adjusted gross DTAs (% of total adjusted gross DTAs)	-	%	-	%	-	%
Net admitted adjusted gross DTAs (% of total net admitted adjusted gross DTAs)	10	%	-	%	10	%

There are no reinsurance strategies included in the Company’s tax-planning strategies.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The provision for current tax expense on earnings is as follows:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
Federal income tax expense (benefit) on operating earnings	$	111	$	(92)	$	69
Foreign income tax expense on operating earnings		5		28		3
Total federal and foreign income tax expense (benefit) on operating earnings		116		(64)		72
Federal income tax expense (benefit) on net realized capital gains (losses)		(268)		(106)		43
Total federal and foreign income tax expense (benefit)	$	(152)	$	(170)	$	115

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The tax effects of temporary differences that give rise to significant portions of the DTAs and DTLs are as follows:

	December 31,
	2023		2022		Change
	(In Millions)
DTAs:
Ordinary
Reserve items	$	1,779	$	1,522	$	257
Policy acquisition costs		931		856		75
Nonadmitted assets		320		305		15
Pension and compensation related items		73		49		24
Policyholders’ dividends		234		218		16
Investment items		207		224		(17)
Expense items		66		59		7
Other		333		211		122
Total ordinary DTAs		3,943		3,444		499
Nonadmitted DTAs		82		-		82
Admitted ordinary DTAs		3,861		3,444		417
Capital
Unrealized investment losses		434		397		37
Expense items		18		18		-
Investment items		288		327		(39)
Total capital DTAs		740		742		(2)
Admitted capital DTAs		740		742		(2)
Admitted DTAs		4,601		4,186		415
DTLs:
Ordinary
Reserve items		143		212		(69)
Unrealized investment gains		1,128		1,104		24
Deferred and uncollected premium		309		295		14
Pension items		64		68		(4)
Investment items		-		5		(5)
Other		365		361		4
Total ordinary DTLs		2,009		2,045		(36)
Capital
Unrealized investment gains		808		821		(13)
Investment items		124		91		33
Total capital DTLs		932		912		20
Total DTLs		2,941		2,957		(16)
Net admitted DTA	$	1,660	$	1,229	$	431

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The change in net deferred income taxes comprised the following:

	Years Ended December 31,
	2023		2022			2021
	(In Millions)
Net DTA(L)	$	512	$	520	$	201
Less: Items not recorded in the change in net deferred income taxes:
Tax-effect of unrealized gains/(losses)		(38)		105		343
Tax-effect of changes from investment transfers		(12)		37		-
Change in net deferred income taxes	$	462	$	662	$	544

As of December 31, 2023, the Company had no net operating or capital loss carryforwards to include in deferred income taxes. The Company has $241 million in tax credit carryforwards included in deferred taxes.

The components of federal and foreign income tax are recorded in the Statutory Statements of Operations and the Statutory Statements of Changes in Surplus and are different from those which would be obtained by applying the prevailing federal income tax rate to net gain from operations before federal income taxes. The significant items causing this difference are as follows:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
		21%		21%		21%
Provision computed at federal statutory rate	$	(175)	$	(325)	$	(92)
Expense items		(4)		19		(38)
Foreign governmental income taxes		5		28		3
Investment items		(248)		(188)		(135)
Nonadmitted assets		(15)		(10)		4
Tax credits		(222)		(293)		(95)
Other		45		(63)		(76)
Total statutory income tax benefit	$	(614)	$	(832)	$	(429)
Federal and foreign income tax expense (benefit)	$	(152)	$	(170)	$	115
Change in net deferred income taxes		(462)		(662)		(544)
Total statutory income tax benefit	$	(614)	$	(832)	$	(429)

The Company received refunds of federal income taxes in the amounts of $58 million in 2023 and $5 million in 2022 and paid $849 million in 2021.

The total income taxes incurred in the current and prior years that will be available for recoupment in the event of future net capital losses totaled $0 million related to 2023, $29 million related to 2022, and $124 million related to 2021.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

MassMutual and its eligible U.S. subsidiaries are included in a consolidated U.S. federal income tax return. MassMutual and its eligible U.S. subsidiaries also file income tax returns in various states and foreign jurisdictions. MassMutual and its eligible U.S. subsidiaries and certain affiliates (the Parties) have executed and are subject to a written tax allocation agreement (the Tax Agreement). The Tax Agreement sets forth the manner in which the total combined federal income tax is allocated among the Parties. The Tax Agreement provides MassMutual with the enforceable right to recoup federal income taxes paid in prior years in the event of future net capital losses, which it may incur. Further, the Tax Agreement provides MassMutual with the enforceable right to utilize its net losses carried forward as an offset to future net income subject to federal income taxes. In accordance with the Tax Agreement, future corporate alternative minimum tax (CAMT) is outside of the scope to the general tax allocation method and, consequently any future CAMT liability shall be allocated solely to MassMutual.

Companies are generally required to disclose unrecognized tax benefits, which are the tax effect of positions taken on their tax returns that may be challenged by various taxing authorities, in order to provide users of financial statements more information regarding potential liabilities. The Company recognizes tax benefits and related reserves in accordance with existing statutory accounting practices for liabilities, contingencies and impairments of assets.

The following is a reconciliation of the beginning and ending liability for unrecognized tax benefits (in millions):

Balance, January 1, 2023	$	214
Gross change related to positions taken in prior years		-
Gross change related to settlements		-
Gross change related to positions taken in current year		14
Gross change related to lapse of statutes of limitations		-
Balance, December 31, 2023	$	229

Included in the liability for unrecognized tax benefits as of December 31, 2023, are $215 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The liability for the unrecognized tax benefits as of December 31, 2023 includes $9 million of unrecognized tax benefits that, if recognized, would impact the Company’s effective tax rate.

The Company recognized an increase of $8 million in accrued interest related to the liability for unrecognized tax benefits as a component of the provision for income taxes. The amount of net interest recognized was $32 million as of December 31, 2023 and $24 million as of December 31, 2022. The Company has no accrued penalties related to the liability for unrecognized tax benefits. In the next year, the Company does not anticipate the total amount of uncertain tax positions to significantly increase or decrease.

The Internal Revenue Service (IRS) has completed its examination of MassMutual and its subsidiaries for the year 2013 and prior. The 2014-2016 tax years are in the process of going to Appeals for 3 carryforward issues. The IRS completed its examination of 2017-2018 tax years and is being transferred to Appeals. The adjustments resulting from these examinations are not expected to materially affect the position or liquidity of the Company.

As of December 31, 2023 and 2022, the Company did not recognize any protective deposits as admitted assets.

Other than invested assets

Admitted negative (disallowed) IMR

As of December 31, 2023, the Company had $1,112 million of negative (disallowed) IMR in aggregate and in the general account.

As of December 31, 2023, the Company had $1,112 million of negative (disallowed) IMR admitted in the general account.

As of December 31, 2023, the calculated adjusted general capital and surplus was $26,015 million.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

As of December 31, 2023, the percentage of adjusted general capital and surplus for which the admitted disallowed IMR represents was 4%.

The following represents allocated gains (losses) previously deferred to the IMR from derivatives:

	December 31, 2023
	(In Millions)
Realized capital gains		2,940
Realized capital losses		(3,935)
Total allocated gains (losses) to IMR from derivatives	$	(995)

When the Company sells bonds and recognizes losses due to interest-rate related factors, and the realized losses are transferred to the IMR, the sales proceeds are generally used for reinvestment as governed by prudent asset liability management (ALM) policies and procedures. Such sales of bonds are intermittently used to meet liquidity needs and managed within the ALM framework.

IMR losses for fixed income related derivatives were in accordance with documented risk management procedures, as well as the Company’s derivative use plans, and reflect the same historical treatment of derivative gains reversed to IMR and amortized rather than immediately recognized as realized gain upon termination.

Corporate-owned life insurance

The Company holds corporate-owned life insurance issued by unaffiliated third-party insurers to cover the lives of certain qualified senior employees. The primary purpose of the program is to offset future employee benefit expenses. The Company pays all premiums and is the owner and beneficiary of these policies. The Company had recorded cash surrender values of these policies of $2,825 million as of December 31, 2023 and $2,619 million as of December 31, 2022.

The cash surrender value is allocated by the following investment categories:

	December 31,
	2023		2022
Other invested assets	45	%	39	%
Bonds	28		32
Stocks	17		16
Cash and short-term investments	7		10
Real estate	3		3
	100	%	100	%

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Deferred and uncollected life insurance premium

Deferred and uncollected life insurance premium, net of loading and reinsurance, are included in other than invested assets in the Company’s Statutory Statements of Financial Position. The following summarizes the deferred and uncollected life insurance premium on a gross basis, as well as, net of loading and reinsurance:

	December 31,
	2023				2022
	Gross		Net		Gross		Net
	(In Millions)
Ordinary new business	$	154	$	88	$	163	$	103
Ordinary renewal		1,258		1,220		1,159		1,145
Group life		10		10		10		10
Total	$	1,422	$	1,318	$	1,332	$	1,258

Deferred premium is the portion of the annual premium not earned at the reporting date. Loading on deferred premium is an amount obtained by subtracting the valuation net deferred premium from the gross deferred premium and generally includes allowances for acquisition costs and other expenses.

Uncollected premium is gross premium net of reinsurance that is due and unpaid as of the reporting date, net of loading. Net premium is the amount used in the calculation of reserves. The change in deferred and uncollected life insurance premium is included in premium income. The change in loading is included as an expense and is not shown as a reduction to premium income.

Ordinary new business and ordinary renewal business consist of the basic amount of premium required on the underlying life insurance policies.

In certain instances, gross premium is less than net premium according to the standard valuation set by the Division and the Department. The gross premium is less than the net premium needed to establish the reserves because the statutory reserves must use standard conservative valuation mortality tables, while the gross premium calculated in pricing uses mortality tables that reflect both the Company’s experience and the transfer of mortality risk to reinsurers. The Company had life insurance in force of $57,978 million as of December 31, 2023 and $59,911 million as of December 31, 2022 for which gross premium was less than net premium.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Policyholders’ liabilities

Policyholders’ reserves

The Company had life insurance in force of $953,410 million as of December 31, 2023 and $907,462 million as of December 31, 2022.

The following summarizes policyholders’ reserves, net of reinsurance, and the range of interest rates by type of product:

	December 31,
	2023					2022
		Amount	Interest Rates				Amount	Interest Rates
		($ In Millions)
Individual life	$	80,071	2.5%	-	6.0%	$	74,960	2.5%	-	6.0%
Group annuities		19,737	1.0%	-	11.8%		18,692	1.0%	-	11.8%
Individual universal and variable life		25,346	3.5%	-	6.0%		25,180	3.5%	-	6.0%
Individual annuities		34,055	1.0%	-	11.8%		23,575	1.0%	-	11.8%
Group life		4,178	3.0%	-	4.0%		6,382	3.0%	-	4.0%
Disabled life claim reserves		1,856	3.0%	-	6.0%		1,831	3.0%	-	6.0%
Disability active life reserves		1,504	3.0%	-	6.0%		2,118	3.0%	-	6.0%
Other		503	2.5%	-	6.0%		478	2.5%	-	6.0%
Total	$	167,250				$	153,216

Individual life includes whole life and term insurance. Group life includes corporate-owned life insurance, bank-owned life insurance, group universal life and group variable universal life products. Individual annuities include individual annuity contracts, supplementary contracts involving life contingencies and structured settlements. Group annuities include deferred annuities and single premium annuity contracts. Disabled life claim reserves include disability income and LTC contracts and cover the future payments of known claims. Disability active life reserves include disability income and LTC contracts issued. Other is comprised of disability life and accidental death insurance.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Liabilities for deposit-type contracts

The following summarizes liabilities for deposit-type contracts and the range of interest rates by type of product:

	December 31,
	2023					2022
	Amount		Interest Rates			Amount		Interest Rates
	(In Millions)
GICs:
Note programs	$	12,376	0.6%	-	5.6%	$	10,813	0.5%	-	5.6%
Federal Home Loan Bank of Boston		2,111	0.8%	-	3.4%		2,111	0.8%	-	3.4%
Municipal contracts		1,720	0.0%	-	7.2%		1,777	0.2%	-	7.3%
Supplementary contracts		2,978	1.0%	-	6.0%		2,909	1.0%	-	6.0%
Dividend accumulations		439	3.0%	-	3.5%		455	3.0%	-	3.0%
Other deposits		21	4.0%	-	8.0%		24	4.0%	-	8.0%
Total	$	19,645				$	18,089

Note program

Funding agreements are investment contracts sold to domestic and international institutional investors. Funding agreement liabilities are equal to the account value and are established by contract deposits, increased by interest credited and decreased by contract coupon payments and maturities. Contract holders do not have the right to terminate the contract prior to the contractually stated maturity date. The Company may retire funding agreements prior to the contractually-stated maturity date by repurchasing the agreement in the market or, in some cases, by calling the agreement. If this occurs, the difference in value is an adjustment to interest credited to liabilities for deposit-type contracts in the Statutory Statements of Operations. Credited interest rates vary by contract and can be fixed or floating. Agreements do not have put provisions or ratings-based triggers. The liability of non-U.S. dollar denominated funding agreements may increase or decrease due to changes in foreign exchange rates. Currency swaps are employed to eliminate foreign exchange risk from all funding agreements issued to back non-U.S. dollar denominated notes.

Under the note program, the Company creates special purpose entities (SPEs), which are investment vehicles or trusts, for the purpose of issuing medium-term notes to investors. Proceeds from the sale of the medium-term notes issued by these SPEs are used to purchase funding agreements from the Company. The payment terms of any particular series of notes are matched by the payment terms of the funding agreement securing the series. Notes are currently issued from the Company’s $16.0 billion Global Medium-Term Note Program.

Federal Home Loan Bank of Boston

MassMutual has funding agreements with Federal Home Loan Bank of Boston (FHLB Boston) in an investment spread strategy, consistent with its other funding agreements. These funding agreements are collateralized by securities with estimated fair values of $1,955 million as of December 31, 2023. MassMutual’s borrowing capacity with FHLB Boston is subject to the lower of the limitation on the pledge of collateral for a loan set forth by law or by MassMutual’s internal limit. MassMutual’s unused capacity was $3,889 million as of December 31, 2023. As a member of FHLB Boston, MassMutual held common stock of FHLB Boston with a statement value of $92 million as of December 31, 2023 and $92 million as of December 31, 2022.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Municipal contracts

Municipal guaranteed investment contracts (municipal contracts) include contracts that contain terms with above market crediting rates. Liabilities for these contracts includes the municipal contracts’ account values, which are established by contract deposits, increased by interest credited (fixed or floating) and decreased by contract coupon payments, additional withdrawals, maturities and amortization of premium. Certain municipal contracts allow additional deposits, subject to restrictions, which are credited based on the rates in the contracts. Contracts have scheduled payment dates and amounts and interest is paid periodically. In addition, certain contracts allow additional withdrawals above and beyond the scheduled payments. These additional withdrawals have certain restrictions on the number per year, minimum dollar amount and are limited to the maximum contract balance. The majority of the municipal contracts allow early contract termination under certain conditions.

Certain municipal contracts contain make-whole provisions, which document the formula for full contract payout. Certain municipal contracts have ratings-based triggers that allow the trustee to declare the entire balance due and payable. Municipal contracts may also have terms that require the Company to post collateral to a third party based on the contract balance in the event of a downgrade in ratings below certain levels under certain circumstances. When the collateral is other than cash, the collateral value is required to be greater than the account balance. The collateral was $216 million as of December 31, 2023 and $339 million as of December 31, 2022. The Company employs a rigorous asset/liability management process to help mitigate the economic impacts of various liability risks. By performing asset liability management and performing other risk management activities, the Company believes that these contract provisions do not create an undue level of operating risk to the Company.

Other deposits

Other deposits primarily consist of investment contracts assumed as part of the indemnity reinsurance agreement discussed in Note 9. “Reinsurance”. These contracts are used to fund retirement plans. Contract payments are not contingent upon the life of the retirement plan participant.

As of December 31, 2023, the Company’s GICs by expected maturity year were as follows (in millions):

2024	$	2,584
2025		2,790
2026		3,386
2027		1,887
2028		1,689
Thereafter		3,871
Total	$	16,207

Most GICs only mature on their contractual maturity date. Actual maturities for municipal contracts may differ from their contractual maturity dates, as these contracts permit early contract termination under certain conditions.

Unpaid claims and claim expense reserves

The Company establishes unpaid claims and claim expense reserves to provide for the estimated costs of claims for individual disability and LTC policies. These reserves include estimates for both claims that have been reported and those that have been incurred but not reported, and include estimates of all future expenses associated with the processing and settling of these claims. This estimation process is primarily based on the assumption that experience is an appropriate indicator of future events and involves a variety of actuarial techniques that analyze experience, trends and other relevant factors. The amounts recorded for unpaid claims and claim expense reserves represent the Company’s best estimate based upon facts and actuarial guidelines. Accordingly, actual claim payouts may vary from these estimates.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following summarizes the changes in disabled life and LTC unpaid claims and claim expense reserves:

		December 31,
		2023		2022
		(In Millions)
Claim reserves, beginning of year	$	2,232	$	2,175
Less: Reinsurance recoverables		367		308
Net claim reserves, beginning of year		1,865		1,867
Claims paid related to:
Current year		(14)		(14)
Prior years		(333)		(335)
Total claims paid		(347)		(349)
Incurred related to:
Current year’s incurred		375		324
Current year’s interest		9		8
Prior year’s incurred		(79)		(54)
Prior year’s interest		68		69
Total incurred		373		347
Net claim reserves, end of year		1,891		1,865
Reinsurance recoverables		651		367
Claim reserves, end of year	$	2,542	$	2,232

The changes in reserves for incurred claims related to prior years are generally the result of recent loss development trends. The $79 million decrease in the prior years’ incurred claims for 2023 and the $54 million decrease in the prior years’ incurred claims for 2022 were generally the result of differences between actual termination experience and statutorily prescribed termination tables. In 2023, claim experience included normal claim volume with higher terminations, resulting in a reduction to the incurred reserve from favorable experience, while 2022 claims incurred was due to maturing LTC business partially offset by a corresponding increase in reinsurance recoverable.

The following reconciles disabled life claim reserves to the net claim reserves at the end of the years presented in the previous table. Disabled life claim reserves are recorded in policyholders’ reserves. Accrued claim liabilities are recorded in other liabilities.

		December 31,
		2023		2022
		(In Millions)
Disabled life claim reserves		$	1,856	$	1,831
Accrued claim liabilities			33		33
	Net claim reserves, end of year	$	1,889	$	1,864

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Additional liability for annuity contracts

Certain individual variable annuity and fixed index annuity products have additional death or other insurance benefit features, such as GMDBs, GMIBs, GMABs and GLWBs. In general, living benefit guarantees require the contract holder or policyholder to adhere to a company approved asset-allocation strategy. Election of these benefit guarantees is generally only available at contract issue.

The following shows the changes in the liabilities for GMDB, GMIB, GMAB and GLWB (in millions):

Liability as of January 1, 2022	$	42
Incurred guarantee benefits		18
Paid guarantee benefits		(5)
Liability as of December 31, 2022		55
Incurred guarantee benefits		2
Paid guarantee benefits		(8)
Liability as of December 31, 2023	$	49

The following summarizes the account values, net amount at risk and weighted average attained age for variable annuity contracts with GMDB, GMIB, GMAB and GLWB classified as policyholders’ reserves and separate account liabilities. The net amount at risk is defined as the minimum guarantee less the account value calculated on a policy-by-policy basis, but not less than zero.

	December 31, 2023						December 31, 2022
			Net		Weighted				Net		Weighted
	Account		Amount		Average		Account		Amount		Average
	Value		at Risk		Attained		Value		at Risk		Attained
	($ In Millions)
GMDB	$	8,572	$	25		66	$	8,685	$	199		66
GMIB Basic		449		7		73		466		21		72
GMIB Plus		1,240		448		69		1,198		505		68
GMAB		1,400		20		63		1,552		84		62
GLWB		94		15		75		97		22		74

As of December 31, 2023, the GMDB account value above consists of $3,712 million of Modco assumed within the separate accounts. As of December 31, 2022, the GMDB account value above consists of $3,600 million of Modco assumed within the separate accounts.

Account values of variable annuity contracts with GMDB, GMIB, GMAB and GLWB are summarized below:

	December 31,
	2023						2022
		Separate		General				Separate		General
		Account		Account		Total		Account		Account		Total
	(In Millions)
GMDB	$	7,437	$	1,135	$	8,572	$	7,426	$	1,259	$	8,685
GMIB Basic		434		15		449		445		21		466
GMIB Plus		1,240		-		1,240		1,198		-		1,198
GMAB		1,368		32		1,400		1,516		37		1,553
GLWB		94		-		94		97		-		97

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Additional liability for individual life contracts

Certain universal life and variable universal life contracts include features such as GMDBs or other guarantees that ensure continued death benefit coverage when the policy would otherwise lapse. The value of the guarantee is only available to the beneficiary in the form of a death benefit.

The following presents the changes in the liability, net of reinsurance, for guarantees on universal life and variable universal life type contracts:

	December 31,
	2023		2022
	(In Millions)
Beginning balance	$	5,154	$	4,601
Net liability increase		332		553
Ending balance	$	5,486	$	5,154

Reinsurance

The Company enters into reinsurance agreements with affiliated and unaffiliated insurers in the normal course of business in order to mitigate the impact of underwriting mortality and morbidity risks or to assume business. Such transfers do not relieve the Company of its primary liability to its customers and, as such, failure of reinsurers to honor their obligations could result in credit losses that could arise if a reinsurer defaults. The Company reduces reinsurance default risk by evaluating the financial condition of reinsurers and monitoring for possible concentrations within the Company’s reinsurers and using trust structures, when appropriate. The Company reinsures a portion of its mortality risk in its life business under either a first dollar quota-share arrangement or an in excess of the retention limit arrangement with reinsurers. The Company also reinsures a portion of its morbidity risk in its disability and LTC business. The amounts reinsured are on a yearly renewable term, coinsurance funds withheld, coinsurance or Modco basis. The Company’s highest retention limit for new issues of life policies ranges from $15 million to $35 million.

Refer to Note 17. “Related party transactions” for information about the Company’s affiliated assumed reinsurance transactions.

There are no reinsurance agreements in effect under which the reinsurer may unilaterally cancel any reinsurance for reasons other than for nonpayment of premium or other similar credits. The Company has no reinsurance agreements in effect such that the amount of losses paid or accrued through the statement date may result in a payment to the reinsurer of amounts which, in aggregate and allowing for offset of mutual credits from other reinsurance agreements with the same reinsurer, exceed the total direct premium collected under the reinsured policies.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Reinsurance amounts included in the Statutory Statements of Operations were as follows:

		Years Ended December 31,
	2023		2022		2021
		(In Millions)
Direct premium	$	34,223	$	35,530	$	30,907
Premium assumed		977		1,013		1,112
Premium ceded		(9,711)		(13,019)		(12,128)
Total net premium	$	25,490	$	23,524	$	19,891
Ceded reinsurance recoveries	$	1,842	$	1,540	$	1,699
Assumed losses	$	425	$	330	$	356

Reinsurance amounts included in the Statutory Statements of Financial Position were as follows:

	December 31,
	2023		2022
		(In Millions)
Reinsurance reserves:
Assumed	$	6,476	$	551
Ceded		(47,326)		(47,416)
Ceded amounts recoverable	$	324	$	329
Benefits payable on assumed business	$	65	$	40
Funds held under coinsurance
Ceded	$	22,520	$	21,916

Reinsurance reserves ceded to unaffiliated reinsurers as of December 31, 2023 include $9,219 million associated with life insurance policies, $6,497 million for LTC, $22,659 million for annuity, $14 million for disability and $6 million for group life and health. Reinsurance reserves ceded to unaffiliated reinsurers as of December 31, 2022 include $9,016 million associated with life insurance policies $5,998 million for LTC, $32,381 million for annuity, $15 million for disability and $6 million for group life and health.

For the year ended December 31, 2023, the Company decreased its gross LTC policyholders’ premium deficiency reserve by $590 million primarily through a combination of various assumption changes to reflect the risk inherent in the cash flows of this business. The majority of the risk is ceded to unaffiliated reinsurers resulting in the ceded policyholders’ premium deficiency reserves decreasing by $295 million. The total net impact of the change is $295 million, which was recorded as a decrease to policyholders’ liabilities on the Statutory Statements of Financial Position and a decrease to change in policyholders’ reserves on the Statutory Statements of Operations.

For the year ended December 31, 2022, the Company decreased its gross LTC policyholders’ premium deficiency reserve by $165 million primarily through a combination of various assumption changes to reflect the risk inherent in the cash flows of this business. The majority of the risk is ceded to unaffiliated reinsurers resulting in the ceded policyholders’ premium deficiency reserves decreasing by $345 million. The total net impact of the change is $180 million, which was recorded as an increase to policyholders’ liabilities on the Statutory Statements of Financial Position and an increase to change in policyholders’ reserves on the Statutory Statements of Operations.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

		December 31, 2023
		(In Millions)
		Direct		Ceded		Net
LTC premium deficiency reserves, beginning of year	$	4,390	$	(3,910)	$	480
Assumption changes		(590)		295		(295)
LTC premium deficiency reserves, end of year	$	3,800	$	(3,615)	$	185

As of December 31, 2023, one reinsurer accounted for 29% of the outstanding balance of the reinsurance recoverable and the next largest reinsurer had 21%. The Company continues to monitor its morbidity risk ceded to one reinsurer for its LTC business, in which 72% of the reserves are held in trust.

On July 5, 2023, the Company recaptured approximately $16 million of statutory reserves reinsured on a yearly renewable term (YRT) basis for certain closed blocks of LTC business and reinsured on a coinsurance basis a portion of this product resulting in ceding $692 million statutory reserves to a different reinsurer. The recapture settlement of $17 million relieved the reinsurer of all obligations under the YRT agreement and resulted in an offset to premiums and disability benefits. As part of the coinsurance transaction, the Company transferred $657 million of premium to the reinsurer.

The Company holds invested assets associated with funds withheld that are managed externally, as of December 31, 2023 and 2022, these assets, at carry value, included:

	December 31,
	2023		2022
		(In Millions)
Bonds	$	15,215	$	14,955
Preferred stocks		79		70
Mortgage loans		1,043		1,473
Partnerships and LLCs		51		126
Cash, cash equivalents and short-term investments		946		361
Total	$	17,334	$	16,985

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

10.

Withdrawal characteristics

Annuity actuarial reserves and liabilities for deposit-type contracts

The withdrawal characteristics of the Company’s annuity actuarial reserves and deposit-type contracts as of December 31, 2023 are illustrated below:

Individual annuities

	General Account		Separate Account with Guarantees		Separate Account Non- Guaranteed		Total		% of Total
	(In Millions)
Subject to discretionary withdrawal:
With market value adjustment	$	570	$	-	$	-	$	570		1	%
At book value less current surrender charge of 5% or more		32,552		-		-		32,552		61
At fair value		-		-		8,058		8,058		15
Total with market value adjustment or at fair value		33,122		-		8,058		41,180		77
At book value without adjustment (minimal or no charge or adjustment)		3,905		-		-		3,905		7
Not subject to discretionary withdrawal		8,302		-		-		8,302		16
Total	$	45,329	$	-	$	8,058	$	53,387		100	%
Reinsurance ceded		11,323		-		-		11,323
Total, net of reinsurance	$	34,006	$	-	$	8,058	$	42,064
Amount included in book value moving to at book value without adjustment after statement date		1,304		-		-		1,304

Group annuities

	General Account		Separate Account with Guarantees		Separate Account Non- Guaranteed		Total		% of Total
	(In Millions)
Subject to discretionary withdrawal:
With market value adjustment	$	13,547	$	-	$	-	$	13,547		20	%
At fair value		-		10,694		20,623		31,317		45
Total with market value adjustment or at fair value		13,547		10,694		20,623		44,864		65
At book value without adjustment (minimal or no charge or adjustment)		311		376		-		687		1
Not subject to discretionary withdrawal		23,544		-		-		23,544		34
Total	$	37,402	$	11,070	$	20,623	$	69,095		100	%
Reinsurance ceded		17,690		-		-		17,690
Total, net of reinsurance	$	19,712	$	11,070	$	20,623	$	51,405

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Deposit-type contracts

	General Account		Separate Account with Guarantees		Separate Account Non- Guaranteed		Total		% of Total
	(In Millions)
Subject to discretionary withdrawal:
With market value adjustment	$	2,479	$	-	$	-	$	2,479		8	%
At fair value		-		-		9,332		9,332		30
Total with market value adjustment or at fair value		2,479		-		9,332		11,811		38
At book value without adjustment (minimal or no charge or adjustment)		2,704		-		-		2,704		8
Not subject to discretionary withdrawal		17,038		-		-		17,038		54
Total	$	22,221	$	-	$	9,332	$	31,553		100	%
Reinsurance ceded		2,576		-		-		2,576
Total, net of reinsurance	$	19,645	$	-	$	9,332	$	28,977

The following is a summary of total annuity actuarial reserves and liabilities for deposit-type contracts as of December 31, 2023 (in millions):

Statutory Statements of Financial Position:
Policyholders’ reserves – group annuities	$	19,712
Policyholders’ reserves – individual annuities		34,005
Liabilities for deposit-type contracts		19,645
Subtotal		73,362
Separate Account Annual Statement:
Annuities		39,751
Other annuity contract deposit-funds and GICs		9,332
Subtotal		49,083
Total	$	122,445

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Analysis of life actuarial reserves by withdrawal characteristics

The withdrawal characteristics of the Company’s life actuarial reserves as of December 31, 2023 are illustrated below:

General Account

		Account		Cash
		Value		Value		Reserve
	(In Millions)
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	22,384	$	22,381	$	22,439
Universal life with secondary guarantees		1,710		1,520		7,088
Other permanent cash value life insurance		-		79,893		84,398
Variable life		1		1		1
Variable universal life		888		886		938
Not subject to discretionary withdrawal or no cash values:
Term policies without cash value		-		-		2,971
Accidental death benefits		-		-		3
Disability - active lives		-		-		192
Disability - disabled lives		-		-		311
Miscellaneous reserves		-		-		975
Total (gross: direct + assumed)	$	24,983	$	104,681	$	119,316
Reinsurance Ceded		4,479		5,166		9,219
Total (net)	$	20,504	$	99,515	$	110,097

Separate Account with Guarantees

		Account		Cash
		Value		Value		Reserve
	(In Millions)
Subject to discretionary withdrawal, surrender values, or policy loans:
Variable universal life	$	1,549	$	1,549	$	1,549
Not subject to discretionary withdrawal or no cash values:
Total (gross: direct + assumed)		1,549		1,549		1,549
Total (net)	$	1,549	$	1,549	$	1,549

Separate Account Nonguaranteed

		Account		Cash
		Value		Value		Reserve
	(In Millions)
Subject to discretionary withdrawal, surrender values, or policy loans:
Variable life	$	1	$	1	$	2
Variable universal life		1,657		1,629		1,645
Not subject to discretionary withdrawal or no cash values:
Total (gross: direct + assumed)		1,658		1,630		1,647
Total (net)	$	1,658	$	1,630	$	1,647

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Separate accounts

The Company has guaranteed separate accounts classified as the following: nonindexed, which have multiple concurrent guarantees, including a guarantee that applies for as long as the contract is in effect and does not exceed a 4% rate of return. The Company has nonguaranteed separate accounts which are variable accounts where the benefit is determined by the performance and/or market value of the investments held in the separate account with incidental risk, notional expense and minimum death benefit guarantees.

Information regarding the separate accounts of the Company as of and for the year ended December 31, 2023 is as follows:

		Guaranteed
				Nonindexed
				Less Than/		Non
		Indexed		Equal to		Guarantee		Total
		(In Millions)
Net premium, considerations or deposits for the year ended December 31, 2023	$	-	$	-	$	4,769	$	4,769
Reserves at December 31, 2023:
For accounts with assets at:
Fair value	$	-	$	11,447	$	39,284	$	50,731
Amortized cost/book value		-		1,549		-		1,549
Subtotal SIA Reserves		-		12,996		39,284		52,280
Nonpolicy liabilities		-		-		175		175
Total Separate Account Liabilities	$	-	$	12,996	$	39,459	$	52,455
Reserves by withdrawal characteristics:
Subject to discretionary withdrawal:
At fair value	$	-	$	11,447	$	39,284	$	50,731
At book value without market value adjustment and current surrender charge of less than 5%		-		1,549		-		1,549
Subtotal		-		12,996		39,284		52,280
Nonpolicy liabilities		-		-		175		175
Total Separate Account Liabilities	$	-	$	12,996	$	39,459	$	52,455

The Company does not have any reserves in separate accounts for asset default risk in lieu of AVR.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is a reconciliation of amounts reported as transfers (from) to separate accounts in the Summary of Operations of the Company’s NAIC Separate Account Annual Statement to the amounts reported as net transfers (from) to separate accounts in change in policyholders’ reserves in the accompanying Statutory Statements of Operations:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
From the Separate Account Annual Statement:
Transfers to separate accounts	$	1,935	$	4,205	$	3,971
Transfers from separate accounts		(9,387)		(14,220)		(11,152)
Subtotal		(7,452)		(10,015)		(7,181)
Reconciling adjustments:
Miscellaneous		4,278		3,481		4,537
Net deposits on deposit-type liabilities		1,573		1,939		1,202
Net transfers from separate accounts	$	(1,601)	$	(4,595)	$	(1,442)

Net deposits on deposit-type liabilities are not considered premium and therefore are excluded from the Statutory Statements of Operations.

11.

Debt

MassMutual issues commercial paper in the form of Notes in minimum denominations of $250 thousand up to a total aggregation of $1,000 million with maturity dates up to a maximum of 270 days from the date of issuance. Noninterest bearing Notes are sold at par less a discount representing an interest factor. Interest bearing Notes are sold at par. The Notes are not redeemable or subject to voluntary prepayments by MassMutual. The Notes have a carrying value and face amount of $50 million as of December 31, 2023 and $250 million as of December 31, 2022. Notes issued in 2023 had interest rates ranging from 4.36% to 5.40% with maturity dates ranging from 1-36 days. Interest expense for commercial paper was $7 million for the year ended December 31, 2023 and $5 million for the year ended December 31, 2022.

MassMutual has a $1,500 million, five-year credit facility, with a syndicate of lenders that can be used for general corporate purposes and to support commercial paper borrowings. During December 2022, the facility was renewed and the scheduled maturity is December 16, 2027. The facility includes two one-year extension options that may be exercised with proper notification as set forth in the agreement. The facility has an upsize option for an additional $500 million. The terms of the credit facility additionally provide for, among other provisions, covenants pertaining to liens, fundamental changes, transactions with affiliates and adjusted statutory surplus. As of and for the years ended December 31, 2023 and 2022, MassMutual was in compliance with all covenants under the credit facility. For the years ended December 31, 2023 and 2022, there were no draws on the credit facilities. Credit facility fees were less than $1 million for the years ended December 31, 2023 and December 31, 2022.

12.

Employee benefit plans

The Company sponsors multiple employee benefit plans, providing retirement, life, health and other benefits to employees, certain employees of unconsolidated subsidiaries, agents, general agents and retirees who meet plan eligibility requirements.

Pension plans

The Company sponsors funded and unfunded noncontributory defined benefit pension plans for its eligible employees, agents and retirees.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The funded qualified defined benefit plan generally provides benefits under a cash balance formula based on age, service and salary during the participants’ careers. Certain eligible participants may be entitled to benefits under a legacy defined benefit formula. The Company’s policy is to fund the qualified pension plan in accordance with the Employee Retirement Income Security Act of 1974. There were no contributions in 2023 and 2022.

Defined contribution plans

The Company sponsors funded qualified defined contribution plans and unfunded nonqualified deferred compensation thrift savings plans for its employees, agents and retirees. Defined contribution plan expense for 2023 and 2022 was $56 million and $52 million, respectively.

Other postretirement benefits

The Company provides certain life insurance and health care benefits (other postretirement benefits) for its retired employees and agents, their beneficiaries and covered dependents. MMHLLC has the obligation to pay the Company’s other postretirement benefits. The transfer of this obligation to MMHLLC does not relieve the Company of its primary liability. MMHLLC is allocated other postretirement expenses related to interest cost, amortization of actuarial gains (losses) and expected return on plan assets, whereas service cost and prior service cost are recorded by the Company.

Substantially all of the Company’s U.S. employees and agents may become eligible to receive other postretirement benefits. These benefits are funded as the benefits are provided to the participants. For eligible employees who retire after 2009, except certain employees who were close to retirement in 2010, the Company’s cost is limited to a retiree health reimbursement account (RHRA), which accumulates during an employee’s career and can be drawn down by the retiree to purchase coverage outside of the Company or for other health care costs. Retired employees with a RHRA also may choose to purchase coverage through the private retiree exchange.

For other eligible current and future retired employees, and current and future retired agents, the Company provides access to postretirement health care plans through a private retiree exchange. The Company’s cost is limited to the fixed annual subsidy provided to retirees through a Health Reimbursement Account each year that the retiree can use to purchase coverage on the exchange or for other health care costs.

Company-paid basic life insurance is provided to retirees who retired before 2010 and certain employees who retire after 2009 but were close to retirement in 2010. Supplemental life insurance is available to certain retirees on a retiree-pay-all basis.

The Company provides retiree life insurance coverage for home office employees who, as of January 1, 2010, were age 50 with at least 10 years of service or had attained 75 points, generally age plus service, with a minimum 10 years of service.

Benefit obligations

Accumulated and projected benefit obligations are the present value of pension benefits earned as of a December 31 measurement date (the Measurement Date) based on service and compensation as of that date.

Refer to Note 12f. “Amounts recognized in the Statutory Statements of Financial Position,” for details on the funded status of the plans. Accumulated and projected postretirement benefit obligations for other postretirement benefits are the present value of postretirement medical and life insurance benefits earned as of the Measurement Date projected for estimated salary increases to an assumed date with respect to retirement, disability or death.

Actuarial (gains) losses represent the difference between the expected results and the actual results used to determine the projected benefit obligation, accumulated benefit obligation and current year expense. Select assumptions used in this calculation include expected future compensation levels, mortality and expected retirement age.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents the total pension and other postretirement accumulated benefit obligation:

		December 31,
	2023		2022		2023		2022
	Pension					Other Postretirement
	Benefits					Benefits
	(In Millions)
Accumulated benefit obligation	$	2,634	$	2,590	$	313	$	315

The following sets forth the change in projected benefit obligation of the defined benefit pension and other postretirement plans:

	December 31,
		2023		2022		2023		2022
		Pension				Other Postretirement
		Benefits				Benefits
		(In Millions)
Projected benefit obligation, beginning of year	$	2,590	$	3,099	$	315	$	374
Service cost		86		97		7		10
Interest cost		125		86		15		11
Actuarial (gains) losses		21		44		(14)		(10)
Benefits paid		(222)		(180)		(14)		(14)
Change in discount rate		34		(565)		4		(56)
Change in actuarial assumptions		-		9		-		-
Projected benefit obligation, end of year	$	2,634	$	2,590	$	313	$	315

The determination of the discount rate is based upon rates commensurate with current yields on high quality corporate bonds as of the Measurement Date. A spot yield curve is developed from this data that is used to determine the present value for the obligation. The projected plan cash flows are discounted to the Measurement Date based on the spot yield curve. A single discount rate is utilized to ensure the present value of the benefits cash flow equals the present value computed using the spot yield curve. A 25-basis point change in the discount rate results in approximately a $59 million change in the projected pension benefit obligation. The methodology includes producing a cash flow of annual accrued benefits. Refer to Note 12h. “Assumptions” for details on the discount rate.

Plan assets

The assets of the qualified pension plan are invested in a MassMutual group annuity contract and in the MassMutual Pension Plan Trust (Pension Trust). The group annuity contract includes a general investment account (GIA). As of December 31, 2023 and 2022, GIA assets managed by the Company were $229 million and $168 million, respectively. The Company was rated AA+ by Standards and Poor’s as of December 31, 2023..

The Company’s overall objective is to manage the assets in a liability framework where investments are selected that are expected to have similar changes in fair value as the related liabilities will have upon changes in interest rates. The company invests in a portfolio of both return-seeking and liability-hedging assets, to achieve long-term growth and to insulate the funded position from interest rate volatility.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The target range allocations are based on two broad categories, return-seeking (generally equities and alternative investments) and liability-hedging (generally fixed income). The return-seeking allocation range is 46% to 54% and liability-hedging range is 46% to 54%. Of the return-seeking assets, the range is 35% to 55% global public equity and 45% to 65% alternatives. The pension plan assets invested in the GIA through the unallocated group annuity contract earn a fixed interest. These assets comprised approximately 9% of the plan assets as of December 31, 2023 and 7% as of December 31, 2022.

The following presents the change in plan assets:

	December 31,
		2023		2022		2023		2022
		Pension				Other Postretirement
		Benefits				Benefits
		(In Millions)
Plan assets, beginning of year	$	2,483	$	3,053	$	2	$	2
Actual return on plan assets		230		(415)		-		-
Employer contributions		30		25		14		14
Benefits paid		(222)		(180)		(14)		(14)
Other		-		-		2		-
Plan assets, end of year	$	2,521	$	2,483	$	4	$	2

The GIA is designed to provide stable, long-term investment growth. Investments in the GIA are stated at contract value. Contract value is the amount participants would receive if they were to initiate certain transactions under the terms of the plan. It provides for a stated return on principal invested over a specified period and permits withdrawals at contract value for benefit payments, loans, or transfers.

Investments in the Pension Trust are stated at fair value. Noninterest bearing cash is stated at cost value.

Fair Value Measurements

The Company’s fair value hierarchy is defined in Note 4. “Fair Value of financial instruments”.

The following is a description of the valuation methodologies used to measure fair value for the investments in the qualified pension plan.

Cash, cash equivalents and short-term investments: Short-term investments are stated at cost, which is equal to fair value. Foreign currencies are stated at cost and adjusted for foreign currency gains and losses.

Government securities: Marked to market daily based on values provided by third-party vendors or market makers to the extent available or based on model prices. Valuations furnished by a pricing service take into account factors such as institutional-size trading in similar securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data and are therefore classified as Level 2.

Bonds: If Level 1 valuations are not available, the fair value is determined using models such as matrix pricing and therefore, is classified as Level 2, which uses quoted market prices of debt securities with similar characteristics. Valued using the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Mutual funds are valued at the daily closing price as reported by the fund. Certain mutual funds held by the plan are registered with the SEC and are required to publish their daily NAV. These mutual funds held by the Plan are deemed to be actively traded and are therefore classified as Level 1. The remaining mutual funds do not publish their daily NAV and are therefore classified as Level 2.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Collective investment trusts: Valued using the NAV per unit. The net asset value per unit of the funds is calculated on each business day by dividing the total value of assets, less liabilities, by the number of units outstanding. Unit issuances and redemptions are based on the net asset value determined at the end of the current day and therefore is classified as NAV practical expedient.

Real estate investment trusts: Real estate investment trusts are valued using the plan’s pro-rata interest in the fund and does not have a lock-up period, a funding commitment, or a specific redemption period but are dependent upon the liquidation of underlying assets. Therefore, these investments are classified as NAV practical expedient.

Hedge funds: Hedge funds are based on the plan’s pro rata interest in the fund and have a 45-day redemption period and therefore classified as NAV practical expedient.

Limited partnerships – Private equity/venture capital: The plan utilizes the NAV practical expedient to calculate fair value of its investments based on the Plan’s pro rata interest in net assets of each underlying partnership. All valuations utilize financial information supplied by the partnership, including income, expenses, gains and losses. The underlying investments are accounted for at fair value as described in the partnership’s audited financial statements. These funds can be redeemed periodically with notice that generally ranges from 45 to 90 days. There are no lockups or funding commitments.

Limited partnerships – Real estate: The plan utilizes the NAV practical expedient to calculate fair value of its investments based on the Plan’s pro rata interest in net assets of each underlying partnership. All valuations utilize financial information supplied by the partnership, including income, expenses, gains and losses. The underlying investments of the partnership are accounted for at fair value as described in the partnership’s audited financial statements. These funds can be redeemed periodically with notice that generally ranges from 45 to 90 days. There are no lockups or funding commitments.

Limited partnerships – Hedge: The Plan utilizes the NAV practical expedient to calculate fair value of its investments based on the Plan’s pro rata interest in net assets of each underlying partnership. All valuations utilize financial information supplied by the partnership, including income, expenses, gains and losses. The underlying investments of the partnership are accounted for at fair value as described in the partnership’s audited financial statements. The hedge funds can be redeemed semi-annually with 95 days’ notice. There are no lockups or funding commitments.

Other investments: Investments included in this category include asset backed securities, mortgage backed securities, swaps, derivatives, futures and options. Closing prices are not available on the active market. Fair value is determined using models such as matrix pricing and therefore, these securities are classified as Level 2.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following tables set forth by level, within the fair value hierarchy, the plan’s assets at fair value as of December 31, 2023 and 2022.

	Fair Value as of December 31, 2023
								NAV
								Practical
	Level 1		Level 2		Level 3			Expedient	Total
	(In Millions)
Cash, cash equivalents, and short-term investments	$	76		-		-		-		76
Government securities		-		486		-		-		486
Bonds		-		371		-		-		371
Mutual funds		471		-		-		-		471
Real estate investment trusts		-		-		-		54		54
Hedge funds		-		-		-		31		31
Limited partnerships
Private equity/venture capital		-		-		-		480		480
Real estate		-		-		-		120		120
Hedge		-		-		-		205		205
Other investments		-		12		-		-		12
Total	$	547	$	869	$	-	$	890	$	2,306

Plan assets measured at contract value and non-interest bearing cash are excluded from the preceding table.

	Fair Value as of December 31, 2022
										NAV
										Practical
	Level 1		Level 2			Level 3				Expedient	Total
	(In Millions)
Cash, cash equivalents, and short-term investments	$	5		$	24		$	-	$	-		$	29
Mutual funds		458			293			-		-			751
Collective investment trusts		-			63			-		-			63
Hedge funds		-			-			-		27			27
Limited partnerships
Private equity/venture capital		-			-			-		414			414
Real estate		-			-			-		135			135
Hedge		-			-			-		185			185
Debt Instruments:
Corporate and other bonds		-			331			-		-			331
Other:
Government securities		-			378			-		-			378
Other		-			2			-		-			2
Total pension trust assets	$	463		$	1,091		$	-	$	761		$	2,315
Total General Investment Account		-			-			168		-			168
Total	$	463		$	1,091		$	168	$	761		$	2,483

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Amounts recognized in the Statutory Statements of Financial Position

Unrecognized prior service cost is the adjustment to the projected benefit obligation as a result of plan amendments. It represents the increase or decrease in benefits for service performed in prior periods. For pension benefits, this cost is amortized into net periodic benefit cost over the average remaining service years of active employees at the time of the amendment. For other postretirement benefits, this cost is amortized into net periodic benefit cost over the average remaining lifetime of eligible employees and retirees at the time of the amendment.

Unrecognized net actuarial (gains) losses are variances between assumptions used and actual experience. These assumptions include return on assets, discount rate, demographics and mortality. The unrecognized net actuarial (gains) losses are amortized if they exceed 10% of the projected benefit obligation and are amortized starting in the period after recognition. These are amortized for pension and other postretirement benefits into net periodic benefit cost over the remaining service-years of active employees.

The prepaid pension asset is a cumulative balance of employer contributions made to the plan netted against the plan’s accumulated net periodic benefit costs. The prepaid pension asset is a nonadmitted asset.

The accrued benefit cost recognized is the funded status of the plan adjusted for the remaining balance of unrecognized prior service cost, unrecognized net actuarial loss and the nonadmitted prepaid pension asset.

The following sets forth the projected benefit obligation funded status of the plans:

	December 31,
	2023		2022		2023		2022
	Pension				Other Postretirement
	Benefits				Benefits
	(In Millions)
Projected benefit obligation	$	(2,634)	$	(2,590)	$	(313)	$	(315)
Plan assets		2,521		2,483		4		2
Projected benefit obligation funded status	$	(113)	$	(107)	$	(309)	$	(313)

The qualified pension plan was overfunded by $312 million as of December 31, 2023 and $296 million as of December 31, 2022. The nonqualified pension plans are not funded and have total projected benefit obligations of $425 million as of December 31, 2023 and $403 million as of December 31, 2022.

The qualified pension plan nonadmitted pension plan asset was $653 million as of December 31, 2023 and $678 million as of December 31, 2022.

The Company intends to fund $56 million in 2024 to meet its expected current obligations under its qualified and nonqualified pension plans and other postretirement benefit plans.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Net periodic cost

The net periodic cost represents the annual accounting income or expense recognized by the Company and is included in general insurance expenses in the Statutory Statements of Operations. The net periodic cost recognized is as follows:

	Years Ended December 31,
	2023		2022		2021		2023		2022		2021
	Pension						Other Postretirement
	Benefits						Benefits
	(In Millions)
Service cost	$	86	$	97	$	110	$	7	$	9	$	10
Interest cost		125		86		77		15		10		9
Expected return on plan assets		(169)		(194)		(183)		-		-		-
Amortization of unrecognized (gains) and losses		27		9		39		(9)		(1)		-
Amortization of unrecognized prior service benefit		-		-		-		(5)		(6)		(6)
Total net periodic cost/(benefit)	$	69	$	(2)	$	43	$	8	$	12	$	13

The expected future pension and other postretirement benefit payments which reflect expected future service are as follows:

			Other
	Pension		Postretirement
	Benefits		Benefits
		(In Millions)
2024	$	199	$	19
2025		201		20
2026		206		20
2027		204		21
2028		209		21
2029-2033		1,055		109

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Assumptions

The assumptions the Company used to calculate the benefit obligations and to determine the benefit costs are as follows:

	Years Ended December 31,
	2023		2022		2021		2023		2022		2021
	Pension						Other Postretirement
	Benefits						Benefits
Weighted-average assumptions used to determine:
Benefit obligations:
Discount rate	4.85	%	5.00	%	2.85	%	4.85	%	5.05	%	2.80	%
Expected rate of compensation increase	3.50	%	3.50	%	3.50	%	3.50	%	3.50	%	3.50	%
Interest Crediting rate	5.00	%	5.00	%	5.00	%	4.85	%	5.05	%	2.80	%
Net periodic benefit cost:
Discount rate	5.00	%	2.85	%	2.50	%	5.05	%	2.80	%	2.45	%
Expected long-term rate of return on plan assets	7.00	%	6.50	%	6.50	%	3.00	%	3.00	%	3.00	%
Expected rate of compensation increase	3.50	%	3.50	%	3.50	%	3.50	%	3.50	%	3.50	%
Interest Crediting rate	5.00	%	5.00	%	5.00	%	5.05	%	2.80	%	2.45	%

The discount rate used to determine the benefit obligations as of year end is used to determine the expense in the next fiscal year.

The Company determines its assumptions for the expected rate of return on plan assets for its plans using a “building block” approach, which focuses on ranges of anticipated rates of return for each asset class. A weighted range of nominal rates is determined based on target allocations for each class of asset.

13.

Employee compensation plans

The Company has a long-term incentive compensation plan under which certain employees of the Company and its subsidiaries may be issued phantom stock-based compensation awards. These awards include PSARs and PRS. These awards do not grant an equity or ownership interest in the Company.

A summary of the weighted average grant price of PSARs and PRS shares granted, the intrinsic value of PSARs shares exercised, the PRS liabilities paid and the fair value of shares vested during the year is as follows:

		December 31,
	2023		2022		2021
Weighted average grant date fair value:
PSARs granted during the year	$	145.77	$	243.40	$	141.86
PRS granted during the year		145.67		238.54		153.38
Intrinsic value (in thousands):
PSARs options exercised		65,810		135,219		124,551
PRS liabilities paid		45,600		70,029		48,298
Fair value of shares vested during the year		64,779		136,945		246,047

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

A summary of PSARs and PRS shares is as follows:

		PSARs					PRS
				Weighted Average					Weighted Average
	Number				Remaining	Number				Remaining
	of				Contract	of				Contract
	Share Units			Price	Terms	Share Units			Price	Terms
	(In Thousands)				(In Years)	(In Thousands)				(In Years)
Outstanding as of
December 31, 2021		4,510	$	130.23	4.1		1,070	$	122.41	2.5
Granted		808		243.40			168		238.54
Exercised		(1,616)		119.34			(288)		98.47
Forfeited		(308)		155.09			(78)		137.13
Outstanding as of
December 31, 2022		3,394		160.09	4.0		872		151.41	2.4
Granted		2,762		145.77			1,002		145.67
Exercised		(1,329)		130.59			(252)		116.36
Forfeited		(788)		239.79			(37)		180.80
Outstanding as of
December 31, 2023		4,039		144.46	4.4		1,585		152.73	2.1
Exercisable as of
December 31, 2023		28	$	139.51	3.9		9	$	149.59	2.1

The PSARs compensation was an expense of $17 million for the year ended December 31, 2023 and an expense of $(34) million for the year ended December 31, 2022 and an expense of $253 million for the year ended December 31, 2021. The PSARs accrued compensation liability was $13 million as of December 31, 2023 and $99 million as of December 31, 2022.The unrecognized compensation expense related to nonvested PSARs awards was $20 million for the year ended December 31, 2023, $19 million for the year ended December 31, 2022 and $108 million for the year ended December 31, 2021. The weighted average period over which the expense is expected to be recognized is 4.4 years. The PSARs unrecognized compensation expense represents the total intrinsic value of all shares issued if 100% vested at current stock price, minus current compensation liability.

The PRS compensation expense was $96 million for the year ended December 31, 2023 and $31 million for the year ended December 31, 2022 and $77 million for the year ended December 31, 2021. The PRS accrued compensation liability was $148 million for the year ended December 31, 2023 and $99 million for the year ended December 31, 2022. The unrecognized compensation expense related to nonvested PRS awards was $87 million as of December 31, 2023, $56 million as of December 31, 2022 and $77 million as of December 31, 2021 respectively. The weighted average period over which the expense is expected to be recognized is 2.1 years. The PRS unrecognized compensation expense represents the total value of all shares issued if 100% vested at the current stock price, minus current compensation liability

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

14.

Surplus notes

The following table summarizes the surplus notes issued and outstanding as of December 31, 2023:

Issue		Face		Carrying	Interest	Maturity	Scheduled Interest
Date		Amount		Value	Rate	Date	Payment Dates
	($ In Millions)
03/01/1994		50		50	7.500%	03/01/2024	Mar 1 & Sept 1
05/12/2003		193		193	5.625%	05/15/2033	May 15 & Nov 15
06/01/2009		130		129	8.875%	06/01/2039	Jun 1 & Dec 1
01/17/2012		263		263	5.375%	12/01/2041	Jun 1 & Dec 1
04/15/2015		258		254	4.500%	04/15/2065	Apr 15 & Oct 15
03/23/2017		475		471	4.900%	04/01/2077	Apr 1 & Oct 1
10/11/2019		838		597	3.729%	10/15/2070	Apr 15 & Oct 15
04/16/2020		700		697	3.375%	04/15/2050	Apr 15 & Oct 15
06/26/2020		600		820	5.077%	02/15/2069	Feb 15 & Aug 15
03/01/2021		200		232	5.077%	02/15/2069	Feb 15 & Aug 15
11/18/2021		675		670	3.200%	12/01/2061	Jun 1 & Dec 1
12/01/2022		500		500	5.672%	12/01/2052	Jun 1 & Dec 1
Total	$	4,882	$	4,876

All payments of interest and principal are subject to the prior approval of the Division. Interest expense is not recorded until approval for payment is received from the Division. As of December 31, 2023, the unapproved interest was $44 million. Through December 31, 2023, the Company paid cumulative interest of $2,609 million on surplus notes. Interest of $231 million was approved and paid during the year ended December 31, 2023.

The anticipated sinking fund payments that are due for the notes issued in 1994 are $50 million in 2024. There are no sinking fund requirements for the notes issued in 2003, 2009, 2012, 2015, 2017, 2019, 2020, 2021 or 2022.

These notes are unsecured and subordinate to all present and future indebtedness of the Company, all policy claims and all prior claims against the Company as provided by the Massachusetts General Laws. The surplus notes are all held by bank custodians for unaffiliated investors. All issuances were approved by the Division. Surplus notes are included in surplus on the Statutory Statements of Financial Position.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

15.

Presentation of the Statutory Statements of Cash Flows

The following table presents those transactions that have affected the Company’s recognized assets or liabilities but have not resulted in cash receipts or payments during the years ended December 31, 2023, 2022 and 2021. Accordingly, the Company has excluded these non-cash activities from the Statutory Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021.

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
Bond conversions and refinancing	$	1,460	$	1,177	$	729
Transfer of partnerships and limited liability companies to partnerships and limited liability companies		277		620		-
Change in market value of corporate owned life insurance asset		217		(46)		272
Stock conversions		202		13		107
Transfer of mortgage loans to bonds		132		-		-
Bonds transferred to partnerships and limited liability companies		122		441		-
Transfer of partnerships and limited liability companies to bonds		100		187		-
Transfer of mortgage loans to short-term investments		60		-		-
Transfer of stocks to partnerships and limited liability companies		38		-		-
Net investment income payment in-kind bonds		14		12		16
Accrued discount on mortgage loans		10		-		-
Transfer of partnerships and limited liability companies to stocks		3		-		-
Transfer of bonds to mortgage loans		-		626		-
Transfer of partnerships and limited liability companies to common stocks - subsidiaries and affiliates		-		227		-
Transfer of common stocks unaffiliated to common stocks - subsidiaries and affiliates		-		97		-
Transfer of mortgage loans to partnerships and limited liability companies		-		40		11
Deferred gain on real estate		-		16		-
Premium income recognized for group annuity contracts		-		-		1,237
Bonds received as consideration for group annuity contracts		-		-		(1,231)
Premium ceded in exchange for invested assets		-		-		(514)
Bonds transferred in exchange for premium		-		-		511
Surplus notes issued in exchange for bonds		-		-		233
Bonds received as consideration for surplus notes		-		-		(233)
Transfer of bonds to cash equivalent		-		-		150
Exchange of mortgage loans for other assets		-		-		18
Transfer of stocks to partnerships		-		-		4
Preferred stock transferred in exchange for premium ceded		-		-		3
Common stock received as consideration for group annuity contracts		-		-		(6)

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

16.

Business risks, commitments and contingencies

Risks and uncertainties

The Company operates in a business environment subject to various risks and uncertainties. The principal risks include insurance and underwriting risks, investment and interest rate risks, currency exchange risk and credit risk. The combined impact of these risks could have a material, adverse effect on the Company’s financial statements or result in operating losses in future periods. The Company employs the use of reinsurance, portfolio diversification, asset/liability management processes and other risk management techniques to mitigate the impact of these risks.

Insurance and underwriting risks

The Company prices its products based on estimated benefit payments reflecting assumptions with respect to mortality, morbidity, longevity, persistency, interest rates and other factors. If actual policy experience emerges that is significantly and adversely different from assumptions used in product pricing, the effect could be material to the profitability of the Company. For participating whole life products, the Company’s dividends to policyholders primarily reflect the difference between actual investment, mortality, expense and persistency experience and the experience embedded in the whole life premiums and guaranteed elements. The Company also reinsures certain life insurance and other long-term care insurance policies to mitigate the impact of its underwriting risk.

Investment and interest rate risks

The fair value, cash flows and earnings of investments can be influenced by a variety of factors including changes in interest rates, credit spreads, equity markets, portfolio asset allocation and general economic conditions. The Company employs a rigorous asset/liability management process to help mitigate the economic impacts of various investment risks, in particular interest rate risk. By effectively matching the market sensitivity of assets with the liabilities they support, the impact of interest rate changes is addressed, on an economic basis, as the change in the value of the asset is offset by a corresponding change in the value of the supported liability. The Company uses derivatives, such as interest rate swaps and swaptions, as well as synthetic assets to reduce interest rate and duration imbalances determined in asset/liability analyses.

The levels of U.S. interest rates are influenced by U.S. monetary policies and by the relative attractiveness of U.S. markets to investors versus other global markets. As interest rates increase, certain debt securities may experience amortization or prepayment speeds that are slower than those assumed at purchase, impacting the expected maturity of these securities and the ability to reinvest the proceeds at the higher yields. Rising interest rates may also result in a decrease in the fair value of the investment portfolio. As interest rates decline, certain debt securities may experience accelerated amortization and prepayment speeds than what was assumed at purchase. During such periods, the Company is at risk of lower net investment income as it may not be able to reinvest the proceeds at comparable yields. Declining interest rates may also increase the fair value of the investment portfolio.

Interest rates also have an impact on the Company’s products with guaranteed minimum payouts and on interest credited to account holders. As interest rates decrease, investment spreads may contract as crediting rates approach minimum guarantees, resulting in an increased liability.

In periods of increasing interest rates, policy loans, surrenders and withdrawals may increase as policyholders seek investments with higher perceived returns. This could result in cash outflows requiring the Company to sell invested assets at a time when the prices of those assets are adversely affected by the increase in market interest rates, which could cause the Company to realize investment losses.

Currency exchange risk

The Company has currency risk due to its non-U.S. dollar denominated investments and medium-term notes along with its indirect international operations. The Company mitigates a portion of its currency risk through the use of cross-currency swaps and forward contracts. Cross-currency swaps are used to minimize currency risk for certain non-U.S. dollar assets and liabilities through a pre-specified exchange of interest and principal. Forward contracts are used to hedge movements in exchange rates.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Credit and other market risks

The Company manages its investments to limit credit and other market risks by diversifying its portfolio among various security types and industry sectors as well as purchasing credit default swaps to transfer some of the risk.

Stressed conditions, volatility and disruptions in global capital markets or in particular markets or financial asset classes can have an adverse effect on the Company, in part because the Company has a large investment portfolio and assets supporting the Company’s insurance liabilities are sensitive to changing market factors. Global market factors, including interest rates, credit spread, equity prices, real estate markets, foreign currency exchange rates, consumer spending, business investment, government spending, the volatility and strength of the capital markets, deflation and inflation, all affect the business and economic environment and, ultimately, the profitability of the Company’s business. Disruptions in one market or asset class can also spread to other markets or asset classes. Upheavals in the financial markets can also affect the Company’s business through their effects on general levels of economic activity, employment and customer behavior.

Real estate markets are monitored continuously with attention on regional differences in price performance, absorption trends and supply and demand fundamentals that can impact the rate of foreclosures and delinquencies. Public sector strengths and weaknesses, job growth and macro-economic issues are factors that are closely monitored to identify any impact on the Company’s real estate related investments.

The CMBS, RMBS and leveraged loan sectors are sensitive to evolving conditions that can impair the cash flows realized by investors and is subject to uncertainty. Management’s judgment regarding OTTI and estimated fair value depends upon the evolving investment sector and economic conditions. It can also be affected by the market liquidity, a lack of which can make it difficult to obtain accurate market prices for RMBS and other investments, including CMBS and leveraged loans. Any deterioration in economic fundamentals, especially related to the housing sector could affect management’s judgment regarding OTTI.

The Company has investments in structured products exposed primarily to the credit risk of corporate bank loans, corporate bonds or credit default swap contracts referencing corporate credit risk. Most of these structured investments are backed by corporate loans and are commonly known as collateralized loan obligations that are classified as CDO. The portfolios backing these investments are actively managed and diversified by industry and individual issuer concentrations. Due to the complex nature of CDO and the reduced level of transparency to the underlying collateral pools for many market participants, the recovery in CDO valuations generally lags the overall recovery in the underlying assets. Management believes its scenario analysis approach, based primarily on actual collateral data and forward looking assumptions, does capture the credit and most other risks in each pool. However, in a rapidly changing economic environment, the credit and other risks in each collateral pool will be more volatile and actual credit performance of CDO may differ from the Company’s assumptions.

The Company continuously monitors its investments and assesses their liquidity and financial viability; however, the existence of the factors described above, as well as other market factors, could negatively impact the market value of the Company’s investments. If the Company sells its investments prior to maturity or market recovery, these investments may yield a return that is less than the Company otherwise would have been able to realize.

Asset-based fees calculated as a percentage of the separate account assets are a source of revenue to the Company. Gains and losses in the investment markets may result in corresponding increases and decreases in the Company’s separate account assets and related revenue.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Market risk arises within the Company’s employee benefit plans to the extent that the obligations of the plans are not fully matched by assets with determinable cash flows. Pension and postretirement obligations are subject to change due to fluctuations in the discount rates used to measure the liabilities as well as factors such as changes in inflation, salary increases and participants living longer. The risks are that such fluctuations could result in assets that are insufficient over time to cover the level of projected benefit obligations. In addition, increases in inflation and members living longer could increase the pension and postretirement obligations. Management determines the level of this risk using reports prepared by independent actuaries and takes action, where appropriate, in terms of setting investment strategy and determining contribution levels. In the event that the pension obligations arising under the Company’s employee benefit plans exceed the assets set aside to meet the obligations, the Company may be required to make additional contributions or increase its level of contributions to these plans.

The long-term impact of the COVID-19 pandemic is dependent on numerous factors including, but not limited to, the length and severity of the pandemic, the efficacy and rate of vaccine adoption and therapeutics, the responses to the pandemic taken by governments and private sector businesses, and the impacts on MassMutual’s policyholders, employees and counterparties. At its height, the pandemic led to significant economic disruption, including significant volatility in the U.S. and international markets, which had an adverse effect on MassMutual’s business. The extent to which the COVID-19 pandemic continues to impact MassMutual’s business will depend on future developments which are highly uncertain, including the emergence of future variants of COVID-19 and the efficacy of vaccines in the broader population (including with respect to future variants).

Political Uncertainties

Political events, domestically or internationally, may directly or indirectly trigger or exacerbate risks related to product offerings, profitability, or any of the risk factors described above. Whether those underlying risk factors are driven by geopolitics or not, the Company’s dynamic approach to managing risks enables management to identify risks, internally and externally, develop mitigation plans, and respond to risks in an attempt to proactively reduce the potential impact of each underlying risk factor on the Company.

Leases

The Company leases office space and equipment in the normal course of business under various noncancelable operating lease agreements. Additionally, the Company, as lessee, has entered various sublease agreements with affiliates for office space, such as Barings. Total rental expense on net operating leases, recorded in general insurance expenses, was $93 million for the year ended December 31, 2023 and $91 million for the year ended December 31, 2022. Net operating leases are net of sublease receipts of $5 million for the year ended December 31, 2023 and $3 million for the year ended December 31, 2022.

For the years ended December 31, 2023 and December 31, 2022, the company has not entered into any sale-leaseback transactions with any unrelated parties.

Future minimum commitments for all lease obligations as of December 31, 2023 were as follows:

			Affiliated			Nonaffiliated
	Gross		Subleases			Subleases			Net
	(In Millions)
2024	$	85		$	2		$	4		$	79
2025		73			2			4			67
2026		58			2			4			52
2027		52			2			2			48
2028		48			1			2			45
Thereafter		304			-			7			297
Total	$	620		$	9		$	23		$	588

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Guaranty funds

The Company is subject to state insurance guaranty fund laws. These laws assess insurance companies’ amounts to be used to pay benefits to policyholders and policy claimants of insolvent insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially impact its financial position, results of operations or liquidity.

Litigation and regulatory matters

In the normal course of business, the Company is involved in disputes, litigation and governmental or regulatory inquiries, administrative proceedings, examinations and investigations, both pending and threatened. These matters, if resolved adversely against the Company or settled, may result in monetary damages, fines and penalties or require changes in the Company’s business practices. The resolution or settlement of these matters is inherently difficult to predict. Based upon the Company’s assessment of these pending matters, the Company does not believe that the amount of any judgment, settlement or other action arising from any pending matter is likely to have a material adverse effect on the statement of financial position. However, an adverse outcome in certain matters could have a material adverse effect on the results of operations for the period in which such matter is resolved, or an accrual is determined to be required, on the financial statement financial position, or on our reputation.

The Company evaluates the need for accruals of loss contingencies for each matter. When a liability for a matter is probable and can be estimated, the Company accrues an estimate of the loss offset by related insurance recoveries or other contributions, if any. An accrual may be subject to subsequent adjustment as a result of additional information and other developments. The resolution of matters is inherently difficult to predict, especially in the early stages of matter. Even if a loss is probable, due to many complex factors, such as speed of discovery and the timing of court decisions or rulings, a loss or range of loss may not be reasonably estimated until the later stages of the matter. For matters where a loss is material and it is either probable or reasonably possible then it is disclosed. For matters where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimated, no accrual is established, but the matter, if material, is disclosed.

Commitments

In the normal course of business, the Company provides specified guarantees and funding to MMHLLC and certain of its subsidiaries. As of December 31, 2023, the Company had approximately $800 million of these unsecured funding commitments to its subsidiaries and $261 million as of December 31, 2022. The unsecured commitments are included in private placements in the table below. As of December 31, 2023 and 2022, the Company had not funded, nor had an outstanding balance due on, these commitments.

In the normal course of business, the Company enters into letter of credit arrangements. The Company had outstanding letter of credit arrangements of approximately $77 million as of December 31, 2023 and approximately $77 million as of December 31, 2022. As of December 31, 2023 and 2022, the Company did not have any funding requests attributable to these letter of credit arrangements.

In the normal course of business, the Company enters into commitments to purchase certain investments. The majority of these commitments have funding periods that extend between one and five years. The Company is not required to fund commitments once the commitment period expires.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

As of December 31, 2023, the Company had the following outstanding commitments:

	2024		2025		2026		2027		2028		Thereafter		Total
	(In Millions)
Private placements	$	3,803	$	1,770	$	2,620	$	1,236	$	373	$	727	$	10,529
Mortgage loans		402		361		588		63		80		77		1,571
Partnerships and LLC		1,703		1,055		951		961		336		1,226		6,232
LIHTCs (including equity contributions)		-		-		-		-		1		42		43
Total	$	5,908	$	3,186	$	4,159	$	2,260	$	790	$	2,072	$	18,375

In the normal course of business the Company enters into commitments related to property lease arrangements, certain indemnities, investments and other business obligations. As of December 31, 2023 and 2022, the Company had no outstanding obligations attributable to these commitments.

Guarantees

In the normal course of business the Company enters into guarantees related to employee and retirement benefits, the maintenance of subsidiary regulatory capital, surplus levels and liquidity sufficient to meet certain obligations, and other property lease arrangements. If the Company were to recognize a liability, the financial statement impact would be to recognize either an expense or an investment in a subsidiary, controlled, or affiliated entity. The Company has no expectations for recoveries from third parties should these guarantees be triggered. As of December 31, 2023 and 2022, the Company had no outstanding obligations to any obligor attributable to these guarantees.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following details contingent guarantees that are made on behalf of the Company’s subsidiaries and affiliates as of December 31, 2023.

Type of guarantee	Nature of guarantee (including term) and events and circumstances that would require the guarantor to perform under guarantee	Carrying amount of liability	Maximum potential amount of future payments (undiscounted) required under the guarantee

Employee and Retirement Benefits	The Company guarantees the payment of certain employee and retirement benefits for its wholly-owned subsidiary Barings, if the subsidiary is unable to pay.	-	The liabilities for these plans of $564 million have been recorded on the subsidiaries’ books and represent the Company’s maximum obligation.

Capital and Surplus Support of Subsidiaries	Certain guarantees of the Company provide for the maintenance of a subsidiary’s regulatory capital, surplus levels and liquidity sufficient to meet certain obligations. These unlimited guarantees are made on behalf of certain wholly-owned subsidiaries. (C.M. Life and MML Bay State Life).	-	These guarantees are not limited and cannot be estimated.

Other Property Lease Arrangements	The Company guarantees the payment of various lease obligations on behalf of its subsidiaries and affiliates.	-	The future maximum potential obligations are immaterial to the Company.

Real Estate Development Guarantee	The construction lender for an office building in London, UK required a cost overrun guarantee equivalent to 8% of the total budgeted cost (£6 million). The Company will only be responsible for its pro rata share of any cost overruns with a maximum additional commitment of approximately £3 million.	-	£9 million
Secure Capital for Variable Annuity Separate Accounts	The Company guarantees the capital contributions required to be made by a variable annuity separate account contract holder in the event the contract holder fails to payoff a subscription line utilized to deploy capital for the separate account.	-	$135 million with the right to increase the line to $175 million.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

17.

Related party transactions

MassMutual has management and service contracts and cost-sharing arrangements with various subsidiaries and affiliates where MassMutual, for a fee, will furnish a subsidiary or affiliate, as required, operating facilities, human resources, computer software development and managerial services.

MassMutual has agreements with its subsidiaries and affiliates, including Insurance Road LLC, Copper Hill LLC, MML Investment Advisers LLC, The MassMutual Trust Company, FSB, MassMutual International LLC and Baring International Investment Limited, where MassMutual receives revenue for certain recordkeeping and other services that MassMutual provides to customers who select, as investment options, mutual funds managed by these affiliates.

MassMutual has agreements with its subsidiaries, Barings, MML Investment Advisers LLC and MassMutual Intellectual Property LLC, which provide investment advisory services and licensing agreements to MassMutual.

The following table summarizes the transactions between the Company and the related parties:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
Fee income:
Management and service contracts and cost-sharing arrangements	$	425	$	366	$	364
Investment advisory income		16		18		23
Recordkeeping and other services		11		16		20
Fee expense:
Investment advisory services		221		236		240
Royalty and licensing fees		84		71		58

The Company reported amounts due from subsidiaries and affiliates of $132 million as of December 31, 2023 and $103 million as of December 31, 2022. The Company reported amounts due to subsidiaries and affiliates of $39 million as of December 31, 2023 and $33 million as of December 31, 2022. Terms generally require settlement of these amounts within 30 to 90 days.

The Company held debt issued by MMHLLC that amounted to $2,144 million as of December 31, 2023 and $2,315 million as of December 31, 2022. The Company recorded interest income on MMHLLC debt of $125 million in 2023 and $94 million in 2022. The notes maturing as of June 2022 were refinanced at 5.00% for $257 million. The notes maturing as of December 15, 2023 were refinanced at 5.75% for $380 million. A new note was issued on December 22, 2023 with a maturity date of December 22, 2030 at 5.90% for $375 million.

As of December 31, 2023, MMIH and C.M. Life, together, provided financing of $5,500 million, $5,253 million and $247 million respectively, for MMAF that can be used to finance ongoing asset purchases. MMIH provided financing of $5,253 million as of December 31, 2023 and $5,253 million as of December 31, 2022. During 2022, MMAF borrowed $2,244 million and repaid $1,123 million under the credit facility. During 2023, MMAF borrowed $2,271 million and repaid $2,203 million under the credit facility. Outstanding borrowings under the facility were $4,824 million as of December 31, 2023 and $3,703 million as of December 31, 2022. Interest for these borrowings was $131 million for the year ended December 31, 2023 and $86 million for the year ended December 31, 2022. The floating rate borrowings bear interest at a spread over the 30 day LIBOR. The fixed rate borrowings bear an interest at a spread over average life Treasuries.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Together, MassMutual and C.M. Life, provide a credit facility to Jefferies Finance, LLC whereby Jefferies Finance, LLC (Jefferies) borrows cash through short-term approved financings to fund the purchase of loans for securitization. During 2023, Jefferies borrowed $79 million and repaid $79 million under the credit facility. During 2022, Jefferies borrowed $225 million and repaid $225 million under the credit facility. As of December 31, 2023, there were no outstanding borrowings under this facility. All outstanding interest due under the facility, as of December 31, 2023, had been paid. The interest of this facility is calculated based on a full pass through of interest accrued on the underlying loans purchased.

In 2023, MassMutual made capital contributions of $13 million to HavenTech Asia.

In 2023, MassMutual made capital contributions of $116 million to ITPS Holdings LLC.

In 2023, MassMutual made capital contributions of $88 million to MassMutual Mortgage Lending LLC, $50 million to MMIH Bond Holdings LLC, and $13 million to MML CM LLC.

In 2023, MassMutual purchased $531 million of private placement corporate assets from C.M. Life.

In 2022, Insurance Road LLC paid $90 million in dividends and a $123 million return of capital to MassMutual.

In 2022, MassMutual made capital contributions of $17 million to MassMutual International LLC.

In 2022, MassMutual made capital contributions of $35 million to ITPS Holding LLC.

In 2022, MassMutual transferred its ownership in Martello Re to MMHLLC of ($58) million.

In 2022, MassMutual transferred its ownership of partnerships and LLCs to MMHLLC of $194 million.

In 2022, MassMutual made contributions to DPI Acres Capital for $154 million.

In 2022, MassMutual made contributions of $27 million to downstream subsidiaries.

The Company has reinsurance agreements with its subsidiary, C.M. Life, and its indirect subsidiary, MML Bay State, including stop-loss, Modco and yearly renewable term agreements on life insurance and annuity products. The Company also has coinsurance agreements with C.M. Life where the Company assumes substantially all of the premium on certain universal life policies.

Effective December 31, 2020, MassMutual provides C.M. Life a stop-loss coverage to transfer a specific interest rate risk. All Odyssey fixed-deferred annuity contracts issued by C.M. Life are covered under this agreement. C.M. Life pays an annual premium to MassMutual. If the coverage is triggered, there will be a settlement at year end from MassMutual to C.M. Life. The maximum total liability of MassMutual under the agreement is $200 million over seven years.

As of December 31, 2023, the net reinsurance amounts due to C.M. Life and MML Bay State were $29 million and as of December 31, 2022, the net reinsurance amounts due to C.M. Life and MML Bay State were $53 million. These outstanding balances are due and payable with terms ranging from monthly to annually, depending on the agreement in effect.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following table summarizes the reinsurance transactions for these reinsurance agreements:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
Premium assumed	$	43	$	44	$	49
Modco adjustments, included in fees and other income		24		12		11
Expense allowance on reinsurance assumed, included in commissions		(13)		(13)		(13)
Policyholders’ benefits		(108)		(88)		(144)
Experience refunds (paid) received		1		(1)		-
Accrual for stop-loss agreement		-		(18)		-

The Company currently has one longevity swap reinsurance agreement with Rothesay Life Plc on certain inforce annuity products. Under this agreement, the Company is the reinsurer and Rothesay Life Plc is the cedent.

The following table summarizes the related party transactions between the Company and Rothesay Life Plc:

	Years Ended December 31,
	2023		2022		2021
	(In Millions)
Premium assumed	$	(248)	$	(203)	$	(165)
Policyholders’ benefits		235		192		157

For further information on common stocks - subsidiaries and affiliates, refer to Note 5c. “Common stocks - subsidiaries and affiliates.”

In the normal course of business, the Company provides specified guarantees and funding to MMHLLC and certain of its subsidiaries. Refer to Note 16e. “Commitments” for information on the Company’s accounting policies regarding these related party commitments and Note 16f. “Guarantees” for information on the guarantees.

18.

Subsidiaries and affiliated companies

A summary of ownership and relationship of the Company and its subsidiaries and affiliated companies as of December 31, 2023 is illustrated below. Subsidiaries are wholly owned, except as noted.

Subsidiaries of MassMutual

C.M. Life

Berkshire Way LLC

MML Special Situations Investor LLC

Timberland Forest Holding LLC – 37% (remaining 63% owned by MassMutual Trad Private Equity LLC)

MSP – SC, LLC

Insurance Road LLC

MM Copper Hill Road LLC

Jefferies Finance LLC– 50% (remaining 50% owned by Jefferies Group, Inc.)

MML Distributors LLC – 99% (remaining 1% owned by MassMutual Holding LLC)

MML Investment Advisers, LLC

Pioneers Gate LLC

MML Strategic Distributors, LLC

The MassMutual Trust Company, FSB

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

MassMutual Mortgage Lending LLC

MML Private Placement Investment Company I, LLC

MML Private Equity Fund Investor LLC

MM Private Equity Intercontinental LLC

MassMutual Holding LLC

MassMutual Investment Holding, LLC

MassMutual International, LLC

MML Mezzanine Investor II, LLC

MML Mezzanine Investor III, LLC

MassMutual External Benefits Group LLC

EM Opportunities LLC

MassMutual MCAM Insurance Company, Inc.

CML Global Capabilities

MM Global Capabilities I LLC

MM Global Capabilities II LLC

MM Global Capabilities III LLC

MML CM LLC

Glidepath Holdings Inc

ITPS Holding LLC

MM/Barings Mutifamily TEBS 2020 LLC

MM Direct Private Investments Holding LLC

MassMutual Ventures Europe/APAC I GP, LLC

MassMutual Ventures US IV, GP, LLC

DPI-ACRES Capital LLC

Amherst Long Term Holdings, LLC

Subsidiaries of C.M. Life Insurance Company

MML Bay State Life Insurance Company

CML Mezzanine Investor III, LLC

CML Special Situations Investor LLC

Subsidiaries of MML Bay State Life Insurance Company

(No subsidiaries)

Subsidiaries of Timberland Forest Holding LLC

Lyme Adirondack Forest Company, LLC

Subsidiaries of Insurance Road LLC

MassMutual Trad Private Equity LLC

MassMutual Intellectual Property LLC

Trad Investments LLC

MML Investment Advisers, LLC

(No Subsidiaries)

Pioneers Gate LLC

(No subsidiaries)

Subsidiaries of MassMutual Holding LLC

Fern Street LLC

Low Carbon Energy Holding

Haven Life Insurance Agency, LLC

MassMutual Assignment Company

MassMutual Capital Partners LLC

MassMutual Ventures Holding LLC

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

MM Rothesay Holdco US LLC

MML Investors Services, LLC

LifeScore Labs, LLC

Sleeper Street LLC

MM Asset Management Holding LLC

MM Catalyst Fund LLC

Aland Royalty Holdings LP

GASL Holdings LLC

Barings Asset-Based Income Fund (US) LP

Babson Capital Global Special Situation Credit Fund 2

Barings Global Real Assets Fund LP

Barings Global Special Situations Credit Fund 3

Barings North American Private Loan Fund LP

Marco Hotel LLC

HB Naples Golf Owner LLC

RB Apartments LLC

Subsidiaries of MassMutual International LLC

MassMutual Solutions LLC

Yunfeng Financial Group Limited

MassMutual Asia Limited (SPV)

Subsidiaries of CML CM LLC

Blueprint Income LLC

Flourish Digital Assets LLC

Flourish Financial LLC

Flourish Holding Company LLC

Flourish Technologies LLC

Subsidiaries of Glidepath Holdings Inc

Great American Life Insurance Company

AAG Insurance Agency, LLC

Annuity Investor Life Insurance Company

Great American Advisors, LLC

Manhattan National Holding Corporation

Subsidiaries of MassMutual Ventures Holding LLC

MassMutual Ventures US I LLC

MassMutual Ventures US II LLC

MassMutual Ventures US III LLC

MassMutual Ventures US IV LLC

MassMutual Ventures UK LLC

MassMutual Ventures Southeast Asia I LLC

MassMutual Ventures Southeast Asia II LLC

MassMutual Ventures Management LLC

MassMutual Ventures SEA Management Private Limited (an indirect subsidiary of Subsidiary of MassMutual Ventures Holding LLC)

Athens Fund Management LLC

Open Alternatives LLC

MML Investors Services, LLC

MMLISI Financial Alliances, LLC

MML Insurance agency, LLC

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Subsidiaries of Barings LLC (a subsidiary of MM Asset Management Holding LLC)

Barings Finance LLC

Barings Securities LLC

Barings Guernsey Limited

Barings Real Estate Acquisitions LLC

Barings Asset Management (Asia) Holdings Limited

Barings Multifamily Capital Holdings LLC

Barings Australia Real Estate Holdings Pty Ltd

Subsidiaries of Baring Asset Management Limited (an indirect subsidiary of MassMutual Baring Holding LLC)

Baring International Investment Limited

Baring International Investment Management Holdings Limited

Baring Fund Managers Limited

Baring Investment Services Limited

Barings Global Advisers Limited

Barings European Core Property Fund GP Sàrl

Barings BME GP Sàrl

Barings Core Fund Feeder I GP S.à.r.l.

Barings Investment Fund (LUX) GP S.à r.l

Barings GPC GP S.à.r.l

Barings Umbrella Fund (LUX) GP S.à.r.l

GPLF4(S) GP S.à r. l

PREIF Holdings Limited Partnership

Subsidiaries of Baring International Investment Limited

(No subsidiaries)

Subsidiaries of MassMutual Investment Holding

MML Management Corporation

MassMutual Asset Finance LLC

MMIH Bond Holdings LLC

Subsidiaries of MML Management Corporation

MassMutual Holding MSC, Inc.

MassMutual International Holding MSC, Inc.

Subsidiaries of MassMutual Asset Finance LLC

MMAF Equipment Finance LLC 2014-A

MMAF Equipment Finance LLC 2017-A

MMAF Equipment Finance LLC 2017-B

MMAF Equipment Finance LLC 2018-A

MMAF Equipment Finance LLC 2019-A

MMAF Equipment Finance LLC 2019-B

MMAF Equipment Finance LLC 2020–A

MMAF Equipment Finance LLC 2020–B

MMAF Equipment Finance LLC 2021-A

MMAF Equipment Finance LLC 2022-A

MMAF Equipment Finance LLC 2022-B

Rozier LLC

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Information regarding filings of Subsidiaries and Controlled Affiliates

The following presents certain information regarding the Company’s valuation filings for controlled affiliates of the Company:

		As of December 31, 2023
	CUSIP	Gross Value		Non-admitted		Admitted		Latest Filing	2022 Approved Valuation		Filing Code	Valuation Method Disallowed?
	($ in Millions)
MassMutual Holding LLC	57543#-11-8	$	17,592	$	-	$	17,592	8/30/2023	$	17,227	Sub-2	No
The MassMutual Trust Co, FSB	57631@-10-5		25		-		25	6/30/2023		25	Sub-2	No
MM Investment Holding	G5695@10-8		687		-		687	7/12/2023		659	Sub-2	No
MM Investment Holding	G5695@11-6		1,162		-		1,162	7/12/2023		1,071	Sub-2	No
Glidepath Holdings Inc	37930@-10-5		3,643		-		3,643	11/11/2022		3,475	Sub-2	No
Aggregate Total		$	23,109	$	-	$	23,109		$	22,457

19.

Subsequent events

Management of the Company has evaluated subsequent events through February 27, 2024, the date the financial statements were available to be issued to state regulators and subsequently on the Company’s website. No events have occurred subsequent to the date of the financial statements, except for:

On January 17, 2024, MassMutual issued a $650 million funding agreement with a 4.85% fixed rate and a 5-year maturity.

On January 29, 2024, MassMutual issued a $300 million funding agreement with a floating rate based on the Secured Overnight Financing Rate and a 3-year maturity.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

20.

Impairment listing for loan-backed and structured securities

The following are the total cumulative adjustments and impairments for loan-backed and structured securities since July 1, 2009:

Period Ended	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
December 31, 2023	$	53,672,524	$	-	$	53,672,524	$	51,118,891	$	(2,553,633)	$	51,118,891	$	42,903,097
September 30, 2023		24,928,010		-		24,928,010		24,065,666		(862,344)		24,065,666		21,743,474
June 30, 2023		16,432,523		-		16,432,523		15,955,963		(476,560)		15,955,963		15,431,923
March 31, 2023		56,797,193		-		56,797,193		45,999,577		(10,797,616)		45,999,577		39,477,567
December 31, 2022		47,152,655		-		47,152,655		42,630,344		(4,522,311)		42,630,344		35,962,545
September 30, 2022		23,315,048		-		23,315,048		22,016,070		(1,298,978)		22,016,070		19,284,696
June 30, 2022		17,306,639		-		17,306,639		15,826,391		(1,480,248)		15,826,391		13,534,918
March 31, 2022		30,135,997		-		30,135,997		23,857,778		(6,278,218)		23,857,778		23,674,371
December 31, 2021		6,658,614		-		6,658,615		6,490,508		(168,107)		6,490,508		6,369,198
September 30, 2021		4,061,382		-		4,061,382		3,955,723		(105,659)		3,955,723		3,595,213
June 30, 2021		11,352,643		-		11,352,642		10,386,581		(966,063)		10,386,581		11,323,900
March 31, 2021		11,247,256		-		11,247,257		5,074,493		(6,172,764)		5,074,493		5,237,174
December 31, 2020		16,071,907		-		16,071,907		14,674,300		(1,397,607)		14,674,300		15,473,517
September 30, 2020		21,375,383		-		21,375,383		19,160,250		(2,215,134)		19,160,250		18,862,027
June 30, 2020		10,180,123		-		10,180,123		8,992,610		(1,187,513)		8,992,610		9,249,851
March 31, 2020		24,799,788		-		24,799,788		20,197,344		(4,602,443)		20,197,344		24,683,947
December 31, 2019		3,992,400		-		3,992,400		3,539,281		(453,119)		3,539,281		3,439,138
September 30, 2019		16,909,029		-		16,909,029		15,191,932		(1,717,097)		15,191,932		14,639,756
June 30, 2019		6,980,030		-		6,980,030		6,187,029		(793,001)		6,187,029		7,133,620
March 31, 2019		7,791,000		-		7,791,000		7,634,637		(156,363)		7,634,637		7,683,021
December 31, 2018		4,550,173		-		4,550,173		3,815,559		(734,614)		3,815,559		4,014,514
September 30, 2018		4,320,826		-		4,320,826		3,663,181		(657,645)		3,663,181		3,687,297
June 30, 2018		634,235		-		634,235		279,221		(355,014)		279,221		386,752
March 31, 2018		645,690		-		645,690		488,181		(157,509)		488,181		448,494
December 31, 2017		3,949,513		-		3,949,513		1,958,759		(1,990,754)		1,958,759		2,023,952
September 30, 2017		4,436,542		-		4,436,542		876,942		(3,559,600)		876,942		4,647,683
June 30, 2017		40,538,551		-		40,538,551		39,808,956		(729,595)		39,808,956		60,990,732
March 31, 2017		41,788,380		-		41,788,380		41,391,889		(396,491)		41,391,889		56,156,936
December 31, 2016		42,175,938		-		42,175,938		42,045,721		(130,217)		42,045,721		54,619,477
September 30, 2016		44,266,478		-		44,266,478		41,890,535		(2,375,942)		41,890,535		61,300,066
June 30, 2016		49,097,217		-		49,097,217		48,202,703		(894,514)		48,202,703		63,207,410
March 31, 2016		57,985,071		-		57,985,071		55,783,979		(2,201,092)		55,783,979		70,578,397
December 31, 2015		4,881,394		-		4,881,394		4,783,194		(98,200)		4,783,194		4,728,736
September 30, 2015		50,531,382		-		50,531,382		45,665,859		(4,865,524)		45,665,859		58,523,652
June 30, 2015		66,924,927		-		66,924,927		65,240,585		(1,684,341)		65,240,585		72,953,475
March 31, 2015		17,856,447		-		17,856,447		17,681,510		(174,937)		17,681,510		17,553,999
December 31, 2014		69,225,743		-		69,225,743		68,301,291		(924,452)		68,301,291		79,410,553
September 30, 2014		645,721		-		645,721		604,437		(41,284)		604,437		627,381
June 30, 2014		57,012,606		-		57,012,606		55,422,168		(1,590,438)		55,422,168		75,253,388
March 31, 2014		91,702,041		-		91,702,041		80,744,074		(10,957,967)		80,744,074		97,672,071
December 31, 2013		113,707,951		-		113,707,951		108,815,640		(4,892,311)		108,815,640		111,783,052
September 30, 2013		81,945,730		-		81,945,730		80,589,482		(1,356,248)		80,589,482		77,049,314
June 30, 2013		147,215,936		-		147,215,936		142,140,572		(5,075,365)		142,140,572		130,973,023
March 31, 2013		194,772,025		-		194,772,025		188,372,089		(6,399,936)		188,372,089		176,678,910
December 31, 2012		378,096,660		-		378,096,660		366,323,110		(11,773,550)		366,323,110		333,086,073
September 30, 2012		816,573,456		-		816,573,456		788,350,823		(28,222,633)		788,350,823		697,683,289
June 30, 2012		912,025,937		-		912,025,937		890,494,221		(21,531,716)		890,494,221		708,872,106
March 31, 2012		1,095,018,529		-		1,095,018,529		1,058,132,041		(36,886,488)		1,058,132,041		841,095,013
December 31, 2011		1,090,904,993		-		1,090,904,993		1,056,761,288		(34,143,705)		1,056,761,288		754,310,838
September 30, 2011		762,320,632		-		762,320,632		738,510,048		(23,810,584)		738,510,048		546,494,232

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

June 30, 2011	1,130,732,656		-	1,130,732,656	1,078,535,670		(52,196,986)	1,078,535,670	839,143,290
March 31, 2011	1,097,705,351		-	1,097,705,351	1,068,852,204		(28,853,147)	1,068,852,204	816,688,348
December 31, 2010	968,742,508		-	968,742,508	950,111,417		(18,631,091)	950,111,417	708,895,637
September 30, 2010	915,728,030		-	915,728,030	889,896,058		(25,831,972)	889,896,058	673,462,493
June 30, 2010	1,362,887,892		-	1,362,887,892	1,335,628,212		(27,259,681)	1,335,628,212	975,241,506
March 31, 2010	1,471,905,696		-	1,471,905,696	1,391,337,543		(80,568,153)	1,391,337,543	1,015,645,802
December 31, 2009	1,349,124,214		-	1,349,124,214	1,290,817,168		(58,307,047)	1,290,817,168	852,088,739
September 30, 2009	2,953,442,689		(106,853,708)	2,846,588,981	2,700,948,264		(145,640,717)	2,700,948,264	1,692,409,640
Totals		$	(106,853,708)			$	(694,106,238)

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2023:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
040104RV5	$	2,347,899	$	-	$	2,347,899	$	2,282,725	$	(65,174)	$	2,282,725	$	1,302,564
040104TF8		54,340		-		54,340		52,649		(1,691)		52,649		32,844
040104TG6		691,003		-		691,003		659,349		(31,654)		659,349		425,196
04012XAC9		181,150		-		181,150		170,182		(10,968)		170,182		110,338
12479DAC2		1,630,508		-		1,630,508		1,585,965		(44,543)		1,585,965		1,297,291
1248MGAJ3		58,623		-		58,623		57,506		(1,117)		57,506		34,138
17311YAC7		1,187,982		-		1,187,982		1,153,900		(34,082)		1,153,900		1,128,264
30247DAD3		1,217,263		-		1,217,263		1,201,793		(15,470)		1,201,793		492,353
35729RAE6		3,593,051		-		3,593,051		3,420,695		(172,356)		3,420,695		3,107,574
40431KAE0		1,990,110		-		1,990,110		1,933,246		(56,864)		1,933,246		2,021,305
45071KDD3		564,498		-		564,498		527,624		(36,874)		527,624		361,094
46629NAC7		44,849		-		44,849		43,647		(1,202)		43,647		26,205
46630KAA4		125,971		-		125,971		124,577		(1,394)		124,577		143,209
61749BAB9		80,209		-		80,209		75,699		(4,510)		75,699		62,492
61750FAE0		545,703		-		545,703		520,383		(25,320)		520,383		363,586
617526AE8		486,709		-		486,709		455,151		(31,558)		455,151		187,873
86359DXD4		453,194		-		453,194		443,928		(9,266)		443,928		154,120
073882AC6		71,557		-		71,557		48,705		(22,852)		48,705		70,671
12668ABP9		129,890		-		129,890		116,635		(13,255)		116,635		133,533
22943HAD8		3,271,684		-		3,271,684		3,247,368		(24,316)		3,247,368		1,868,818
251513AQ0		40,724		-		40,724		38,804		(1,920)		38,804		36,075
45254TRX4		72,218		-		72,218		71,387		(831)		71,387		56,387
45254TSM7		548,532		-		548,532		528,758		(19,774)		528,758		461,568
45660LAU3		56,496		-		56,496		52,294		(4,202)		52,294		56,783
45660LYW3		859,170		-		859,170		822,796		(36,374)		822,796		663,220
466247XE8		664,779		-		664,779		659,135		(5,644)		659,135		476,466
59020UW43		62,573		-		62,573		53,844		(8,729)		53,844		62,448
61915RBZ8		278,208		-		278,208		277,681		(527)		277,681		147,160
761118FM5		1,510,955		-		1,510,955		1,466,742		(44,213)		1,466,742		1,474,675
761118RJ9		128,234		-		128,234		127,627		(607)		127,627		62,725
85554NAG5		74,686		-		74,686		64,953		(9,733)		64,953		71,686
86358HHX0		174,701		-		174,701		164,900		(9,801)		164,900		128,481
86359BLQ2		695,503		-		695,503		655,372		(40,131)		655,372		471,720
92978EAA2		143,827		-		143,827		140,068		(3,759)		140,068		69,546
41161PTP8		222,917		-		222,917		220,268		(2,649)		220,268		158,889
41161PWB5		610,727		-		610,727		606,127		(4,600)		606,127		558,552
45660N5H4		1,863,029		-		1,863,029		1,822,939		(40,090)		1,822,939		1,020,735
45660NT88		20,836		-		20,836		20,337		(499)		20,337		12,881
576433H33		1,161,358		-		1,161,358		989,170		(172,188)		989,170		735,308
61915RBB1		2,021,487		-		2,021,487		2,020,812		(675)		2,020,812		1,337,686
86360UAF3		1,108,924		-		1,108,924		1,088,747		(20,177)		1,088,747		706,779
05949CCB0		31,358		-		31,358		30,629		(729)		30,629		32,023

100

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

17309FAE8		54,306		-		54,306		54,227		(79)		54,227		72,467
362341VU0		1,364,188		-		1,364,188		1,354,304		(9,884)		1,354,304		1,273,386
36298XAA0		5,896,550		-		5,896,550		5,835,572		(60,978)		5,835,572		4,308,340
576433NH5		314,175		-		314,175		303,311		(10,864)		303,311		189,068
57645LAA2		10,260,489		-		10,260,489		9,150,641		(1,109,848)		9,150,641		11,015,616
86359DMC8		4,340,486		-		4,340,486		4,016,353		(324,133)		4,016,353		3,563,716
86359DME4		364,895		-		364,895		359,366		(5,529)		359,366		355,243
Totals	$	53,672,524	$	-	$	53,672,524	$	51,118,891	$	(2,553,633)	$	51,118,891	$	42,903,097

The following is the impairment listing for loan-backed and structured securities for the three months ended September 30, 2023:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
05535DCF9	$	1,782,860	$	-	$	1,782,860	$	1,774,615	$	(8,245)	$	1,774,615	$	1,615,108
1248MGAJ3		42,122		-		42,122		40,755		(1,367)		40,755		34,109
17311YAC7		1,214,183		-		1,214,183		1,173,580		(40,603)		1,173,580		1,158,277
30247DAD3		544,986		-		544,986		530,143		(14,843)		530,143		485,430
40431KAE0		2,020,232		-		2,020,232		1,964,115		(56,117)		1,964,115		1,941,678
46629NAC7		33,121		-		33,121		32,454		(667)		32,454		26,826
46630KAA4		152,848		-		152,848		149,286		(3,562)		149,286		140,157
57643LMP8		664,369		-		664,369		615,398		(48,971)		615,398		616,435
590212AB2		33,970		-		33,970		29,921		(4,049)		29,921		33,420
86359DXD4		169,272		-		169,272		159,443		(9,829)		159,443		163,801
86363HAB8		33,650		-		33,650		32,774		(876)		32,774		29,320
93934XAB9		123,880		-		123,880		115,382		(8,498)		115,382		121,783
05535DAN4		674,819		-		674,819		518,140		(156,679)		518,140		538,849
12667FYS8		83,749		-		83,749		70,404		(13,345)		70,404		83,180
12667GKG7		44,892		-		44,892		43,316		(1,576)		43,316		45,430
22943HAD8		3,333,227		-		3,333,227		3,209,290		(123,937)		3,209,290		1,862,665
32053LAA0		18,494		-		18,494		18,440		(54)		18,440		17,268
43739EAP2		1,209,064		-		1,209,064		1,182,999		(26,065)		1,182,999		1,133,684
45254TSM7		541,921		-		541,921		538,498		(3,423)		538,498		461,187
45660LYW3		775,781		-		775,781		720,142		(55,639)		720,142		694,930
466247XE8		565,725		-		565,725		560,689		(5,036)		560,689		492,033
61749LAN1		101,590		-		101,590		90,612		(10,978)		90,612		106,962
61915RBZ8		164,901		-		164,901		163,993		(908)		163,993		148,770
65535VRK6		471,315		-		471,315		442,770		(28,545)		442,770		467,415
761118RJ9		89,235		-		89,235		81,669		(7,566)		81,669		67,865
86358HHX0		168,641		-		168,641		166,229		(2,412)		166,229		118,809
86359A6A6		484,213		-		484,213		466,106		(18,107)		466,106		432,201
92978EAA2		80,092		-		80,092		77,179		(2,913)		77,179		72,870
126694YM4		579,079		-		579,079		572,556		(6,523)		572,556		496,668
41161PTP8		204,192		-		204,192		176,002		(28,190)		176,002		158,045
41161PWB5		670,938		-		670,938		662,621		(8,317)		662,621		557,761
61915RBB1		1,481,939		-		1,481,939		1,476,700		(5,239)		1,476,700		1,345,239
17309FAE8		73,197		-		73,197		54,698		(18,499)		54,698		75,336
362341VU0		1,378,634		-		1,378,634		1,378,467		(167)		1,378,467		1,232,954
36298XAA0		4,569,319		-		4,569,319		4,451,723		(117,596)		4,451,723		4,338,427
576433NH5		347,560		-		347,560		324,557		(23,003)		324,557		428,582
Totals	$	24,928,010	$	-	$	24,928,010	$	24,065,666	$	(862,344)	$	24,065,666	$	21,743,474

101

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed and structured securities for the three months ended June 30, 2023:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
00442FAB8	$	50,571	$	-	$	50,571	$	38,681	$	(11,890)	$	38,681	$	8,265
040104RV5		1,421,615		-		1,421,615		1,379,721		(41,894)		1,379,721		1,316,932
1248MGAJ3		42,545		-		42,545		42,165		(380)		42,165		34,889
17311YAC7		1,241,873		-		1,241,873		1,206,602		(35,271)		1,206,602		1,232,111
40431KAE0		2,053,478		-		2,053,478		2,006,843		(46,635)		2,006,843		2,030,117
45071KDD3		360,529		-		360,529		358,225		(2,304)		358,225		357,570
61750FAE0		396,971		-		396,971		394,270		(2,701)		394,270		358,577
84752CAE7		555,369		-		555,369		510,004		(45,365)		510,004		679,671
86359DXD4		182,513		-		182,513		169,184		(13,329)		169,184		170,546
92926SAB2		385		-		385		380		(5)		380		379
12667FYL3		212,185		-		212,185		199,941		(12,244)		199,941		201,624
12669FKR3		40,116		-		40,116		37,606		(2,510)		37,606		37,952
18974BAA7		131,289		-		131,289		130,311		(978)		130,311		133,783
18974BAN9		67,323		-		67,323		64,834		(2,489)		64,834		69,970
22540VG71		35,173		-		35,173		35,094		(79)		35,094		35,963
23321P6A1		1,405,020		-		1,405,020		1,371,044		(33,976)		1,371,044		1,329,368
32053LAA0		18,926		-		18,926		18,853		(73)		18,853		18,262
45660LAU3		69,258		-		69,258		65,015		(4,243)		65,015		67,725
466247XE8		578,949		-		578,949		575,151		(3,798)		575,151		499,997
525221AJ6		502,913		-		502,913		502,636		(277)		502,636		524,046
61915RBZ8		173,679		-		173,679		173,638		(41)		173,638		155,279
86358HHX0		176,678		-		176,678		173,936		(2,742)		173,936		129,387
92978EAA2		80,634		-		80,634		80,479		(155)		80,479		72,910
93935PAH2		112,081		-		112,081		105,729		(6,352)		105,729		109,259
05946XYP2		267,693		-		267,693		266,462		(1,231)		266,462		225,954
86360UAF3		977,832		-		977,832		929,807		(48,025)		929,807		761,473
92922FWU8		357,222		-		357,222		355,654		(1,568)		355,654		335,837
12669GTE1		4,194		-		4,194		3,937		(257)		3,937		4,201
32051DCJ9		41,478		-		41,478		41,458		(20)		41,458		39,754
36298XAA0		4,842,551		-		4,842,551		4,688,750		(153,801)		4,688,750		4,460,917
92922FBW7		31,480		-		31,480		29,553		(1,927)		29,553		29,205
Totals	$	16,432,523	$	-	$	16,432,523	$	15,955,963	$	(476,560)	$	15,955,963	$	15,431,923

The following is the impairment listing for loan-backed and structured securities for the three months ended March 31, 2023:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
12624QAC7	$	3,512,422	$	-	$	3,512,422	$	3,120,715	$	(391,707)	$	3,120,715	$	1,664,875
12624SAE9		2,546,182		-		2,546,182		2,252,873		(293,309)		2,252,873		672,000
36192RAL6		2,950,000		-		2,950,000		1,475,000		(1,475,000)		1,475,000		527,313
040104RV5		1,466,218		-		1,466,218		1,404,587		(61,631)		1,404,587		1,357,561
040104TF8		44,673		-		44,673		40,179		(4,494)		40,179		34,156
040104TG6		471,373		-		471,373		395,907		(75,466)		395,907		442,138
04012XAC9		136,023		-		136,023		130,363		(5,660)		130,363		111,736
1248MBAF2		12,589,914		-		12,589,914		5,496,141		(7,093,773)		5,496,141		5,479,168
1248MGAJ3		43,914		-		43,914		42,609		(1,305)		42,609		35,260
17311YAC7		1,273,018		-		1,273,018		1,228,216		(44,802)		1,228,216		1,264,914
30247DAD3		572,150		-		572,150		552,362		(19,788)		552,362		512,472
35729RAE6		3,632,752		-		3,632,752		3,523,491		(109,261)		3,523,491		3,272,827
40431KAE0		2,092,929		-		2,092,929		2,043,034		(49,895)		2,043,034		2,095,485
45071KDD3		419,880		-		419,880		359,858		(60,022)		359,858		365,022

102

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

46629NAC7		34,588		-		34,588		32,979		(1,609)		32,979		27,783
46630KAA4		158,523		-		158,523		155,152		(3,371)		155,152		149,476
617463AA2		8,734		-		8,734		7,949		(785)		7,949		6,705
61749BAB9		61,518		-		61,518		60,870		(648)		60,870		64,742
61750FAE0		412,694		-		412,694		394,112		(18,582)		394,112		366,377
61750MAB1		3,264		-		3,264		3,129		(135)		3,129		3,014
61755AAB2		3,183		-		3,183		2,639		(544)		2,639		2,526
86359DXD4		193,613		-		193,613		183,061		(10,552)		183,061		184,312
86363HAB8		36,193		-		36,193		34,244		(1,949)		34,244		30,923
92926SAB2		493		-		493		381		(112)		381		382
93934XAB9		137,528		-		137,528		122,528		(15,000)		122,528		129,850
12668ALV5		1,990,831		-		1,990,831		1,755,977		(234,854)		1,755,977		1,754,077
22540VG71		36,270		-		36,270		36,232		(38)		36,232		37,823
22943HAD8		3,510,613		-		3,510,613		3,380,974		(129,639)		3,380,974		1,886,340
32053LAA0		19,363		-		19,363		19,262		(101)		19,262		18,644
45254TRX4		23,933		-		23,933		23,574		(359)		23,574		23,161
45254TSM7		615,674		-		615,674		594,492		(21,182)		594,492		528,927
45660LAU3		57,004		-		57,004		56,426		(578)		56,426		55,897
45660LYW3		797,875		-		797,875		786,087		(11,788)		786,087		724,845
466247XE8		622,921		-		622,921		612,163		(10,758)		612,163		537,075
525221AJ6		561,909		-		561,909		502,260		(59,649)		502,260		551,875
61915RBZ8		178,926		-		178,926		178,879		(47)		178,879		164,881
65535VRK6		479,926		-		479,926		469,432		(10,494)		469,432		495,515
75115DAH8		3,502		-		3,502		3,266		(236)		3,266		3,118
761118FM5		1,722,865		-		1,722,865		1,583,656		(139,209)		1,583,656		1,584,522
76112BUE8		107,208		-		107,208		96,659		(10,549)		96,659		122,032
855541AC2		219,356		-		219,356		180,352		(39,004)		180,352		226,114
86359BLQ2		792,449		-		792,449		779,863		(12,586)		779,863		701,652
92978EAA2		83,791		-		83,791		81,555		(2,236)		81,555		79,259
92979DAA3		15,795		-		15,795		15,379		(416)		15,379		15,469
41161PWB5		723,595		-		723,595		713,315		(10,280)		713,315		587,280
45660N5H4		1,202,840		-		1,202,840		1,156,288		(46,552)		1,156,288		1,159,986
45660NT88		14,960		-		14,960		14,830		(130)		14,830		14,372
92922F5T1		1,438,953		-		1,438,953		1,412,027		(26,926)		1,412,027		1,244,390
939336X65		1,599,517		-		1,599,517		1,419,593		(179,924)		1,419,593		1,427,509
05949CCB0		34,367		-		34,367		34,278		(89)		34,278		35,010
32051DCJ9		44,524		-		44,524		44,461		(63)		44,461		43,405
36228FWU6		150,442		-		150,442		141,049		(9,393)		141,049		147,677
362341VU0		1,530,315		-		1,530,315		1,520,759		(9,556)		1,520,759		1,428,432
36298XAA0		4,788,213		-		4,788,213		4,743,999		(44,214)		4,743,999		4,501,267
5899292N7		48,660		-		48,660		47,935		(725)		47,935		46,874
589929N38		42,499		-		42,499		40,236		(2,263)		40,236		39,978
59020UNZ4		89,539		-		89,539		75,877		(13,662)		75,877		85,656
86359DME4		439,975		-		439,975		415,180		(24,795)		415,180		400,433
929227ZF6		6,804		-		6,804		883		(5,921)		883		3,055
Totals	$	56,797,193	$	-	$	56,797,193	$	45,999,577	$	(10,797,616)	$	45,999,577	$	39,477,567

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2022:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
12624QAC7	$	3,800,115	$	-	$	3,800,115	$	3,420,115	$	(380,000)	$	3,420,115	$	1,588,875
12624SAE9		2,716,498		-		2,716,498		2,435,538		(280,960)		2,435,538		835,883
36192RAL6		2,950,670		-		2,950,670		1,475,670		(1,475,000)		1,475,670		1,096,111
00442FAB8		54,320		-		54,320		42,042		(12,278)		42,042		9,321
02660CAH3		30,449		-		30,449		27,509		(2,940)		27,509		621

103

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

040104RV5		1,538,602		-		1,538,602		1,447,321		(91,281)		1,447,321		1,361,477
040104TF8		46,015		-		46,015		44,165		(1,850)		44,165		34,412
04012XAC9		140,344		-		140,344		134,035		(6,309)		134,035		114,094
04544TAB7		29,637		-		29,637		8,031		(21,606)		8,031		27,105
12479DAC2		1,754,671		-		1,754,671		1,705,748		(48,923)		1,705,748		1,321,385
1248MGAJ3		45,771		-		45,771		43,936		(1,835)		43,936		36,622
17311YAC7		1,339,319		-		1,339,319		1,249,956		(89,363)		1,249,956		1,251,680
30247DAD3		615,686		-		615,686		576,172		(39,514)		576,172		523,602
35729RAE6		3,769,442		-		3,769,442		3,620,540		(148,902)		3,620,540		3,166,561
40431KAE0		2,102,171		-		2,102,171		2,066,603		(35,567)		2,066,603		2,080,134
46630KAA4		163,709		-		163,709		160,394		(3,316)		160,394		150,262
57643LMP8		699,246		-		699,246		655,527		(43,720)		655,527		703,992
590212AB2		36,752		-		36,752		32,892		(3,860)		32,892		35,553
61749BAB9		25,730		-		25,730		18,784		(6,946)		18,784		19,869
61750FAE0		427,971		-		427,971		409,815		(18,156)		409,815		364,414
61750MAB1		3,966		-		3,966		3,252		(714)		3,252		3,061
84752CAE7		780,353		-		780,353		534,007		(246,346)		534,007		735,662
86359DXD4		207,910		-		207,910		194,222		(13,688)		194,222		192,670
86363HAB8		38,745		-		38,745		36,881		(1,864)		36,881		32,197
05535DAN4		815,322		-		815,322		781,142		(34,180)		781,142		668,809
12667GKG7		48,651		-		48,651		47,599		(1,052)		47,599		49,753
17025RAA3		274,474		-		274,474		222,741		(51,733)		222,741		264,605
22943HAD8		3,639,676		-		3,639,676		3,553,679		(85,998)		3,553,679		1,966,703
251563FB3		21,743		-		21,743		18,668		(3,075)		18,668		21,315
32053LAA0		20,430		-		20,430		19,665		(765)		19,665		19,195
362290AC2		165,551		-		165,551		119,985		(45,566)		119,985		163,292
43739EAP2		1,491,643		-		1,491,643		1,378,947		(112,696)		1,378,947		1,338,336
45254TRX4		27,269		-		27,269		24,861		(2,408)		24,861		24,629
45660LYW3		807,355		-		807,355		801,731		(5,623)		801,731		740,968
466247XE8		648,455		-		648,455		636,766		(11,689)		636,766		552,507
589929X29		476,677		-		476,677		442,351		(34,326)		442,351		455,505
59020UW43		96,706		-		96,706		67,631		(29,075)		67,631		81,213
61915RBZ8		182,035		-		182,035		180,158		(1,878)		180,158		165,479
65535VRK6		496,060		-		496,060		477,703		(18,357)		477,703		503,077
86358HHX0		185,982		-		185,982		180,224		(5,758)		180,224		138,376
86359BLQ2		912,392		-		912,392		860,886		(51,506)		860,886		788,258
92978EAA2		87,160		-		87,160		83,990		(3,170)		83,990		80,341
41161PHU0		1,288,335		-		1,288,335		1,111,121		(177,215)		1,111,121		1,242,875
41161PTP8		79,162		-		79,162		70,296		(8,866)		70,296		69,500
41161PWB5		748,794		-		748,794		743,267		(5,528)		743,267		642,772
45660N5H4		1,326,680		-		1,326,680		1,291,747		(34,933)		1,291,747		1,293,674
05949CCB0		37,242		-		37,242		34,365		(2,878)		34,365		35,868
36298XAA0		4,996,628		-		4,996,628		4,820,011		(176,617)		4,820,011		4,541,703
36298XAB8		4,960,140		-		4,960,140		4,317,655		(642,484)		4,317,655		4,428,229
Totals	$	47,152,655	$	-	$	47,152,655	$	42,630,344	$	(4,522,311)	$	42,630,344	$	35,962,545

The following is the impairment listing for loan-backed and structured securities for the three months ended September 30, 2022:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
01853GAB6	$	14,137	$	-	$	14,137	$	14,133	$	(4)	$	14,133	$	81,535
02660CAH3		30,416		-		30,416		30,133		(283)		30,133		520
040104RV5		1,615,798		-		1,615,798		1,524,246		(91,552)		1,524,246		1,400,628
040104TF8		51,554		-		51,554		45,567		(5,987)		45,567		35,698
040104TG6		548,457		-		548,457		448,751		(99,706)		448,751		462,045
04012XAC9		158,236		-		158,236		138,996		(19,240)		138,996		114,648
1248MGAJ3		48,376		-		48,376		46,059		(2,317)		46,059		37,828
14454AAB5		676,443		-		676,443		675,900		(543)		675,900		797,469
35729RAE6		4,081,381		-		4,081,381		3,766,230		(315,151)		3,766,230		3,254,010
40431KAE0		2,165,192		-		2,165,192		2,079,404		(85,788)		2,079,404		2,080,910

104

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

46629NAC7		37,064		-		37,064		34,532		(2,532)		34,532		28,639
46630KAA4		168,908		-		168,908		166,176		(2,733)		166,176		156,211
57643LMP8		794,964		-		794,964		695,958		(99,006)		695,958		707,626
617463AA2		9,759		-		9,759		8,712		(1,047)		8,712		6,788
61750FAE0		472,290		-		472,290		426,190		(46,100)		426,190		370,275
617526AE8		213,790		-		213,790		183,317		(30,473)		183,317		205,107
86359DXD4		258,372		-		258,372		209,421		(48,950)		209,421		209,160
86363HAB8		42,386		-		42,386		39,363		(3,023)		39,363		33,395
93934XAB9		173,541		-		173,541		135,596		(37,945)		135,596		152,650
05535DAN4		846,722		-		846,722		844,091		(2,632)		844,091		719,154
12667GKG7		53,610		-		53,610		50,015		(3,595)		50,015		52,574
12668ACY9		196,165		-		196,165		158,127		(38,037)		158,127		199,829
18974BAA7		139,604		-		139,604		135,673		(3,931)		135,673		142,094
22540VG71		39,290		-		39,290		38,205		(1,085)		38,205		39,865
22943HAD8		3,726,422		-		3,726,422		3,648,804		(77,618)		3,648,804		1,947,539
45254TSM7		666,066		-		666,066		648,569		(17,497)		648,569		557,450
466247XE8		670,770		-		670,770		665,673		(5,097)		665,673		576,833
525221AJ6		554,561		-		554,561		553,790		(771)		553,790		552,476
59020UW43		99,571		-		99,571		98,502		(1,069)		98,502		80,640
65535VRK6		537,959		-		537,959		492,267		(45,692)		492,267		506,957
75116CET9		52,218		-		52,218		37,480		(14,738)		37,480		51,726
92926UAC5		57,744		-		57,744		45,834		(11,910)		45,834		55,826
92978EAA2		93,378		-		93,378		87,280		(6,098)		87,280		83,812
23332UCM4		26,121		-		26,121		24,163		(1,958)		24,163		25,263
41161PTP8		76,675		-		76,675		72,259		(4,416)		72,259		68,493
41161PWB5		796,629		-		796,629		761,585		(35,044)		761,585		655,513
45660N5H4		1,475,897		-		1,475,897		1,375,793		(100,104)		1,375,793		1,309,005
362341VU0		1,644,583		-		1,644,583		1,609,277		(35,306)		1,609,277		1,524,505
Totals	$	23,315,048	$	-	$	23,315,048	$	22,016,070	$	(1,298,978)	$	22,016,070	$	19,284,696

The following is the impairment listing for loan-backed and structured securities for the three months ended June 30, 2022:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
01853GAB6	$	66,515	$	-	$	66,515	$	11,444	$	(55,072)	$	11,444	$	88,216
040104RV5		1,784,407		-		1,784,407		1,603,660		(180,747)		1,603,660		1,520,334
040104TF8		38,441		-		38,441		35,870		(2,572)		35,870		27,369
04012XAC9		110,303		-		110,303		106,039		(4,264)		106,039		85,613
1248MGAJ3		33,572		-		33,572		31,812		(1,760)		31,812		27,009
14454AAB5		881,442		-		881,442		677,715		(203,728)		677,715		840,850
35729RAE6		4,202,719		-		4,202,719		4,089,490		(113,229)		4,089,490		3,504,758
45071KDD3		273,858		-		273,858		258,285		(15,573)		258,285		253,045
61749BAB9		51,130		-		51,130		41,427		(9,703)		41,427		50,025
86359DXD4		272,114		-		272,114		262,835		(9,280)		262,835		230,996
86363HAB8		33,458		-		33,458		28,887		(4,571)		28,887		26,054
05535DAN4		1,158,770		-		1,158,770		873,964		(284,806)		873,964		779,790
07387AFX8		65,702		-		65,702		54,499		(11,203)		54,499		65,889
12668ABP9		177,942		-		177,942		145,191		(32,751)		145,191		170,379
18974BAA7		163,686		-		163,686		159,493		(4,193)		159,493		158,996
18974BAN9		77,869		-		77,869		70,973		(6,896)		70,973		75,478
22943HAD8		4,013,588		-		4,013,588		3,751,800		(261,788)		3,751,800		2,037,389
45254TRX4		45,557		-		45,557		40,333		(5,224)		40,333		42,158
525221AJ6		718,882		-		718,882		583,189		(135,692)		583,189		606,787
59020UW43		106,578		-		106,578		102,698		(3,880)		102,698		124,978
761118FM5		1,217,616		-		1,217,616		1,142,589		(75,026)		1,142,589		1,144,285
85554NAG5		94,558		-		94,558		80,862		(13,696)		80,862		90,860
92978EAA2		67,304		-		67,304		65,210		(2,094)		65,210		61,610
45660N5H4		1,537,499		-		1,537,499		1,502,180		(35,320)		1,502,180		1,379,463
12669GXW6		44,815		-		44,815		41,990		(2,826)		41,990		77,371
589929N38		68,312		-		68,312		63,956		(4,356)		63,956		65,216
Totals	$	17,306,639	$	-	$	17,306,639	$	15,826,391	$	(1,480,248)	$	15,826,391	$	13,534,918

105

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed and structured securities for the three months ended March 31, 2022:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
00256DAA0	$	1,762,699	$	-	$	1,762,699	$	1,364,210	$	(398,489)	$	1,364,210	$	1,122,333
07388VAH1		2,364,730		-		2,364,730		244,594		(2,120,137)		244,594		244,594
22545XBB8		1,683,921		-		1,683,921		211,871		(1,472,050)		211,871		210,934
00442FAB8		70,075		-		70,075		52,264		(17,811)		52,264		10,685
040104TF8		59,249		-		59,249		53,852		(5,397)		53,852		41,892
040104TG6		623,388		-		623,388		531,410		(91,978)		531,410		545,952
04012XAC9		178,777		-		178,777		162,199		(16,578)		162,199		136,446
1248MGAJ3		52,182		-		52,182		51,033		(1,149)		51,033		45,331
17311YAC7		1,623,994		-		1,623,994		1,327,822		(296,172)		1,327,822		1,502,602
24763LFY1		134,155		-		134,155		67,703		(66,452)		67,703		106,050
35729RAE6		4,416,912		-		4,416,912		4,231,274		(185,638)		4,231,274		3,947,591
40431KAE0		2,521,316		-		2,521,316		2,214,702		(306,614)		2,214,702		2,513,960
45071KDD3		488,363		-		488,363		436,903		(51,460)		436,903		448,752
55291KAC1		633,248		-		633,248		169,402		(463,846)		169,402		598,172
57643LMP8		906,102		-		906,102		809,314		(96,788)		809,314		815,499
617463AA2		10,553		-		10,553		9,894		(659)		9,894		8,101
61750FAE0		509,354		-		509,354		473,873		(35,481)		473,873		435,242
617526AE8		262,688		-		262,688		214,229		(48,459)		214,229		243,939
86359DXD4		304,264		-		304,264		279,462		(24,802)		279,462		275,224
07384YPP5		314,885		-		314,885		207,555		(107,330)		207,555		66,352
32053LAA0		27,875		-		27,875		22,820		(5,055)		22,820		25,221
45660LAU3		78,731		-		78,731		75,334		(3,397)		75,334		76,824
59020UW43		176,900		-		176,900		108,489		(68,411)		108,489		132,229
65535VRK6		592,663		-		592,663		536,987		(55,676)		536,987		561,983
761118FM5		1,932,729		-		1,932,729		1,911,872		(20,857)		1,911,872		1,863,619
76112HAE7		13,536		-		13,536		10,283		(3,253)		10,283		13,495
92978EAA2		102,806		-		102,806		97,782		(5,024)		97,782		94,757
93935PAH2		137,585		-		137,585		115,483		(22,102)		115,483		131,766
41161PWB5		884,324		-		884,324		852,993		(31,331)		852,993		771,130
45660N5H4		1,600,750		-		1,600,750		1,533,921		(66,829)		1,533,921		1,444,261
36298XAB8		5,320,204		-		5,320,204		5,307,865		(12,338)		5,307,865		5,034,048
55274SAM3		177,495		-		177,495		25,133		(152,362)		25,133		29,827
59024WAB3		137,567		-		137,567		119,223		(18,344)		119,223		142,528
94984GAD9		31,976		-		31,976		26,026		(5,950)		26,026		33,031
Totals	$	30,135,997	$	-	$	30,135,997	$	23,857,778	$	(6,278,218)	$	23,857,778	$	23,674,371

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2021:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
040104TF8	$	59,686	$	-	$	59,686	$	59,300	$	(386)	$	59,300	$	49,870
04012XAC9		130,314		-		130,314		122,160		(8,154)		122,160		107,581
1248MGAJ3		35,096		-		35,096		34,855		(241)		34,855		31,996
35729RAE6		4,028,108		-		4,028,108		3,999,290		(28,818)		3,999,290		3,995,059
617463AA2		6,685		-		6,685		5,767		(918)		5,767		5,247
61749BAB9		61,698		-		61,698		51,363		(10,335)		51,363		60,638
61750FAE0		342,930		-		342,930		319,304		(23,626)		319,304		307,808
61750MAB1		3,456		-		3,456		3,113		(343)		3,113		3,182
86359DXD4		335,476		-		335,476		308,315		(27,161)		308,315		309,361
92926SAB2		558		-		558		494		(64)		494		521
45660LYW3		677,413		-		677,413		675,162		(2,251)		675,162		630,760
79548KXQ6		51,835		-		51,835		37,121		(14,714)		37,121		65,254

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

92978EAA2		75,569		-		75,569		72,635		(2,934)		72,635		72,325
41161PWB5		822,378		-		822,378		776,768		(45,610)		776,768		706,114
55274SAM3		27,413		-		27,413		24,861		(2,552)		24,861		23,482
Totals	$	6,658,614	$	-	$	6,658,615	$	6,490,508	$	(168,107)	$	6,490,508	$	6,369,198

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2021:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
040104TF8	$	59,686	$	-	$	59,686	$	59,300	$	(386)	$	59,300	$	49,870
04012XAC9		130,314		-		130,314		122,160		(8,154)		122,160		107,581
1248MGAJ3		35,096		-		35,096		34,855		(241)		34,855		31,996
35729RAE6		4,028,108		-		4,028,108		3,999,290		(28,818)		3,999,290		3,995,059
617463AA2		6,685		-		6,685		5,767		(918)		5,767		5,247
61749BAB9		61,698		-		61,698		51,363		(10,335)		51,363		60,638
61750FAE0		342,930		-		342,930		319,304		(23,626)		319,304		307,808
61750MAB1		3,456		-		3,456		3,113		(343)		3,113		3,182
86359DXD4		335,476		-		335,476		308,315		(27,161)		308,315		309,361
92926SAB2		558		-		558		494		(64)		494		521
45660LYW3		677,413		-		677,413		675,162		(2,251)		675,162		630,760
79548KXQ6		51,835		-		51,835		37,121		(14,714)		37,121		65,254
92978EAA2		75,569		-		75,569		72,635		(2,934)		72,635		72,325
41161PWB5		822,378		-		822,378		776,768		(45,610)		776,768		706,114
55274SAM3		27,413		-		27,413		24,861		(2,552)		24,861		23,482
Totals	$	6,658,614	$	-	$	6,658,615	$	6,490,508	$	(168,107)	$	6,490,508	$	6,369,198

The following is the impairment listing for loan-backed and structured securities for the three months ended September 30, 2021:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
00442FAB8	$	95,903	$	-	$	95,903	$	70,276	$	(25,627)	$	70,276	$	60,821
86359DXD4		359,657		-		359,657		339,761		(19,896)		339,761		337,895
05535DAN4		1,260,315		-		1,260,315		1,255,426		(4,889)		1,255,426		1,020,099
073879QF8		247,750		-		247,750		226,078		(21,672)		226,078		256,430
45660LYW3		907,047		-		907,047		906,647		(400)		906,647		879,977
92978EAA2		110,354		-		110,354		108,384		(1,970)		108,384		106,564
41161PWB5		1,049,397		-		1,049,397		1,023,087		(26,310)		1,023,087		908,082
55274SAM3		30,959		-		30,959		26,064		(4,895)		26,064		25,345
Totals	$	4,061,382	$	-	$	4,061,382	$	3,955,723	$	(105,659)	$	3,955,723	$	3,595,213

The following is the impairment listing for loan-backed and structured securities for the three months ended June 30, 2021:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
040104TG6	$	751,483	$	-	$	751,483	$	596,747	$	(154,736)	$	596,747	$	700,223
05535DCF9		2,412,525		-		2,412,525		2,168,139		(244,386)		2,168,139		2,608,461
40431KAE0		2,389,667		-		2,389,667		2,348,253		(41,414)		2,348,253		2,745,165
61750FAE0		555,370		-		555,370		534,914		(20,456)		534,914		493,887
86359DXD4		394,726		-		394,726		364,962		(29,764)		364,962		369,964
05535DAN4		1,386,766		-		1,386,766		1,038,889		(347,877)		1,038,889		1,141,961
45660LYW3		959,375		-		959,375		942,757		(16,618)		942,757		927,049
79548KXQ6		121,590		-		121,590		96,976		(24,616)		96,976		97,070
92978EAA2		115,502		-		115,502		112,103		(3,399)		112,103		110,484
41161PWB5		1,112,829		-		1,112,829		1,079,359		(33,470)		1,079,359		969,681
576433H33		1,119,491		-		1,119,491		1,071,784		(47,707)		1,071,784		1,074,403
55274SAM3		33,318		-		33,318		31,698		(1,620)		31,698		85,553
Totals	$	11,352,643	$	-	$	11,352,642	$	10,386,581	$	(966,063)	$	10,386,581	$	11,323,900

107

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed and structured securities for the three months ended March 31, 2021:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
36828QQJ8	$	5,796,000	$	-	$	5,796,000	$	-	$	(5,796,000)	$	-	$	-
05535DCF9		2,560,946		-		2,560,946		2,505,561		(55,385)		2,505,561		2,647,762
61750FAE0		582,728		-		582,728		558,079		(24,649)		558,079		500,569
18974BAA7		203,962		-		203,962		193,231		(10,731)		193,231		197,038
22540V3F7		124,724		-		124,724		11,082		(113,642)		11,082		3,496
92978EAA2		123,118		-		123,118		119,363		(3,755)		119,363		115,107
41161PWB5		1,183,481		-		1,183,481		1,153,338		(30,143)		1,153,338		1,017,022
12669GXW6		153,925		-		153,925		20,286		(133,639)		20,286		173,435
55274SAM3		38,192		-		38,192		33,418		(4,774)		33,418		84,650
86359DME4		480,180		-		480,180		480,135		(45)		480,135		498,095
Totals	$	11,247,256	$	-	$	11,247,257	$	5,074,493	$	(6,172,764)	$	5,074,493	$	5,237,174

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2020:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
01853GAB6	$	166,318	$	-	$	166,318	$	58,609	$	(107,709)	$	58,609	$	136,619
05535DCF9		2,639,139		-		2,639,139		2,595,116		(44,023)		2,595,116		2,812,127
61750FAE0		594,740		-		594,740		584,887		(9,853)		584,887		530,736
61750MAB1		4,675		-		4,675		4,502		(173)		4,502		4,545
92926SAB2		585		-		585		567		(18)		567		562
124860CB1		21,523		-		21,523		14,872		(6,651)		14,872		17,887
18974BAA7		205,451		-		205,451		204,843		(608)		204,843		186,946
18974BAN9		101,669		-		101,669		101,513		(156)		101,513		98,300
2254W0NK7		89,902		-		89,902		23,726		(66,176)		23,726		94,611
45660LYW3		1,074,456		-		1,074,456		1,035,449		(39,007)		1,035,449		1,020,046
65535VRK6		681,735		-		681,735		601,631		(80,104)		601,631		653,481
79548KXQ6		99,323		-		99,323		98,725		(598)		98,725		92,899
92978EAA2		130,042		-		130,042		125,448		(4,594)		125,448		119,223
23332UBW3		26,310		-		26,310		21,116		(5,193)		21,116		30,347
576433H33		1,207,614		-		1,207,614		1,145,808		(61,806)		1,145,808		1,116,853
125435AA5		1,635,577		-		1,635,577		1,543,519		(92,058)		1,543,519		1,596,490
36298XAA0		6,639,520		-		6,639,520		5,802,921		(836,599)		5,802,921		6,153,831
55274SAM3		61,225		-		61,225		42,760		(18,465)		42,760		93,792
86359DME4		673,784		-		673,784		662,791		(10,993)		662,791		698,159
929227ZF6		18,319		-		18,319		5,496		(12,823)		5,496		16,063
Totals	$	16,071,907	$	-	$	16,071,907	$	14,674,300	$	(1,397,607)	$	14,674,300	$	15,473,517

The following is the impairment listing for loan-backed and structured securities for the three months ended September 30, 2020:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
US05618HAE53	$	555,162	$	-	$	555,162	$	387,040	$	(168,122)	$	387,040	$	162,575
00442FAB8		144,957		-		144,957		79,275		(65,682)		79,275		112,060
05535DCF9		2,755,413		-		2,755,413		2,649,186		(106,228)		2,649,186		2,553,142
46630KAA4		191,718		-		191,718		184,342		(7,376)		184,342		179,699
61749BAB9		105,432		-		105,432		91,620		(13,812)		91,620		88,204
61750MAB1		4,837		-		4,837		4,672		(165)		4,672		3,421
92926SAB2		604		-		604		588		(16)		588		438

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

07384YPP5		12,990		-		12,990		9,466		(3,524)		9,466		35,174
073879QF8		45,111		-		45,111		43,889		(1,222)		43,889		39,772
17307GRU4		104,250		-		104,250		55,590		(48,659)		55,590		91,680
18974BAA7		215,833		-		215,833		212,231		(3,602)		212,231		183,053
18974BAN9		106,359		-		106,359		104,851		(1,507)		104,851		97,631
9393365V1		399,194		-		399,194		394,263		(4,932)		394,263		364,935
23332UBW3		31,650		-		31,650		29,218		(2,432)		29,218		22,244
12669GWN7		849,557		-		849,557		799,224		(50,333)		799,224		782,638
12669GXW6		244,251		-		244,251		233,647		(10,604)		233,647		223,233
32051DCK6		79,208		-		79,208		61,819		(17,389)		61,819		82,998
36298XAA0		7,738,893		-		7,738,893		7,511,130		(227,763)		7,511,130		7,120,125
36298XAB8		7,666,120		-		7,666,120		6,250,751		(1,415,369)		6,250,751		6,539,292
45660LY94		13,115		-		13,115		6,394		(6,721)		6,394		26,528
74951PBT4		110,729		-		110,729		51,052		(59,676)		51,052		153,185
Totals	$	21,375,383	$	-	$	21,375,383	$	19,160,250	$	(2,215,134)	$	19,160,250	$	18,862,027

The following is the impairment listing for loan-backed and structured securities for the three months ended June 30, 2020:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
17307GRU4	$	107,326	$	-	$	107,326	$	77,392	$	(29,934)	$	77,392	$	160,449
18974BAA7		245,427		-		245,427		235,230		(10,197)		235,230		201,416
18974BAN9		119,509		-		119,509		114,571		(4,938)		114,571		107,924
362290AC2		220,776		-		220,776		219,541		(1,235)		219,541		307,360
79548KXQ6		172,175		-		172,175		170,007		(2,168)		170,007		130,248
855541AC2		508,940		-		508,940		384,558		(124,383)		384,558		460,800
9393365V1		433,313		-		433,313		415,261		(18,053)		415,261		356,247
45660LY94		28,987		-		28,987		13,258		(15,729)		13,258		21,174
57643QAE5		2,203,118		-		2,203,118		1,819,560		(383,558)		1,819,560		2,367,000
74951PBT4		260,811		-		260,811		143,231		(117,579)		143,231		157,616
86359DMC8		5,799,490		-		5,799,490		5,333,524		(465,966)		5,333,524		4,907,737
92990GAE3		80,251		-		80,251		66,477		(13,773)		66,477		71,880
Totals	$	10,180,123	$	-	$	10,180,123	$	8,992,610	$	(1,187,513)	$	8,992,610	$	9,249,851

The following is the impairment listing for loan-backed and structured securities for the three months ended March 31, 2020:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
05535DCF9	$	3,012,907	$	-	$	3,012,907	$	2,862,429	$	(150,478)	$	2,862,429	$	2,528,432
24763LFY1		147,758		-		147,758		146,827		(931)		146,827		180,454
45071KDD3		575,329		-		575,329		510,787		(64,542)		510,787		491,576
07384YPP5		33,493		-		33,493		28,061		(5,431)		28,061		46,723
12667GKG7		93,290		-		93,290		83,622		(9,668)		83,622		98,905
17307GRU4		114,325		-		114,325		112,699		(1,625)		112,699		157,144
362290AC2		316,883		-		316,883		225,907		(90,976)		225,907		322,987
59020UW43		214,183		-		214,183		182,719		(31,463)		182,719		200,181
65535VRK6		716,497		-		716,497		699,498		(16,998)		699,498		646,333
75115DAH8		6,842		-		6,842		6,564		(279)		6,564		6,397
76112BUE8		181,578		-		181,578		148,845		(32,733)		148,845		129,998
79548KXQ6		187,063		-		187,063		182,973		(4,090)		182,973		137,728
92926UAC5		136,220		-		136,220		130,734		(5,486)		130,734		130,957
23332UBW3		46,195		-		46,195		32,143		(14,052)		32,143		24,852
12669GWN7		889,281		-		889,281		871,126		(18,155)		871,126		863,235
32051DCK6		88,205		-		88,205		86,848		(1,358)		86,848		89,678
362334CN2		14,634		-		14,634		11,177		(3,457)		11,177		13,996
466247K93		7,584		-		7,584		6,335		(1,249)		6,335		7,318
57645LAA2		18,017,521		-		18,017,521		13,868,050		(4,149,471)		13,868,050		18,607,055
Totals	$	24,799,788	$	-	$	24,799,788	$	20,197,344	$	(4,602,443)	$	20,197,344	$	24,683,947

109

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2019:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
24763LFY1	$	182,113	$	-	$	182,113	$	160,832	$	(21,281)	$	160,832	$	200,613
05535DAN4		1,930,918		-		1,930,918		1,855,207		(75,711)		1,855,207		1,598,238
07384YPP5		187,700		-		187,700		39,691		(148,009)		39,691		71,760
17307GRU4		164,558		-		164,558		133,524		(31,034)		133,524		229,670
18974BAN9		134,619		-		134,619		125,398		(9,221)		125,398		126,170
65535VRK6		797,949		-		797,949		712,007		(85,942)		712,007		774,700
79548KXQ6		207,254		-		207,254		192,282		(14,972)		192,282		113,588
85554NAG5		194,730		-		194,730		158,214		(36,515)		158,214		187,575
12669FXR9		117,999		-		117,999		114,307		(3,692)		114,307		101,165
23332UBW3		74,561		-		74,561		47,819		(26,742)		47,819		35,659
Totals	$	3,992,400	$	-	$	3,992,400	$	3,539,281	$	(453,119)	$	3,539,281	$	3,439,138

The following is the impairment listing for loan-backed and structured securities for the three months ended September 30, 2019:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
12667F2A2	$	642,800	$	-	$	642,800	$	484,346	$	(158,455)	$	484,346	$	68,241
32053LAA0		47,447		-		47,447		40,280		(7,167)		40,280		47,846
761118FM5		2,843,393		-		2,843,393		2,789,133		(54,260)		2,789,133		2,918,992
79548KXQ6		297,379		-		297,379		277,239		(20,140)		277,239		60,979
23332UBW3		78,084		-		78,084		76,934		(1,151)		76,934		43,636
576433H33		1,579,401		-		1,579,401		1,448,247		(131,155)		1,448,247		1,448,863
12669GWN7		1,037,688		-		1,037,688		957,205		(80,484)		957,205		936,853
17309FAE8		161,243		-		161,243		129,536		(31,707)		129,536		159,357
36298XAA0		10,097,887		-		10,097,887		8,887,246		(1,210,641)		8,887,246		8,841,272
92990GAE3		86,314		-		86,314		85,680		(634)		85,680		87,117
US74951PBV94		37,392		-		37,392		16,087		(21,305)		16,087		26,602
Totals	$	16,909,029	$	-	$	16,909,029	$	15,191,932	$	(1,717,097)	$	15,191,932	$	14,639,756

The following is the impairment listing for loan-backed and structured securities for the three months ended June 30, 2019:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
61750MAB1	$	4,942	$	-	$	4,942	$	4,899	$	(42)	$	4,899	$	4,344
18974BAN9		143,913		-		143,913		143,911		(2)		143,911		141,999
761118FM5		3,338,972		-		3,338,972		3,276,460		(62,512)		3,276,460		3,468,889
79548KXQ6		335,309		-		335,309		321,864		(13,445)		321,864		218,663
55274SAM3		114,173		-		114,173		79,608		(34,565)		79,608		119,029
57643QAE5		3,042,722		-		3,042,722		2,360,287		(682,436)		2,360,287		3,180,695
Totals	$	6,980,030	$	-	$	6,980,030	$	6,187,029	$	(793,001)	$	6,187,029	$	7,133,620

110

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed and structured securities for the three months ended March 31, 2019:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
61750MAB1	$	5,275	$	-	$	5,275	$	4,933	$	(341)	$	4,933	$	4,989
65106FAG7		232,843		-		232,843		215,726		(17,118)		215,726		6,316
18974BAA7		285,889		-		285,889		270,801		(15,088)		270,801		278,616
18974BAN9		149,774		-		149,774		139,333		(10,441)		139,333		148,234
22541QQR6		1,569		-		1,569		-		(1,569)		-		1
32051GCF0		22,786		-		22,786		(6,720)		(29,507)		(6,720)		17,553
761118FM5		3,259,303		-		3,259,303		3,218,368		(40,935)		3,218,368		3,244,154
17309FAE8		200,512		-		200,512		200,501		(11)		200,501		208,828
466247UG6		467,713		-		467,713		452,359		(15,354)		452,359		459,812
57643QAE5		3,114,325		-		3,114,325		3,109,376		(4,949)		3,109,376		3,256,107
US74951PBV94		51,011		-		51,011		29,960		(21,051)		29,960		58,411
Totals	$	7,791,000	$	-	$	7,791,000	$	7,634,637	$	(156,362)	$	7,634,637	$	7,683,021

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2018:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
65106FAG7	$	205,885	$	-	$	205,885	$	17,668	$	(188,218)	$	17,668	$	21,031
18974BAA7		306,428		-		306,428		295,291		(11,137)		295,291		294,986
22541QQR6		28,742		-		28,742		(9,704)		(38,446)		(9,704)		1
32051GCF0		32,493		-		32,493		20,481		(12,012)		20,481		20,063
17309FAE8		203,743		-		203,743		202,326		(1,417)		202,326		201,875
57643QAE5		3,657,695		-		3,657,695		3,177,611		(480,084)		3,177,611		3,365,017
92990GAE3		115,186		-		115,186		111,886		(3,300)		111,886		111,541
Totals	$	4,550,173	$	-	$	4,550,173	$	3,815,559	$	(734,614)	$	3,815,559	$	4,014,514

The following is the impairment listing for loan-backed and structured securities for the three months ended September 30, 2018:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
05535DCF9	$	3,454,425	$	-	$	3,454,425	$	3,141,048	$	(313,377)	$	3,141,048	$	3,134,409
07384YPP5		321,829		-		321,829		148,884		(172,945)		148,884		132,968
07386HCP4		2,164		-		2,164		(6,255)		(8,418)		(6,255)		320
76110H4M8		1,715		-		1,715		(3,719)		(5,434)		(3,719)		641
79548KXQ6		423,086		-		423,086		383,222		(39,864)		383,222		292,015
939336Z48		117,607		-		117,607		-		(117,607)		-		126,945
Totals	$	4,320,826	$	-	$	4,320,826	$	3,663,181	$	(657,645)	$	3,663,181	$	3,687,297

The following is the impairment listing for loan-backed and structured securities for the three months ended June 30, 2018:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
59020UW43	$	337,732	$	-	$	337,732	$	271,686	$	(66,046)	$	271,686	$	354,508
76110H4M8		6,848		-		6,848		1,969		(4,879)		1,969		1,713
863579DV7		289,655		-		289,655		5,567		(284,089)		5,567		30,531
Totals	$	634,235	$	-	$	634,235	$	279,221	$	(355,014)	$	279,221	$	386,752

The following is the impairment listing for loan-backed and structured securities for the three months ended March 31, 2018:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
07386HEN7	$	43,711	$	-	$	43,711	$	2,334	$	(41,377)	$	2,334	$	1,609
79548KXQ6		520,764		-		520,764		476,293		(44,471)		476,293		365,994
45660NZY4		81,215		-		81,215		9,554		(71,661)		9,554		80,891
Totals	$	645,690	$	-	$	645,690	$	488,181	$	(157,509)	$	488,181	$	448,494

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed and structured securities for the three months ended December 31, 2017:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
03927RAA2	$	2,886,563	$	-	$	2,886,563	$	1,464,907	$	(1,421,656)	$	1,464,907	$	1,481,241
03927RAB0		910,639		-		910,639		363,543		(547,096)		363,543		362,176
07386HCP4		7,995		-		7,995		1,386		(6,609)		1,386		2,673
12669GMS7		25,101		-		25,101		21,923		(3,177)		21,923		21,921
22541QQR6		21,202		-		21,202		12,504		(8,698)		12,504		16,106
2254W0NK7		97,695		-		97,695		94,495		(3,200)		94,495		139,833
86359ACG6		318		-		318		-		(318)		-		2
Totals	$	3,949,513	$	-	$	3,949,513	$	1,958,759	$	(1,990,754)	$	1,958,759	$	2,023,952

The following is the impairment listing for loan-backed and structured securities for the three months ended September 30, 2017:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
22541NMA4	$	42,273	$	-	$	42,273	$	41,434	$	(839)	$	41,434	$	41,095
22541NMB2		11,869		-		11,869		11,634		(234)		11,634		11,535
22541SSD1		12,232		-		12,232		20		(12,213)		20		5,978
52108MDP5		3,497,947		-		3,497,947		-		(3,497,947)		-		1,925,413
55274SAM3		167,196		-		167,196		153,991		(13,206)		153,991		179,429
76110W4J2		1,131		-		1,131		229		(902)		229		556
88157QAL2		686,945		-		686,945		660,921		(26,024)		660,921		2,125,943
89789KAC9		16,949		-		16,949		8,714		(8,235)		8,714		357,735
Totals	$	4,436,542	$	-	$	4,436,542	$	876,942	$	(3,559,600)	$	876,942	$	4,647,683

The following is the impairment listing for loan-backed and structured securities for the three months ended June 30, 2017:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
76110H4M8	$	4,413	$	-	$	4,413	$	2,326	$	(2,087)	$	2,326	$	4,073
86358RLG0		3,485		-		3,485		2,670		(815)		2,670		30,171
86359ACG6		16,324		-		16,324		2		(16,322)		2		2
88157QAL2		774,182		-		774,182		675,599		(98,583)		675,599		1,947,675
89789KAC9		17,294		-		17,294		8,920		(8,374)		8,920		356,047
77277LAF4		22,514,590		-		22,514,590		22,167,493		(347,097)		22,167,493		34,318,674
77277LAH0		1,135,088		-		1,135,088		1,118,159		(16,929)		1,118,159		2,738,435
77277LAJ6		16,073,175		-		16,073,175		15,833,787		(239,388)		15,833,787		21,595,653
Totals	$	40,538,551	$	-	$	40,538,551	$	39,808,956	$	(729,595)	$	39,808,956	$	60,990,732

The following is the impairment listing for loan-backed and structured securities for the three months ended March 31, 2017:


CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
17307GH76	$	274,894	$	-	$	274,894	$	44,730	$	(230,163)	$	44,730	$	152,777
22541QJR4		11,175		-		11,175		54		(11,122)		54		6,866
32051DCK6		182,177		-		182,177		160,728		(21,449)		160,728		179,180
55274SAM3		225,790		-		225,790		209,839		(15,951)		209,839		218,832
86358RA23		1,326,199		-		1,326,199		1,253,636		(72,563)		1,253,636		1,289,099
86359ACG6		6,287		-		6,287		49		(6,239)		49		2

112

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

US77277LAF40		22,537,014		-		22,537,014		22,514,590		(22,424)		22,514,590		31,699,907
US77277LAH06		1,136,182		-		1,136,182		1,135,088		(1,094)		1,135,088		2,662,526
US77277LAJ61		16,088,661		-		16,088,661		16,073,175		(15,486)		16,073,175		19,947,746
Totals	$	41,788,380	$	-	$	41,788,380	$	41,391,889	$	(396,491)	$	41,391,889	$	56,156,936

113

KPMG LLP

Two Financial Center

60 South Street

Boston, MA 02111

Report of Independent Registered Public Accounting Firm

The Board of Directors of Massachusetts Mutual Life Insurance Company and Contract Owners of Massachusetts Mutual Variable Annuity Separate Account 4:

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of the sub-accounts listed in Appendix A that comprise Massachusetts Mutual Variable Annuity Separate Account 4 (Separate Account), as of December 31, 2023, the related statements of operations and changes in net assets for each of the years in the two-year period then ended (or for the periods indicated in Appendix A), and the related notes, including the financial highlights in Note 8, for each of the years or periods in the five-year period then ended (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of each sub-account as of December 31, 2023, and the results of their operations and the changes in their net assets for each of the years in the two-year period then ended (or for the periods indicated in Appendix A), and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Such procedures also included confirmation of securities owned as of December 31, 2023, by correspondence with the underlying mutual funds or their transfer agent. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Separate Account’s auditor since 2004.

Boston, Massachusetts

March 7, 2024

F-1

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

114

Appendix A

Massachusetts Mutual Variable Annuity Separate Account 4 was comprised of the following sub-accounts. Statements of assets and liabilities as of December 31, 2023, and statements of operations and changes in net assets for each of the years in the two-year period ended December 31, 2023 unless otherwise noted.

Sub-Accounts
BlackRock 60/40 Target Allocation ETF V.I. Sub-Account (Class III)	Janus Henderson Global Technology and Innovation Sub-Account**
Cboe Vest U.S. Large Cap 10% Buffer Strategies V.I. Sub-Account*	MML Aggressive Allocation Sub-Account (Initial Class)
Delaware Ivy VIP Asset Strategy Sub-Account (Class II)	MML Aggressive Allocation Sub-Account (Service Class)
Fidelity® VIP Contrafund® Sub-Account (Initial Class)	MML American Funds Core Allocation Sub-Account
Fidelity® VIP Contrafund® Sub-Account (Service Class 2)	MML American Funds Growth Sub-Account
Fidelity® VIP Health Care Sub-Account**	MML Balanced Allocation Sub-Account (Initial Class)
Fidelity® VIP Overseas Sub-Account (Service Class 2)*	MML Balanced Allocation Sub-Account (Service Class)
Fidelity® VIP Real Estate Sub-Account**	MML Blend Sub-Account (Initial Class)
Fidelity® VIP Strategic Income Sub-Account**	MML Blend Sub-Account (Service Class)
Invesco Oppenheimer V.I. International Growth Sub-Account (Series I)	MML Blue Chip Growth Sub-Account (Initial Class)
Invesco Oppenheimer V.I. International Growth Sub-Account (Series II)	MML Blue Chip Growth Sub-Account (Service Class)
Invesco V.I. Capital Appreciation Sub-Account (Series I)	MML Conservative Allocation Sub-Account (Initial Class)
Invesco V.I. Capital Appreciation Sub-Account (Series II)	MML Conservative Allocation Sub-Account (Service Class)
Invesco V.I. Conservative Balanced Sub-Account (Series I)	MML Dynamic Bond Sub-Account (Service Class I)
Invesco V.I. Conservative Balanced Sub-Account (Series II)	MML Equity Sub-Account (Initial Class)
Invesco V.I. Core Plus Bond Sub-Account	MML Equity Sub-Account (Service Class)
Invesco V.I. Discovery Mid Cap Growth Sub-Account (Series I)	MML Equity Income Sub-Account (Initial Class)
Invesco V.I. Discovery Mid Cap Growth Sub-Account (Series II)	MML Equity Income Sub-Account (Service Class)
Invesco V.I. Diversified Dividend Sub-Account (Series I)	MML Equity Index Sub-Account (Class I)
Invesco V.I. Diversified Dividend Sub-Account (Series II)	MML Equity Index Sub-Account (Service Class I)
Invesco V.I. Global Sub-Account (Series I)	MML Equity Rotation Sub-Account (Service Class I)
Invesco V.I. Global Sub-Account (Series II)	MML Focused Equity Sub-Account
Invesco V.I. Global Strategic Income Sub-Account (Series I)	MML Foreign Sub-Account (Initial Class)
Invesco V.I. Global Strategic Income Sub-Account (Series II)	MML Foreign Sub-Account (Service Class)
Invesco V.I. Health Care Sub-Account (Series I)	MML Fundamental Equity Sub-Account
Invesco V.I. Health Care Sub-Account (Series II)	MML Fundamental Value Sub-Account
Invesco V.I. Main Street Sub-Account (Series I)	MML Global Sub-Account (Class I)
Invesco V.I. Main Street Sub-Account (Series II)	MML Global Sub-Account (Class II)
Invesco V.I. Technology Sub-Account (Series I)	MML Global Sub-Account (Service Class I)
Invesco V.I. Technology Sub-Account (Series II)	MML Growth Allocation Sub-Account (Initial Class)
Invesco V.I. U.S. Government Money Sub-Account	MML Growth Allocation Sub-Account (Service Class)
	MML High Yield Sub-Account
	MML Income & Growth Sub-Account (Initial Class)
	MML Income & Growth Sub-Account (Service Class)
	MML Inflation-Protected and Income Sub-Account (Initial Class)
	MML Inflation-Protected and Income Sub-Account (Service Class)
	MML International Equity Sub-Account
	MML iShares® 60/40 Allocation Sub-Account**
	MML iShares® 80/20 Allocation Sub-Account**
	MML Large Cap Growth Sub-Account (Initial Class)
	MML Large Cap Growth Sub-Account (Service Class)

LA2054

F-115

MML Managed Bond Sub-Account (Initial Class)

MML Managed Bond Sub-Account (Service Class)

MML Managed Volatility Sub-Account (Initial Class)

MML Managed Volatility Sub-Account (Service Class)

MML Mid Cap Growth Sub-Account (Initial Class)

MML Mid Cap Growth Sub-Account (Service Class)

MML Mid Cap Value Sub-Account (Initial Class)

MML Mid Cap Value Sub-Account (Service Class)

MML Moderate Allocation Sub-Account (Initial Class)

MML Moderate Allocation Sub-Account (Service Class)

MML Short-Duration Bond Sub-Account

MML Small Cap Equity Sub-Account (Initial Class)

MML Small Cap Equity Sub-Account (Service Class)

MML Small Cap Growth Equity Sub-Account (Initial Class)

MML Small Cap Growth Equity Sub-Account (Service Class)

MML Small Company Value Sub-Account

MML Small/Mid Cap Value Sub-Account (Initial Class)

MML Small/Mid Cap Value Sub-Account (Service Class)

MML Strategic Emerging Markets Sub-Account (Service Class I)

MML Sustainable Equity Sub-Account (Initial Class)

MML Sustainable Equity Sub-Account (Service Class)

MML Total Return Bond Sub-Account

MML U.S. Government Money Market Sub-Account

PIMCO CommodityRealReturn® Strategy Sub-Account

PIMCO Income Sub-Account**

VY® CBRE Global Real Estate Sub-Account

* Statements of operations and changes in net assets for the period from May 1, 2023 to December 31, 2023.

** Statements of operations and changes in net assets for the year ended December 31, 2023 and the period from February 28, 2022 to December 31, 2022.

Other periods presented:

MML Equity Momentum Sub-Account (Service Class I) and MML Special Situations Sub-Account: Financial highlights for each of the years in the three-year period ended December 31, 2021.

Oppenheimer Global Multi-Alternatives Sub-Account: Financial highlights for the year ended December 31, 2019.

MML American Funds International Sub-Account: Statements of operations and changes in net assets for the period from January 1, 2022 to November 22, 2022 (the date of liquidation) and the financial highlights for the period from January 1, 2022 to November 22, 2022 and each of the years in the three-year period ended December 31, 2021.

F-116

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2023

	BlackRock		Cboe Vest		Delaware
	60/40 Target		U.S. Large Cap		Ivy VIP		Fidelity®		Fidelity®		Fidelity®		Fidelity®		Fidelity®
	Allocation		10% Buffer		Asset		VIP		VIP		VIP		VIP		VIP
	ETF V.I.		Strategies V.I.		Strategy		Contrafund®		Contrafund®		Health Care		Overseas		Real Estate
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Class III)				(Class II)		(Initial Class)		(Service Class 2)				(Service Class 2)
ASSETS
Investments
Number of shares		1,431,444		21,377		1,265,876		3,854,056		4,940,992		31,496		6,037		31,479
Identified cost	$	18,851,291	$	458,493	$	11,551,681	$	150,285,419	$	193,878,448	$	1,027,547	$	144,645	$	524,978
Value	$	18,823,486	$	488,039	$	11,089,071	$	187,422,752	$	231,386,669	$	1,069,597	$	154,002	$	531,372
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		159		-		-		-		-
Total assets		18,823,486		488,039		11,089,071		187,422,911		231,386,669		1,069,597		154,002		531,372
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		-		-		11,241		-		-		-		-
Payable to Massachusetts Mutual Life Insurance Company		-		-		21		-		5		-		6		-
Total liabilities		-		-		21		11,241		5		-		6		-
NET ASSETS	$	18,823,486	$	488,039	$	11,089,050	$	187,411,670	$	231,386,664	$	1,069,597	$	153,996	$	531,372
Net Assets:
Accumulation units - value	$	18,823,486	$	488,039	$	11,089,050	$	180,526,304	$	231,382,547	$	1,069,597	$	153,996	$	531,372
Contracts in payout (annuitization) period		-		-		-		6,885,366		4,117		-		-		-
Net assets	$	18,823,486	$	488,039	$	11,089,050	$	187,411,670	$	231,386,664	$	1,069,597	$	153,996	$	531,372
Outstanding units
Contract owners		1,201,079		44,048		760,284		3,269,827		8,181,542		101,885		14,620		58,941
UNIT VALUE
Panorama Premier	$	-	$	-	$	-	$	76.31	$	-	$	-	$	-	$	-
Panorama Passage®
Tier 1		-		-		-		56.93		-		-		-		-
Tier 2		-		-		-		55.08		-		-		-		-
Tier 3		-		-		-		60.49		-		-		-		-
Tier 4		-		-		-		57.32		-		-		-		-
MassMutual Artistry		-		-		-		52.15		-		-		-		-
MassMutual Transitions®
Custom Plan		-		-		-		66.62		-		-		-		-
Package Plan I		-		-		-		66.62		-		-		-		-
Package Plan II		-		-		-		61.77		-		-		-		-
Package Plan III		-		-		-		58.52		-		-		-		-

See Notes to Financial Statements.

F-117

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	BlackRock		Cboe Vest		Delaware
	60/40 Target		U.S. Large Cap		Ivy VIP		Fidelity®		Fidelity®		Fidelity®		Fidelity®		Fidelity®
	Allocation		10% Buffer		Asset		VIP		VIP		VIP		VIP		VIP
	ETF V.I.		Strategies V.I.		Strategy		Contrafund®		Contrafund®		Health Care		Overseas		Real Estate
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Class III)				(Class II)		(Initial Class)		(Service Class 2)				(Service Class 2)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		-		-		15.57		50.84		-		-		-		-
Tier 2		-		-		14.89		46.97		-		-		-		-
Tier 3		-		-		14.48		44.69		-		-		-		-
Tier 4		-		-		14.89		46.89		-		-		-		-
Tier 5		-		-		14.24		43.32		-		-		-		-
Tier 6		-		-		13.84		41.22		-		-		-		-
Tier 7		-		-		14.72		46.16		-		-		-		-
Tier 8		-		-		14.08		42.57		-		-		-		-
Tier 9		-		-		14.40		-		43.09		-		-		-
Tier 10		-		-		15.22		-		47.46		-		-		-
Tier 11		-		-		13.77		-		39.74		-		-		-
Tier 12		-		-		14.56		-		44.64		-		-		-
Tier 13		-		-		13.09		-		37.37		-		-		-
Tier 14		-		-		13.69		-		40.52		-		-		-
MassMutual RetireEase Select^SM
Tier 1		-		-		-		33.31		-		-		-		-
Tier 2		-		-		-		36.19		-		-		-		-
MassMutual Transitions Select^SM
Tier 1		-		-		16.28		58.67		-		-		-		-
Tier 2		-		-		16.28		-		56.46		-		-		-
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		-		14.06		-		23.35		-		-		-
Tier 2		-		-		13.66		-		22.69		-		-		-
Tier 3		-		-		14.06		-		23.35		-		-		-
MassMutual Capital Vantage^SM
Tier 1		15.25		-		14.00		-		23.25		-		-		-
Tier 2		15.69		-		14.41		-		23.92		-		-		-
Tier 3		14.69		-		13.50		-		22.41		-		-		-
Tier 4		15.25		-		14.00		-		23.25		-		-		-
Tier 5		15.12		-		13.89		-		23.06		-		-		-
Tier 6		15.69		-		14.41		-		23.92		-		-		-
MassMutual Envision VA		-		11.08		10.07		-		11.13		10.50		10.53		9.02

See Notes to Financial Statements.

F-118

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	Fidelity®		Invesco		Invesco
	VIP		Oppenheimer V.I.		Oppenheimer V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.
	Strategic		International		International		Capital		Capital		Conservative		Conservative		Core Plus
	Income		Growth		Growth		Appreciation		Appreciation		Balanced		Balanced		Bond
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
			(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
ASSETS
Investments
Number of shares		67,512		10,502,224		9,501,658		2,472,361		194,919		350,507		897		234,227
Identified cost	$	692,860	$	22,689,349	$	21,213,206	$	117,831,831	$	8,977,819	$	4,965,880	$	13,788	$	1,547,668
Value	$	698,753	$	21,214,493	$	20,333,547	$	116,374,018	$	8,701,167	$	5,383,783	$	13,538	$	1,344,464
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		698,753		21,214,493		20,333,547		116,374,018		8,701,167		5,383,783		13,538		1,344,464
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		301		-		6,220		-		1,105		-		10
Payable to Massachusetts Mutual Life Insurance Company		-		156		21		511		14		100		6		-
Total liabilities		-		457		21		6,731		14		1,205		6		10
NET ASSETS	$	698,753	$	21,214,036	$	20,333,526	$	116,367,287	$	8,701,153	$	5,382,578	$	13,532	$	1,344,454
Net Assets:
Accumulation units - value	$	698,753	$	20,402,825	$	20,333,526	$	112,912,950	$	8,701,153	$	5,345,751	$	13,532	$	1,344,121
Contracts in payout (annuitization) period		-		811,211		-		3,454,337		-		36,827		-		333
Net assets	$	698,753	$	21,214,036	$	20,333,526	$	116,367,287	$	8,701,153	$	5,382,578	$	13,532	$	1,344,454
Outstanding units
Contract owners		71,420		740,991		1,072,463		2,847,791		223,386		287,172		797		94,073
UNIT VALUE
Panorama Premier	$	-	$	40.98	$	-	$	39.30	$	-	$	18.02	$	-	$	14.29
Panorama Passage®
Tier 1		-		26.26		-		39.15		-		17.64		-		-
Tier 2		-		25.41		-		37.88		-		17.07		-		-
Tier 3		-		27.91		-		41.59		-		18.72		-		-
Tier 4		-		26.45		-		39.42		-		17.74		-		-
MassMutual Artistry		-		19.80		-		29.14		-		18.39		-		-
MassMutual Transitions®
Custom Plan		-		32.39		-		44.88		-		20.28		-		-
Package Plan I		-		32.39		-		44.88		-		20.28		-		-
Package Plan II		-		30.03		-		41.61		-		18.80		-		-
Package Plan III		-		28.46		-		39.43		-		17.81		-		-

See Notes to Financial Statements.

F-119

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	Fidelity®		Invesco		Invesco
	VIP		Oppenheimer V.I.		Oppenheimer V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.
	Strategic		International		International		Capital		Capital		Conservative		Conservative		Core Plus
	Income		Growth		Growth		Appreciation		Appreciation		Balanced		Balanced		Bond
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
			(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		-		26.21		-		37.03		-		15.49		-		-
Tier 2		-		24.21		-		34.21		-		14.31		-		-
Tier 3		-		23.04		-		32.56		-		13.61		-		-
Tier 4		-		24.17		-		34.16		-		14.28		-		-
Tier 5		-		22.33		-		31.55		-		13.19		-		-
Tier 6		-		21.25		-		30.03		-		12.56		-		-
Tier 7		-		23.79		-		33.62		-		14.06		-		-
Tier 8		-		21.94		-		31.01		-		12.97		-		-
Tier 9		-		-		22.22		-		31.38		-		13.12		-
Tier 10		-		-		24.47		-		34.56		-		14.45		-
Tier 11		-		-		20.49		-		28.94		-		12.10		-
Tier 12		-		-		23.02		-		32.51		-		13.60		-
Tier 13		-		-		19.27		-		27.21		-		-		-
Tier 14		-		-		20.89		-		29.51		-		-		-
MassMutual RetireEase Select^SM
Tier 1		-		14.29		-		29.71		-		12.10		-		-
Tier 2		-		15.52		-		32.28		-		13.15		-		-
MassMutual Transitions Select^SM
Tier 1		-		31.58		-		43.50		-		17.65		-		-
Tier 2		-		-		30.41		-		41.86		-		16.98		-
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		-		13.11		-		-		-		-		-
Tier 2		-		-		12.74		-		-		-		-		-
Tier 3		-		-		13.11		-		-		-		-		-
MassMutual Capital Vantage^SM
Tier 1		-		-		13.05		-		-		-		-		-
Tier 2		-		-		13.43		-		-		-		-		-
Tier 3		-		-		12.58		-		-		-		-		-
Tier 4		-		-		13.05		-		-		-		-		-
Tier 5		-		-		12.95		-		-		-		-		-
Tier 6		-		-		13.43		-		-		-		-		-
MassMutual Envision VA		9.78		-		10.17		-		-		-		-		-

See Notes to Financial Statements.

F-120

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.						Invesco V.I.		Invesco V.I.
	Discovery		Discovery		Diversified		Diversified		Invesco V.I.		Invesco V.I.		Global Strategic		Global Strategic
	Mid Cap Growth		Mid Cap Growth		Dividend		Dividend		Global		Global		Income		Income
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
ASSETS
Investments
Number of shares		1,154,235		456,124		182,544		356,296		3,476,834		1,636,495		23,072,563		9,453,530
Identified cost	$	85,002,683	$	31,665,194	$	4,619,375	$	8,944,648	$	130,572,378	$	60,960,613	$	108,650,908	$	45,965,937
Value	$	72,497,476	$	24,635,268	$	4,424,876	$	8,547,529	$	127,113,050	$	58,095,558	$	98,981,294	$	41,784,604
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		72,497,476		24,635,268		4,424,876		8,547,529		127,113,050		58,095,558		98,981,294		41,784,604
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		4,714		-		-		-		6,435		-		7,569		-
Payable to Massachusetts Mutual Life Insurance Company		273		9		78		11		295		21		284		15
Total liabilities		4,987		9		78		11		6,730		21		7,853		15
NET ASSETS	$	72,492,489	$	24,635,259	$	4,424,798	$	8,547,518	$	127,106,320	$	58,095,537	$	98,973,441	$	41,784,589
Net Assets:
Accumulation units - value	$	69,849,845	$	24,633,617	$	4,299,143	$	8,547,518	$	123,387,861	$	58,091,380	$	95,961,186	$	41,784,589
Contracts in payout (annuitization) period		2,642,644		1,642		125,655		-		3,718,459		4,157		3,012,255		-
Net assets	$	72,492,489	$	24,635,259	$	4,424,798	$	8,547,518	$	127,106,320	$	58,095,537	$	98,973,441	$	41,784,589
Outstanding units
Contract owners		2,017,336		1,137,821		282,594		610,808		2,990,290		2,263,619		6,098,483		3,221,166
UNIT VALUE
Panorama Premier	$	29.56	$	-	$	17.31	$	-	$	52.68	$	-	$	20.53	$	-
Panorama Passage®
Tier 1		29.03		-		16.95		-		51.73		-		19.99		-
Tier 2		28.08		-		16.40		-		50.05		-		19.34		-
Tier 3		30.84		-		17.98		-		54.96		-		21.24		-
Tier 4		29.23		-		17.04		-		52.09		-		20.13		-
MassMutual Artistry		16.53		-		15.86		-		36.84		-		20.62		-
MassMutual Transitions®
Custom Plan		42.42		-		17.09		-		48.24		-		20.49		-
Package Plan I		42.42		-		17.09		-		48.24		-		20.49		-
Package Plan II		39.33		-		15.85		-		44.73		-		19.00		-
Package Plan III		37.26		-		15.01		-		42.38		-		18.00		-

See Notes to Financial Statements.

F-121

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023


	Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.						Invesco V.I.		Invesco V.I.
	Discovery		Discovery		Diversified		Diversified		Invesco V.I.		Invesco V.I.		Global Strategic		Global Strategic
	Mid Cap Growth		Mid Cap Growth		Dividend		Dividend		Global		Global		Income		Income
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		35.81		-		13.15		-		36.50		-		14.86		-
Tier 2		33.08		-		12.15		-		33.72		-		13.73		-
Tier 3		31.48		-		11.56		-		32.09		-		13.07		-
Tier 4		33.03		-		12.13		-		33.66		-		13.71		-
Tier 5		30.51		-		11.21		-		31.10		-		12.66		-
Tier 6		29.03		-		10.66		-		29.59		-		12.05		-
Tier 7		32.51		-		11.94		-		33.14		-		13.49		-
Tier 8		29.98		-		11.01		-		30.56		-		12.45		-
Tier 9		-		30.32		-		11.17		-		30.94		-		12.58
Tier 10		-		33.40		-		12.30		-		34.08		-		13.86
Tier 11		-		27.96		-		10.30		-		28.53		-		11.60
Tier 12		-		31.41		-		11.57		-		32.05		-		13.04
Tier 13		-		26.30		-		9.69		-		26.83		-		10.91
Tier 14		-		28.51		-		10.50		-		29.09		-		11.83
MassMutual RetireEase Select^SM
Tier 1		25.98		-		10.28		-		22.68		-		12.18		-
Tier 2		28.23		-		11.17		-		24.64		-		13.24		-
MassMutual Transitions Select^SM
Tier 1		41.67		-		15.57		-		43.90		-		16.02		-
Tier 2		-		40.07		-		15.02		-		42.26		-		15.41
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		19.91		-		-		-		18.22		-		9.93
Tier 2		-		19.35		-		-		-		17.70		-		9.65
Tier 3		-		19.91		-		-		-		18.22		-		9.93
MassMutual Capital Vantage^SM
Tier 1		-		19.83		-		-		-		18.14		-		9.89
Tier 2		-		20.40		-		-		-		18.67		-		10.18
Tier 3		-		19.11		-		-		-		17.49		-		9.53
Tier 4		-		19.83		-		-		-		18.14		-		9.89
Tier 5		-		19.67		-		-		-		18.00		-		9.81
Tier 6		-		20.40		-		-		-		18.67		-		10.18
MassMutual Envision VA		-		-		-		9.38		-		10.76		-		9.63

See Notes to Financial Statements.

F-122

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I. U.S. Government		Janus Henderson Global Technology and
	Health Care		Health Care		Main Street		Main Street		Technology		Technology		Money		Innovation
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
ASSETS
Investments
Number of shares		319,569		313,086		1,618,608		1,141,907		422,339		524,777		5,993,170		43,826
Identified cost	$	8,846,835	$	8,142,205	$	34,954,054	$	24,000,714	$	8,689,163	$	9,692,760	$	5,993,170	$	574,601
Value	$	8,280,032	$	7,445,183	$	29,491,035	$	20,291,691	$	7,813,274	$	8,322,967	$	5,993,169	$	703,850
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		1		-		-		-		-		-		-
Total assets		8,280,032		7,445,184		29,491,035		20,291,691		7,813,274		8,322,967		5,993,169		703,850
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		703		-		1,911		-		1,293		-		2,592		-
Payable to Massachusetts Mutual Life Insurance Company		112		-		147		18		107		-		76		-
Total liabilities		815		-		2,058		18		1,400		-		2,668		-
NET ASSETS	$	8,279,217	$	7,445,184	$	29,488,977	$	20,291,673	$	7,811,874	$	8,322,967	$	5,990,501	$	703,850
Net Assets:
Accumulation units - value	$	7,922,242	$	7,445,184	$	29,202,505	$	20,291,673	$	7,590,234	$	8,321,135	$	5,896,929	$	703,850
Contracts in payout (annuitization) period		356,975		-		286,472		-		221,640		1,832		93,572		-
Net assets	$	8,279,217	$	7,445,184	$	29,488,977	$	20,291,673	$	7,811,874	$	8,322,967	$	5,990,501	$	703,850
Outstanding units
Contract owners		237,830		221,061		778,371		881,293		341,037		181,352		559,667		61,103
UNIT VALUE
Panorama Premier	$	34.80	$	-	$	33.10	$	-	$	11.50	$	-	$	12.04	$	-
Panorama Passage®
Tier 1		34.07		-		33.53		-		11.25		-		10.30		-
Tier 2		32.96		-		32.44		-		10.89		-		9.97		-
Tier 3		36.14		-		35.62		-		11.94		-		10.94		-
Tier 4		34.25		-		33.76		-		11.32		-		10.37		-
MassMutual Artistry		31.61		-		31.11		-		11.40		-		10.67		-
MassMutual Transitions®
Custom Plan		39.40		-		43.45		-		45.06		-		10.71		-
Package Plan I		39.40		-		43.45		-		45.06		-		10.71		-
Package Plan II		36.53		-		40.29		-		41.78		-		9.93		-
Package Plan III		34.61		-		38.17		-		39.58		-		9.41		-

See Notes to Financial Statements.

F-123

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I. U.S. Government		Janus Henderson Global Technology and
	Health Care		Health Care		Main Street		Main Street		Technology		Technology		Money		Innovation
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		31.20		-		35.85		-		39.95		-		9.48		-
Tier 2		28.82		-		33.11		-		36.90		-		8.76		-
Tier 3		27.42		-		31.51		-		35.12		-		8.34		-
Tier 4		28.77		-		33.06		-		36.84		-		8.74		-
Tier 5		26.58		-		30.54		-		34.03		-		8.08		-
Tier 6		25.29		-		29.06		-		32.39		-		7.69		-
Tier 7		28.32		-		32.54		-		36.27		-		8.61		-
Tier 8		26.12		-		30.01		-		33.45		-		7.94		-
Tier 9		-		26.45		-		30.37		-		33.86		-		-
Tier 10		-		29.13		-		33.45		-		37.29		-		-
Tier 11		-		24.39		-		28.01		-		31.22		-		-
Tier 12		-		27.40		-		31.47		-		35.08		-		-
Tier 13		-		22.94		-		26.34		-		29.36		-		-
Tier 14		-		24.87		-		28.56		-		31.84		-		-
MassMutual RetireEase Select^SM
Tier 1		25.41		-		26.49		-		34.43		-		-		-
Tier 2		27.60		-		28.78		-		37.41		-		-		-
MassMutual Transitions Select^SM
Tier 1		37.22		-		41.76		-		54.01		-		10.29		-
Tier 2		-		35.84		-		40.18		-		51.98		-		-
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		-		-		19.89		-		-		-		-
Tier 2		-		-		-		19.33		-		-		-		-
Tier 3		-		-		-		19.89		-		-		-		-
MassMutual Capital Vantage^SM
Tier 1		-		-		-		19.80		-		-		-		-
Tier 2		-		-		-		20.38		-		-		-		-
Tier 3		-		-		-		19.09		-		-		-		-
Tier 4		-		-		-		19.80		-		-		-		-
Tier 5		-		-		-		19.64		-		-		-		-
Tier 6		-		-		-		20.38		-		-		-		-
MassMutual Envision VA		-		-		-		-		-		-		-		11.52

See Notes to Financial Statements.

F-124

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

					MML		MML
	MML		MML		American		American		MML		MML
	Aggressive		Aggressive		Funds		Funds		Balanced		Balanced		MML		MML
	Allocation		Allocation		Core Allocation		Growth		Allocation		Allocation		Blend		Blend
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)						(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		3,196,294		8,681,774		65,448,686		16,828,953		6,623,132		31,055,790		2,611,987		9,721,555
Identified cost	$	30,206,672	$	79,469,075	$	733,431,836	$	248,649,660	$	62,572,725	$	287,995,897	$	55,292,947	$	203,672,001
Value	$	26,625,130	$	70,496,002	$	658,413,776	$	234,932,185	$	54,442,143	$	252,483,577	$	50,812,847	$	187,651,148
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		26,625,130		70,496,002		658,413,776		234,932,185		54,442,143		252,483,577		50,812,847		187,651,148
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		-		-		-		-		-		314		-
Payable to Massachusetts Mutual Life Insurance Company		40		22		82		39		64		11		56		13
Total liabilities		40		22		82		39		64		11		370		13
NET ASSETS	$	26,625,090	$	70,495,980	$	658,413,694	$	234,932,146	$	54,442,079	$	252,483,566	$	50,812,477	$	187,651,135
Net Assets:
Accumulation units - value	$	26,625,090	$	70,495,980	$	658,069,402	$	234,734,056	$	54,442,079	$	252,372,531	$	49,570,542	$	187,651,135
Contracts in payout (annuitization) period		-		-		344,292		198,090		-		111,035		1,241,935		-
Net assets	$	26,625,090	$	70,495,980	$	658,413,694	$	234,932,146	$	54,442,079	$	252,483,566	$	50,812,477	$	187,651,135
Outstanding units
Contract owners		1,027,797		3,406,635		33,354,597		7,531,821		2,873,841		15,847,072		1,626,991		10,381,369
UNIT VALUE
Panorama Premier	$	25.11	$	-	$	-	$	-	$	18.67	$	-	$	27.35	$	-
Panorama Passage®
Tier 1		24.76		-		-		-		18.40		-		28.82		-
Tier 2		24.13		-		-		-		17.94		-		27.89		-
Tier 3		25.76		-		-		-		19.15		-		30.62		-
Tier 4		24.72		-		-		-		18.37		-		29.02		-
MassMutual Artistry		26.01		-		27.72		68.55		19.33		-		30.41		-
MassMutual Transitions®
Custom Plan		26.98		-		-		-		20.06		-		36.34		-
Package Plan I		26.98		-		-		-		20.06		-		36.34		-
Package Plan II		25.52		-		-		-		18.97		-		33.70		-
Package Plan III		24.52		-		-		-		18.23		-		31.93		-

See Notes to Financial Statements.

F-125

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

					MML		MML
	MML		MML		American		American		MML		MML
	Aggressive		Aggressive		Funds		Funds		Balanced		Balanced		MML		MML
	Allocation		Allocation		Core Allocation		Growth		Allocation		Allocation		Blend		Blend
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)						(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		24.52		-		20.83		46.21		18.23		-		29.46		-
Tier 2		23.01		-		19.60		43.47		17.10		-		27.21		-
Tier 3		22.11		-		18.86		41.83		16.43		-		25.90		-
Tier 4		23.01		-		19.60		43.47		17.10		-		27.17		-
Tier 5		21.58		-		18.43		40.89		16.05		-		25.10		-
Tier 6		20.74		-		17.74		39.35		15.42		-		23.88		-
Tier 7		22.64		-		19.30		42.81		16.83		-		26.75		-
Tier 8		21.24		-		18.15		40.26		15.79		-		24.67		-
Tier 9		-		21.11		18.72		41.52		-		15.73		-		24.96
Tier 10		-		22.86		20.21		44.82		-		17.04		-		27.50
Tier 11		-		19.81		17.60		39.05		-		14.76		-		23.02
Tier 12		-		21.50		19.01		42.16		-		16.02		-		25.86
Tier 13		-		18.62		16.56		36.72		-		13.88		-		21.65
Tier 14		-		19.85		17.60		39.04		-		14.79		-		23.48
MassMutual RetireEase Select^SM
Tier 1		-		-		-		-		-		-		23.17		-
Tier 2		-		-		-		-		-		-		25.18		-
MassMutual Transitions Select^SM
Tier 1		26.13		-		22.15		49.13		19.43		-		33.25		-
Tier 2		-		25.12		22.15		49.13		-		18.72		-		32.00
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		16.67		15.39		28.64		-		13.39		-		16.26
Tier 2		-		16.20		14.95		27.83		-		13.01		-		15.80
Tier 3		-		16.67		15.39		28.64		-		13.39		-		16.26
MassMutual Capital Vantage^SM
Tier 1		-		16.60		15.32		28.52		-		13.33		-		16.19
Tier 2		-		17.08		15.77		29.35		-		13.72		-		16.66
Tier 3		-		16.00		14.77		27.49		-		12.85		-		15.61
Tier 4		-		16.60		15.32		28.52		-		13.33		-		16.19
Tier 5		-		16.47		15.20		28.29		-		13.22		-		16.06
Tier 6		-		17.08		15.77		29.35		-		13.72		-		16.66
MassMutual Envision VA		-		10.40		10.32		11.03		-		9.87		-		10.31

See Notes to Financial Statements.

F-126

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	MML		MML		MML		MML		MML
	Blue Chip		Blue Chip		Conservative		Conservative		Dynamic		MML		MML		MML
	Growth		Growth		Allocation		Allocation		Bond		Equity		Equity		Equity Income
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Service Class I)		(Initial Class)		(Service Class)		(Initial Class)
ASSETS
Investments
Number of shares		2,909,252		10,539,264		6,075,059		26,887,376		1,458,905		828,872		3,072,674		10,794,389
Identified cost	$	48,168,351	$	162,530,432	$	56,964,837	$	247,410,338	$	13,982,828	$	21,168,303	$	76,009,748	$	105,220,024
Value	$	46,548,031	$	154,927,184	$	48,661,224	$	212,410,273	$	12,459,052	$	21,776,655	$	78,993,271	$	106,756,504
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		46,548,031		154,927,184		48,661,224		212,410,273		12,459,052		21,776,655		78,993,271		106,756,504
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		1,571		-		-		-		-		333		-		2,749
Payable to Massachusetts Mutual Life Insurance Company		127		23		34		17		-		73		10		113
Total liabilities		1,698		23		34		17		-		406		10		2,862
NET ASSETS	$	46,546,333	$	154,927,161	$	48,661,190	$	212,410,256	$	12,459,052	$	21,776,249	$	78,993,261	$	106,753,642
Net Assets:
Accumulation units - value	$	45,446,116	$	154,921,884	$	48,485,976	$	212,331,806	$	12,459,052	$	20,981,862	$	78,993,261	$	103,000,206
Contracts in payout (annuitization) period		1,100,217		5,277		175,214		78,450		-		794,387		-		3,753,436
Net assets	$	46,546,333	$	154,927,161	$	48,661,190	$	212,410,256	$	12,459,052	$	21,776,249	$	78,993,261	$	106,753,642
Outstanding units
Contract owners		794,854		5,915,497		2,694,952		13,893,472		1,249,453		720,763		3,418,217		3,189,746
UNIT VALUE
Panorama Premier	$	64.62	$	-	$	17.61	$	-	$	-	$	24.25	$	-	$	40.15
Panorama Passage®
Tier 1		63.43		-		17.35		-		-		26.81		-		39.41
Tier 2		61.37		-		16.92		-		-		25.94		-		38.13
Tier 3		66.79		-		18.06		-		-		28.49		-		41.50
Tier 4		63.30		-		17.33		-		-		27.00		-		39.33
MassMutual Artistry		67.63		-		18.23		-		-		29.19		-		42.02
MassMutual Transitions®
Custom Plan		62.43		-		18.91		-		-		37.06		-		37.66
Package Plan I		62.43		-		18.91		-		-		37.06		-		37.66
Package Plan II		57.89		-		17.89		-		-		34.36		-		34.92
Package Plan III		54.85		-		17.19		-		-		32.56		-		33.09

See Notes to Financial Statements.

F-127

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	MML		MML		MML		MML		MML
	Blue Chip		Blue Chip		Conservative		Conservative		Dynamic		MML		MML		MML
	Growth		Growth		Allocation		Allocation		Bond		Equity		Equity		Equity Income
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Service Class I)		(Initial Class)		(Service Class)		(Initial Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		50.37		-		17.19		-		-		29.97		-		30.52
Tier 2		46.53		-		16.13		-		-		27.69		-		28.19
Tier 3		44.28		-		15.50		-		-		26.35		-		26.83
Tier 4		46.45		-		16.13		-		-		27.64		-		28.15
Tier 5		42.91		-		15.13		-		-		25.54		-		26.00
Tier 6		40.83		-		14.54		-		-		24.30		-		24.74
Tier 7		45.73		-		15.87		-		-		27.21		-		27.71
Tier 8		42.17		-		14.89		-		-		25.10		-		25.55
Tier 9		-		42.66		-		14.80		-		-		25.40		-
Tier 10		-		46.99		-		16.02		-		-		27.98		-
Tier 11		-		39.35		-		13.88		-		-		23.43		-
Tier 12		-		44.20		-		15.07		-		-		26.32		-
Tier 13		-		37.00		-		13.06		-		-		22.03		-
Tier 14		-		40.12		-		13.91		-		-		23.89		-
MassMutual RetireEase Select^SM
Tier 1		38.87		-		-		-		-		20.20		-		21.09
Tier 2		42.23		-		-		-		-		21.95		-		22.92
MassMutual Transitions Select^SM
Tier 1		59.83		-		18.32		-		-		33.78		-		34.44
Tier 2		-		57.55		-		17.61		-		-		32.51		-
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		22.90		-		12.69		9.98		-		17.85		-
Tier 2		-		22.25		-		12.34		9.69		-		17.34		-
Tier 3		-		22.90		-		12.69		9.98		-		17.85		-
MassMutual Capital Vantage^SM
Tier 1		-		22.80		-		12.64		9.94		-		17.77		-
Tier 2		-		23.46		-		13.01		10.22		-		18.29		-
Tier 3		-		21.98		-		12.19		9.58		-		17.13		-
Tier 4		-		22.80		-		12.64		9.94		-		17.77		-
Tier 5		-		22.62		-		12.54		9.85		-		17.63		-
Tier 6		-		23.46		-		13.01		10.22		-		18.29		-
MassMutual Envision VA		-		10.74		-		9.75		9.31		-		10.53		-

See Notes to Financial Statements.

F-128

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

			MML		MML		MML		MML						MML
	MML		Equity		Equity		Equity		Focused		MML		MML		Fundamental
	Equity Income		Index		Index		Rotation		Equity		Foreign		Foreign		Equity
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Service Class)		(Class I)		(Service Class I)		(Service Class I)				(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		7,343,235		1,057,674		966,789		136,755		3,221,421		8,659,861		976,591		2,218,966
Identified cost	$	72,304,861	$	30,546,875	$	25,904,069	$	1,750,025	$	21,462,278	$	77,729,539	$	8,424,626	$	21,298,730
Value	$	71,229,374	$	31,814,845	$	27,437,474	$	1,683,459	$	21,905,663	$	82,528,470	$	9,248,312	$	21,435,216
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		71,229,374		31,814,845		27,437,474		1,683,459		21,905,663		82,528,470		9,248,312		21,435,216
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		964		-		-		-		1,979		-		-
Payable to Massachusetts Mutual Life Insurance Company		14		105		20		8		57		154		25		44
Total liabilities		14		1,069		20		8		57		2,133		25		44
NET ASSETS	$	71,229,360	$	31,813,776	$	27,437,454	$	1,683,451	$	21,905,606	$	82,526,337	$	9,248,287	$	21,435,172
Net Assets:
Accumulation units - value	$	71,223,919	$	31,229,551	$	27,437,454	$	1,683,451	$	21,905,606	$	79,010,593	$	9,248,287	$	21,356,813
Contracts in payout (annuitization) period		5,441		584,225		-		-		-		3,515,744		-		78,359
Net assets	$	71,229,360	$	31,813,776	$	27,437,454	$	1,683,451	$	21,905,606	$	82,526,337	$	9,248,287	$	21,435,172
Outstanding units
Contract owners		3,000,613		792,661		616,130		81,036		915,673		4,776,071		594,680		908,537
UNIT VALUE
Panorama Premier	$	-	$	35.70	$	-	$	-	$	33.17	$	16.38	$	-	$	33.74
Panorama Passage®
Tier 1		-		36.92		-		-		32.82		16.43		-		33.39
Tier 2		-		35.72		-		-		32.22		15.90		-		32.77
Tier 3		-		39.23		-		-		33.79		17.46		-		34.38
Tier 4		-		37.17		-		-		32.79		16.55		-		33.35
MassMutual Artistry		-		34.20		-		-		34.03		15.60		-		34.62
MassMutual Transitions®
Custom Plan		-		50.53		-		-		34.96		19.71		-		35.56
Package Plan I		-		50.53		-		-		34.96		19.71		-		35.56
Package Plan II		-		46.85		-		-		33.56		18.27		-		34.14
Package Plan III		-		44.39		-		-		32.59		17.31		-		33.16

See Notes to Financial Statements.

F-129

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

			MML		MML		MML		MML						MML
	MML		Equity		Equity		Equity		Focused		MML		MML		Fundamental
	Equity Income		Index		Index		Rotation		Equity		Foreign		Foreign		Equity
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Service Class)		(Class I)		(Service Class I)		(Service Class I)				(Initial Class)		(Service Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		-		41.31		-		-		32.59		16.29		-		33.16
Tier 2		-		38.16		-		-		31.11		15.04		-		31.64
Tier 3		-		36.32		-		-		30.22		14.32		-		30.74
Tier 4		-		38.10		-		-		31.11		15.02		-		31.64
Tier 5		-		35.20		-		-		29.69		13.87		-		30.20
Tier 6		-		33.50		-		-		28.84		13.20		-		29.33
Tier 7		-		37.51		-		-		30.75		14.78		-		31.28
Tier 8		-		34.59		-		-		29.35		13.64		-		29.85
Tier 9		25.87		-		35.01		-		30.04		-		13.81		30.56
Tier 10		28.49		-		38.56		-		31.84		-		15.21		32.39
Tier 11		23.86		-		32.29		-		28.67		-		12.74		29.16
Tier 12		26.80		-		36.27		-		30.39		-		14.31		30.91
Tier 13		22.43		-		30.37		-		27.21		-		11.98		27.67
Tier 14		24.32		-		32.92		-		28.50		-		12.99		28.99
MassMutual RetireEase Select^SM
Tier 1		-		30.62		-		-		-		9.84		-		-
Tier 2		-		33.27		-		-		-		10.70		-		-
MassMutual Transitions Select^SM
Tier 1		-		47.86		-		-		34.15		18.63		-		34.74
Tier 2		33.15		-		46.07		-		34.15		-		17.94		34.74
MassMutual Equity Edge^SM
Tier 1		-		35.84		-		-		-		-		-		-
Tier 2		-		36.48		-		-		-		-		-		-
Tier 3		-		38.13		-		-		-		-		-		-
Tier 4		-		38.13		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		18.34		-		-		-		23.24		-		11.62		23.59
Tier 2		17.82		-		-		-		22.58		-		11.29		22.93
Tier 3		18.34		-		-		-		23.24		-		11.62		23.59
MassMutual Capital Vantage^SM
Tier 1		18.26		-		-		23.22		23.14		-		11.57		23.49
Tier 2		18.79		-		-		23.89		23.81		-		11.91		24.18
Tier 3		17.60		-		-		22.38		22.31		-		11.15		22.65
Tier 4		18.26		-		-		23.22		23.14		-		11.57		23.49
Tier 5		18.12		-		-		23.03		22.95		-		11.47		23.30
Tier 6		18.79		-		-		23.89		23.81		-		11.91		24.18
MassMutual Envision VA		10.20		-		-		11.34		10.85		-		9.96		10.54

See Notes to Financial Statements.

F-130

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	MML								MML		MML				MML
	Fundamental		MML		MML		MML		Growth		Growth		MML		Income
	Value		Global		Global		Global		Allocation		Allocation		High Yield		& Growth
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
			(Class I)		(Class II)		(Service Class I)		(Initial Class)		(Service Class)				(Initial Class)
ASSETS
Investments
Number of shares		1,835,214		1,092,740		898,366		5,334,971		39,617,791		84,820,410		4,643,926		2,021,610
Identified cost	$	21,490,162	$	6,004,492	$	5,264,125	$	24,445,459	$	332,715,233	$	706,254,892	$	42,900,749	$	19,995,950
Value	$	21,398,596	$	4,644,146	$	4,141,467	$	21,339,885	$	285,644,273	$	604,769,526	$	39,426,929	$	20,337,399
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		21,398,596		4,644,146		4,141,467		21,339,885		285,644,273		604,769,526		39,426,929		20,337,399
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		-		5		-		-		-		82		221
Payable to Massachusetts Mutual Life Insurance Company		49		84		11		12		47		41		28		97
Total liabilities		49		84		16		12		47		41		110		318
NET ASSETS	$	21,398,547	$	4,644,062	$	4,141,451	$	21,339,873	$	285,644,226	$	604,769,485	$	39,426,819	$	20,337,081
Net Assets:
Accumulation units - value	$	21,398,547	$	4,321,356	$	4,141,293	$	21,339,873	$	285,644,226	$	604,769,485	$	39,424,071	$	19,553,458
Contracts in payout (annuitization) period		-		322,706		158		-		-		-		2,748		783,623
Net assets	$	21,398,547	$	4,644,062	$	4,141,451	$	21,339,873	$	285,644,226	$	604,769,485	$	39,426,819	$	20,337,081
Outstanding units
Contract owners		1,160,477		182,051		224,321		1,101,260		12,416,012		28,790,959		2,723,099		638,019
UNIT VALUE
Panorama Premier	$	24.98	$	-	$	21.06	$	-	$	22.63	$	-	$	18.27	$	35.68
Panorama Passage®
Tier 1		24.72		-		20.32		-		22.31		-		18.04		27.38
Tier 2		24.26		-		19.66		-		21.74		-		17.65		26.49
Tier 3		25.45		-		21.59		-		23.21		-		18.67		29.09
Tier 4		24.69		-		20.46		-		22.27		-		18.02		27.57
MassMutual Artistry		25.63		-		15.23		-		23.44		-		18.82		26.26
MassMutual Transitions®
Custom Plan		26.33		26.62		-		-		24.31		-		19.42		35.50
Package Plan I		26.33		26.62		-		-		24.31		-		19.42		35.50
Package Plan II		25.27		24.68		-		-		22.99		-		18.52		32.92
Package Plan III		24.55		23.39		-		-		22.09		-		17.90		31.19

See Notes to Financial Statements.

F-131

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023


	MML								MML		MML				MML
	Fundamental		MML		MML		MML		Growth		Growth		MML		Income
	Value		Global		Global		Global		Allocation		Allocation		High Yield		& Growth
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
			(Class I)		(Class II)		(Service Class I)		(Initial Class)		(Service Class)				(Initial Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		24.55		23.22		-		-		22.09		-		17.90		28.23
Tier 2		23.43		21.45		-		-		20.73		-		16.94		26.08
Tier 3		22.76		20.42		-		-		19.92		-		16.38		24.82
Tier 4		23.43		21.42		-		-		20.73		-		16.94		26.04
Tier 5		22.36		19.79		-		-		19.45		-		16.04		24.05
Tier 6		21.72		18.83		-		-		18.69		-		15.50		22.89
Tier 7		23.16		21.08		-		-		20.40		-		16.71		25.63
Tier 8		22.10		19.45		-		-		19.14		-		15.83		23.64
Tier 9		22.62		-		-		19.75		-		19.08		16.26		-
Tier 10		23.98		-		-		21.76		-		20.66		17.41		-
Tier 11		21.59		-		-		18.22		-		17.90		15.40		-
Tier 12		22.89		-		-		20.46		-		19.43		16.49		-
Tier 13		20.49		-		-		17.13		-		16.83		14.48		-
Tier 14		21.47		-		-		18.57		-		17.94		15.29		-
MassMutual RetireEase Select^SM
Tier 1		-		18.48		-		-		-		-		-		19.97
Tier 2		-		20.08		-		-		-		-		-		21.70
MassMutual Transitions Select^SM
Tier 1		25.72		28.62		-		-		23.55		-		18.90		32.32
Tier 2		25.72		-		-		27.65		-		22.70		18.90		-
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		17.87		-		-		17.00		-		15.45		13.19		-
Tier 2		17.37		-		-		16.52		-		15.02		12.81		-
Tier 3		17.87		-		-		17.00		-		15.45		13.19		-
MassMutual Capital Vantage^SM
Tier 1		17.80		-		-		16.93		-		15.39		13.13		-
Tier 2		18.32		-		-		17.42		-		15.84		13.51		-
Tier 3		17.16		-		-		16.32		-		14.83		12.66		-
Tier 4		17.80		-		-		16.93		-		15.39		13.13		-
Tier 5		17.65		-		-		16.79		-		15.26		13.03		-
Tier 6		18.32		-		-		17.42		-		15.84		13.51		-
MassMutual Envision VA		10.71		-		-		10.00		-		10.21		10.05		-

See Notes to Financial Statements.

F-132

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

			MML		MML
	MML		Inflation-		Inflation-		MML		MML		MML		MML		MML
	Income		Protected		Protected		International		iShares® 60/40		iShares® 80/20		Large Cap		Large Cap
	& Growth		and Income		and Income		Equity		Allocation		Allocation		Growth		Growth
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Service Class)		(Initial Class)		(Service Class)								(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		2,869,481		9,876,179		4,648,769		954,031		1,279,561		3,806,566		1,096,353		2,205,500
Identified cost	$	27,688,027	$	100,968,389	$	47,841,396	$	8,699,987	$	11,804,633	$	34,693,983	$	12,770,713	$	25,844,243
Value	$	28,235,697	$	86,120,282	$	40,118,876	$	9,683,411	$	12,501,316	$	37,951,461	$	15,239,303	$	28,781,769
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		1		-		-
Total assets		28,235,697		86,120,282		40,118,876		9,683,411		12,501,316		37,951,462		15,239,303		28,781,769
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		5,379		-		-		-		-		281		-
Payable to Massachusetts Mutual Life Insurance Company		18		268		12		28		1		-		85		3
Total liabilities		18		5,647		12		28		1		-		366		3
NET ASSETS	$	28,235,679	$	86,114,635	$	40,118,864	$	9,683,383	$	12,501,315	$	37,951,462	$	15,238,937	$	28,781,766
Net Assets:
Accumulation units - value	$	28,235,679	$	83,158,876	$	40,114,633	$	9,683,383	$	12,501,315	$	37,951,462	$	15,093,076	$	28,781,766
Contracts in payout (annuitization) period		-		2,955,759		4,231		-		-		-		145,861		-
Net assets	$	28,235,679	$	86,114,635	$	40,118,864	$	9,683,383	$	12,501,315	$	37,951,462	$	15,238,937	$	28,781,766
Outstanding units
Contract owners		1,338,100		6,094,042		3,388,684		759,728		1,239,115		3,671,842		348,658		1,115,328
UNIT VALUE
Panorama Premier	$	-	$	14.73	$	-	$	-	$	-	$	-	$	35.13	$	-
Panorama Passage®
Tier 1		-		14.46		-		-		-		-		35.32		-
Tier 2		-		13.99		-		-		-		-		34.17		-
Tier 3		-		15.22		-		-		-		-		37.53		-
Tier 4		-		14.43		-		-		-		-		35.56		-
MassMutual Artistry		-		15.41		-		12.15		-		-		29.14		-
MassMutual Transitions®
Custom Plan		-		16.16		-		12.43		-		-		50.94		-
Package Plan I		-		16.16		-		12.43		-		-		50.94		-
Package Plan II		-		15.03		-		12.01		-		-		47.24		-
Package Plan III		-		14.28		-		11.73		-		-		44.76		-

See Notes to Financial Statements.

F-133

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

			MML		MML
	MML		Inflation-		Inflation-		MML		MML		MML		MML		MML
	Income		Protected		Protected		International		iShares® 60/40		iShares® 80/20		Large Cap		Large Cap
	& Growth		and Income		and Income		Equity		Allocation		Allocation		Growth		Growth
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Service Class)		(Initial Class)		(Service Class)								(Initial Class)		(Service Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		-		13.39		-		11.73		-		-		42.37		-
Tier 2		-		12.37		-		11.28		-		-		39.14		-
Tier 3		-		11.77		-		11.01		-		-		37.24		-
Tier 4		-		12.35		-		11.28		-		-		39.08		-
Tier 5		-		11.40		-		10.85		-		-		36.10		-
Tier 6		-		10.85		-		10.60		-		-		34.35		-
Tier 7		-		12.15		-		11.17		-		-		38.47		-
Tier 8		-		11.21		-		10.75		-		-		35.48		-
Tier 9		23.94		-		11.33		10.96		-		-		-		35.89
Tier 10		26.37		-		12.48		11.50		-		-		-		39.53
Tier 11		22.08		-		10.45		10.54		-		-		-		33.10
Tier 12		24.81		-		11.73		11.07		-		-		-		37.18
Tier 13		20.77		-		9.82		10.10		-		-		-		31.12
Tier 14		22.51		-		10.65		10.49		-		-		-		33.75
MassMutual RetireEase Select^SM
Tier 1		-		12.81		-		-		-		-		36.88		-
Tier 2		-		13.92		-		-		-		-		40.07		-
MassMutual Transitions Select^SM
Tier 1		-		14.48		-		12.19		-		-		53.28		-
Tier 2		31.13		-		13.92		12.19		-		-		-		51.25
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		18.69		-		10.89		13.19		-		-		-		25.96
Tier 2		18.16		-		10.58		12.81		-		-		-		25.23
Tier 3		18.69		-		10.89		13.19		-		-		-		25.96
MassMutual Capital Vantage^SM
Tier 1		18.62		-		10.85		13.13		-		-		-		25.85
Tier 2		19.16		-		11.16		13.51		-		-		-		26.60
Tier 3		17.94		-		10.46		12.66		-		-		-		24.92
Tier 4		18.62		-		10.85		13.13		-		-		-		25.85
Tier 5		18.46		-		10.76		13.03		-		-		-		25.64
Tier 6		19.16		-		11.16		13.51		-		-		-		26.60
MassMutual Envision VA		10.74		-		9.19		10.26		10.09		10.34		-		12.17

See Notes to Financial Statements.

F-134

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023


	MML		MML		MML		MML
	Managed		Managed		Managed		Managed		MML		MML		MML		MML
	Bond		Bond		Volatility		Volatility		Mid Cap Growth		Mid Cap Growth		Mid Cap Value		Mid Cap Value
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		6,739,477		15,165,135		5,027,177		1,432,537		5,737,600		9,103,620		12,392,993		6,035,928
Identified cost	$	83,951,358	$	187,771,998	$	64,019,486	$	17,911,377	$	77,152,577	$	109,364,608	$	112,653,649	$	54,537,774
Value	$	73,155,604	$	163,963,288	$	61,465,617	$	17,363,298	$	61,851,323	$	87,758,898	$	97,904,648	$	46,054,127
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		73,155,604		163,963,288		61,465,617		17,363,298		61,851,323		87,758,898		97,904,648		46,054,127
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		4,408		-		1,902		-		2,760		-		4,334		-
Payable to Massachusetts Mutual Life Insurance Company		234		12		236		14		389		14		239		21
Total liabilities		4,642		12		2,138		14		3,149		14		4,573		21
NET ASSETS	$	73,150,962	$	163,963,276	$	61,463,479	$	17,363,284	$	61,848,174	$	87,758,884	$	97,900,075	$	46,054,106
Net Assets:
Accumulation units - value	$	70,527,523	$	163,958,102	$	59,149,095	$	17,363,284	$	60,605,199	$	87,758,884	$	94,627,203	$	46,054,106
Contracts in payout (annuitization) period		2,623,439		5,174		2,314,384		-		1,242,975		-		3,272,872		-
Net assets	$	73,150,962	$	163,963,276	$	61,463,479	$	17,363,284	$	61,848,174	$	87,758,884	$	97,900,075	$	46,054,106
Outstanding units
Contract owners		4,749,269		13,114,910		3,212,163		1,055,623		1,006,915		3,484,460		2,178,707		2,015,747
UNIT VALUE
Panorama Premier	$	-	$	12.42	$	17.47	$	-	$	103.09	$	-	$	55.96	$	-
Panorama Passage®
Tier 1		18.86		-		17.11		-		76.14		-		59.09		-
Tier 2		18.25		-		16.55		-		73.66		-		57.17		-
Tier 3		20.04		-		18.15		-		80.89		-		62.78		-
Tier 4		18.99		-		17.20		-		76.66		-		59.50		-
MassMutual Artistry		19.30		-		18.25		-		62.16		-		63.84		-
MassMutual Transitions®
Custom Plan		17.93		-		23.07		-		70.83		-		51.94		-
Package Plan I		17.93		-		23.07		-		70.83		-		51.94		-
Package Plan II		16.63		-		21.39		-		65.68		-		48.16		-
Package Plan III		15.75		-		20.27		-		62.23		-		45.63		-

See Notes to Financial Statements.

F-135

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	MML		MML		MML		MML
	Managed		Managed		Managed		Managed		MML		MML		MML		MML
	Bond		Bond		Volatility		Volatility		Mid Cap Growth		Mid Cap Growth		Mid Cap Value		Mid Cap Value
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		14.15		-		17.61		-		41.21		-		39.91		-
Tier 2		13.07		-		16.27		-		38.40		-		36.86		-
Tier 3		12.44		-		15.48		-		36.74		-		35.08		-
Tier 4		13.05		-		16.24		-		38.40		-		36.81		-
Tier 5		12.05		-		15.00		-		35.78		-		34.00		-
Tier 6		11.47		-		14.28		-		34.24		-		32.35		-
Tier 7		12.84		-		15.99		-		37.74		-		36.23		-
Tier 8		11.84		-		14.75		-		35.17		-		33.41		-
Tier 9		-		11.99		-		14.93		-		35.24		-		33.81
Tier 10		-		13.21		-		16.44		-		38.49		-		37.24
Tier 11		-		11.06		-		13.77		-		32.84		-		31.18
Tier 12		-		12.42		-		15.47		-		36.20		-		35.03
Tier 13		-		10.40		-		12.95		-		30.88		-		29.33
Tier 14		-		11.28		-		14.04		-		33.14		-		31.80
MassMutual RetireEase Select^SM
Tier 1		13.05		-		12.74		-		35.34		-		27.54		-
Tier 2		14.17		-		13.85		-		38.40		-		29.92		-
MassMutual Transitions Select^SM
Tier 1		15.35		-		20.28		-		44.23		-		44.48		-
Tier 2		-		14.78		-		19.52		-		42.59		-		42.80
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		10.02		-		12.59		-		19.67		-		17.56
Tier 2		-		9.74		-		12.23		-		19.12		-		17.07
Tier 3		-		10.02		-		12.59		-		19.67		-		17.56
MassMutual Capital Vantage^SM
Tier 1		-		9.98		-		12.53		-		19.59		-		17.49
Tier 2		-		10.27		-		12.90		-		20.16		-		18.00
Tier 3		-		9.62		-		12.08		-		18.89		-		16.86
Tier 4		-		9.98		-		12.53		-		19.59		-		17.49
Tier 5		-		9.90		-		12.43		-		19.43		-		17.35
Tier 6		-		10.27		-		12.90		-		20.16		-		18.00
MassMutual Envision VA		-		9.18		-		10.18		-		10.60		-		10.22

See Notes to Financial Statements.

F-136

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	MML		MML		MML		MML		MML		MML		MML		MML
	Moderate		Moderate		Short-Duration		Small Cap		Small Cap		Small Cap		Small Cap		Small
	Allocation		Allocation		Bond		Equity		Equity		Growth Equity		Growth Equity		Company Value
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)				(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		18,769,222		114,494,046		3,418,674		2,033,050		2,379,083		6,577,831		2,780,239		3,140,576
Identified cost	$	184,081,620	$	1,108,313,751	$	31,830,423	$	19,626,134	$	22,829,188	$	75,559,369	$	29,978,460	$	29,120,419
Value	$	159,163,004	$	956,025,288	$	30,357,829	$	22,208,086	$	25,292,956	$	64,466,880	$	23,420,831	$	24,402,276
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		-		-
Total assets		159,163,004		956,025,288		30,357,829		22,208,086		25,292,956		64,466,880		23,420,831		24,402,276
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		-		64		2,471		-		3,200		-		-
Payable to Massachusetts Mutual Life Insurance Company		79		39		43		198		14		243		22		30
Total liabilities		79		39		107		2,669		14		3,443		22		30
NET ASSETS	$	159,162,925	$	956,025,249	$	30,357,722	$	22,205,417	$	25,292,942	$	64,463,437	$	23,420,809	$	24,402,246
Net Assets:
Accumulation units - value	$	159,162,925	$	955,929,648	$	30,355,591	$	21,915,330	$	25,292,942	$	61,865,290	$	23,420,809	$	24,402,246
Contracts in payout (annuitization) period		-		95,601		2,131		290,087		-		2,598,147		-		-
Net assets	$	159,162,925	$	956,025,249	$	30,357,722	$	22,205,417	$	25,292,942	$	64,463,437	$	23,420,809	$	24,402,246
Outstanding units
Contract owners		7,711,185		52,943,371		2,987,098		489,705		1,093,197		1,504,269		943,464		1,095,035
UNIT VALUE
Panorama Premier	$	20.18	$	-	$	10.36	$	54.42	$	-	$	56.55	$	-	$	-
Panorama Passage®
Tier 1		19.89		-		10.23		48.85		-		49.79		-		-
Tier 2		19.39		-		10.01		47.26		-		48.17		-		-
Tier 3		20.70		-		10.59		51.91		-		52.90		-		-
Tier 4		19.86		-		10.22		49.19		-		50.13		-		-
MassMutual Artistry		20.90		-		10.67		47.73		-		36.00		-		39.84
MassMutual Transitions®
Custom Plan		21.68		-		11.01		46.69		-		56.35		-		-
Package Plan I		21.68		-		11.01		46.69		-		56.35		-		-
Package Plan II		20.50		-		10.50		43.30		-		52.25		-		-
Package Plan III		19.70		-		10.15		41.02		-		49.50		-		-

See Notes to Financial Statements.

F-137

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

	MML		MML		MML		MML		MML		MML		MML		MML
	Moderate		Moderate		Short-Duration		Small Cap		Small Cap		Small Cap		Small Cap		Small
	Allocation		Allocation		Bond		Equity		Equity		Growth Equity		Growth Equity		Company Value
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)				(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		19.70		-		10.15		36.11		-		40.95		-		37.74
Tier 2		18.49		-		9.61		33.36		-		37.82		-		35.59
Tier 3		17.76		-		9.29		31.74		-		35.99		-		34.31
Tier 4		18.49		-		9.61		33.30		-		37.76		-		35.59
Tier 5		17.34		-		9.10		30.76		-		34.88		-		33.56
Tier 6		16.67		-		8.79		29.28		-		33.20		-		32.35
Tier 7		18.19		-		9.48		32.78		-		37.17		-		35.07
Tier 8		17.07		-		8.97		30.24		-		34.28		-		33.07
Tier 9		-		16.99		9.22		-		30.55		-		34.69		34.06
Tier 10		-		18.39		9.87		-		33.65		-		38.21		36.65
Tier 11		-		15.94		8.73		-		28.17		-		32.00		32.12
Tier 12		-		17.30		9.35		-		31.65		-		35.94		34.56
Tier 13		-		14.99		8.21		-		26.49		-		30.09		30.20
Tier 14		-		15.97		8.67		-		28.73		-		32.63		32.03
MassMutual RetireEase Select^SM
Tier 1		-		-		-		27.09		-		28.62		-		-
Tier 2		-		-		-		29.43		-		31.10		-		-
MassMutual Transitions Select^SM
Tier 1		21.00		-		10.72		43.03		-		50.70		-		40.02
Tier 2		-		20.21		10.72		-		41.34		-		48.79		40.02
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-
MassMutual Transitions Select^SMII
Tier 1		-		14.09		9.95		-		19.80		-		19.91		18.49
Tier 2		-		13.69		9.67		-		19.24		-		19.35		17.97
Tier 3		-		14.09		9.95		-		19.80		-		19.91		18.49
MassMutual Capital Vantage^SM
Tier 1		-		14.03		9.91		-		19.72		-		19.83		18.42
Tier 2		-		14.44		10.20		-		20.29		-		20.40		18.95
Tier 3		-		13.52		9.55		-		19.00		-		19.11		17.75
Tier 4		-		14.03		9.91		-		19.72		-		19.83		18.42
Tier 5		-		13.91		9.83		-		19.56		-		19.67		18.27
Tier 6		-		14.44		10.20		-		20.29		-		20.40		18.95
MassMutual Envision VA		-		10.00		9.80		-		10.53		9.95		-		10.11

See Notes to Financial Statements.

F-138

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

					MML										PIMCO
	MML		MML		Strategic		MML		MML				MML U.S.		Commodity
	Small/Mid Cap		Small/Mid Cap		Emerging		Sustainable		Sustainable		MML Total		Government		RealReturn®
	Value		Value		Markets		Equity		Equity		Return Bond		Money Market		Strategy
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)		(Service Class I)		(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		8,280,911		2,801,584		2,108,927		4,060,025		3,491,103		4,077,014		116,716,578		1,255,740
Identified cost	$	74,740,054	$	27,725,905	$	16,375,377	$	61,878,101	$	58,927,687	$	42,107,131	$	116,716,046	$	9,313,295
Value	$	74,279,769	$	24,597,903	$	11,198,405	$	59,763,562	$	50,481,351	$	36,326,198	$	116,716,576	$	6,856,345
Dividends receivable		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		-		-		-		1,340		-
Total assets		74,279,769		24,597,903		11,198,405		59,763,562		50,481,351		36,326,198		116,717,916		6,856,345
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		2,092		-		-		5,706		-		-		4,240		62
Payable to Massachusetts Mutual Life Insurance Company		234		-		69		234		16		28		-		106
Total liabilities		2,326		-		69		5,940		16		28		4,240		168
NET ASSETS	$	74,277,443	$	24,597,903	$	11,198,336	$	59,757,622	$	50,481,335	$	36,326,170	$	116,713,676	$	6,856,177
Net Assets:
Accumulation units - value	$	71,376,724	$	24,597,903	$	11,198,336	$	59,386,595	$	50,481,335	$	36,326,170	$	115,998,628	$	6,634,973
Contracts in payout (annuitization) period		2,900,719		-		-		371,027		-		-		715,048		221,204
Net assets	$	74,277,443	$	24,597,903	$	11,198,336	$	59,757,622	$	50,481,335	$	36,326,170	$	116,713,676	$	6,856,177
Outstanding units
Contract owners		2,046,774		1,126,743		986,758		1,321,303		2,038,182		3,711,823		12,230,273		985,786
UNIT VALUE
Panorama Premier	$	47.15	$	-	$	-	$	45.55	$	-	$	9.96	$	8.97	$	6.83
Panorama Passage®
Tier 1		46.28		-		-		44.71		-		9.85		8.84		6.72
Tier 2		44.78		-		-		43.25		-		9.67		8.61		6.53
Tier 3		48.74		-		-		47.08		-		10.15		9.20		7.02
Tier 4		46.19		-		-		44.62		-		9.84		8.82		6.71
MassMutual Artistry		49.34		-		13.57		47.67		-		10.22		9.28		7.10
MassMutual Transitions®
Custom Plan		51.75		-		-		49.99		-		10.50		9.63		7.39
Package Plan I		51.75		-		-		49.99		-		10.50		9.63		7.39
Package Plan II		48.14		-		-		46.50		-		10.08		9.11		6.95
Package Plan III		45.71		-		-		44.16		-		9.79		8.75		6.65

See Notes to Financial Statements.

F-139

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

					MML										PIMCO
	MML		MML		Strategic		MML		MML				MML U.S.		Commodity
	Small/Mid Cap		Small/Mid Cap		Emerging		Sustainable		Sustainable		MML Total		Government		RealReturn®
	Value		Value		Markets		Equity		Equity		Return Bond		Money Market		Strategy
	Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
	(Initial Class)		(Service Class)		(Service Class I)		(Initial Class)		(Service Class)
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		32.82		-		10.46		33.73		-		9.79		8.75		6.65
Tier 2		30.32		-		9.84		31.16		-		9.34		8.21		6.19
Tier 3		28.85		-		9.47		29.65		-		9.07		7.89		5.92
Tier 4		30.27		-		9.84		31.11		-		9.34		8.21		6.19
Tier 5		27.96		-		9.26		28.73		-		8.91		7.71		5.77
Tier 6		26.61		-		8.91		27.34		-		8.66		7.40		5.52
Tier 7		29.80		-		9.69		30.62		-		9.23		8.08		6.09
Tier 8		27.48		-		9.12		28.24		-		8.81		7.58		5.67
Tier 9		-		27.82		9.40		-		28.57		9.02		7.84		5.90
Tier 10		-		30.65		10.15		-		31.47		9.56		8.49		6.45
Tier 11		-		25.66		8.84		-		26.35		8.61		7.36		5.50
Tier 12		-		28.83		9.55		-		29.60		9.12		7.99		6.06
Tier 13		-		24.13		8.31		-		24.78		8.17		6.92		5.17
Tier 14		-		26.16		8.84		-		26.87		8.56		7.37		5.55
MassMutual RetireEase Select^SM
Tier 1		21.46		-		-		26.26		-		-		8.96		6.68
Tier 2		23.32		-		-		28.53		-		-		9.38		7.25
MassMutual Transitions Select^SM
Tier 1		36.46		-		11.13		39.02		-		10.25		9.33		7.13
Tier 2		-		35.10		11.13		-		37.54		10.25		9.33		7.13
MassMutual Equity Edge^SM
Tier 1		-		-		-		-		-		-		8.86		-
Tier 2		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		9.26		-
MassMutual Transitions Select^SMII
Tier 1		-		17.39		11.55		-		22.09		9.72		9.88		-
Tier 2		-		16.90		11.22		-		21.47		9.45		9.60		-
Tier 3		-		17.39		11.55		-		22.09		9.72		9.88		-
MassMutual Capital Vantage^SM
Tier 1		-		17.32		11.50		-		22.00		9.68		9.84		-
Tier 2		-		17.82		11.83		-		22.64		9.96		10.13		-
Tier 3		-		16.70		11.09		-		21.21		9.33		9.49		-
Tier 4		-		17.32		11.50		-		22.00		9.68		9.84		-
Tier 5		-		17.18		11.41		-		21.82		9.60		9.76		-
Tier 6		-		17.82		11.83		-		22.64		9.96		10.13		-
MassMutual Envision VA		-		10.16		8.48		11.13		-		9.11		10.34		-

See Notes to Financial Statements.

F-140

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

			VY®
			CBRE
	PIMCO		Global
	Income		Real Estate
	Sub-Account		Sub-Account
ASSETS
Investments
Number of shares		212,462		894,674
Identified cost	$	2,076,415	$	9,426,920
Value	$	2,113,999	$	9,161,460
Dividends receivable		-		-
Receivable from Massachusetts Mutual Life Insurance Company		180		-
Total assets		2,114,179		9,161,460
LIABILITIES
Payable to Annuitant mortality fluctuation fund reserve		-		55
Payable to Massachusetts Mutual Life Insurance Company		-		82
Total liabilities		-		137
NET ASSETS	$	2,114,179	$	9,161,323
Net Assets:
Accumulation units - value	$	2,114,179	$	8,695,691
Contracts in payout (annuitization) period		-		465,632
Net assets	$	2,114,179	$	9,161,323
Outstanding units
Contract owners		212,500		542,067
UNIT VALUE
Panorama Premier	$	-	$	16.7
Panorama Passage®
Tier 1		-		16.4
Tier 2		-		16.0
Tier 3		-		17.2
Tier 4		-		16.4
MassMutual Artistry		-		17.4
MassMutual Transitions®
Custom Plan		-		18.1
Package Plan I		-		18.1
Package Plan II		-		17.0
Package Plan III		-		16.3

See Notes to Financial Statements.

F-141

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

December 31, 2023

			VY®
			CBRE
	PIMCO		Global
	Income		Real Estate
	Sub-Account		Sub-Account
UNIT VALUE (continued)
MassMutual Evolution^SM
Tier 1		32.82		-
Tier 2		30.32		-
Tier 3		28.85		-
Tier 4		30.27		-
Tier 5		27.96		-
Tier 6		26.61		-
Tier 7		29.80		-
Tier 8		27.48		-
Tier 9		-		27.82
Tier 10		-		30.65
Tier 11		-		25.66
Tier 12		-		28.83
Tier 13		-		24.13
Tier 14		-		26.16
MassMutual RetireEase Select^SM
Tier 1		21.46		-
Tier 2		23.32		-
MassMutual Transitions Select^SM
Tier 1		36.46		-
Tier 2		-		35.10
MassMutual Equity Edge^SM
Tier 1		-		-
Tier 2		-		-
Tier 3		-		-
Tier 4		-		-
MassMutual Transitions Select^SMII
Tier 1		-		-
Tier 2		-		-
Tier 3		-		-
MassMutual Capital Vantage^SM
Tier 1		-		-
Tier 2		-		17.39
Tier 3		-		16.90
Tier 4		-		17.39
Tier 5		-		-
Tier 6		-		17.32
MassMutual Envision VA		-		17.82

See Notes to Financial Statements.

F-142

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS

For The Year Ended December 31, 2023

		BlackRock		Cboe Vest		Delaware
		60/40 Target		U.S. Large Cap		Ivy VIP		Fidelity®		Fidelity®		Fidelity®		Fidelity®		Fidelity®
		Allocation		10% Buffer		Asset		VIP		VIP		VIP		VIP		VIP
		ETF V.I.		Strategies V.I.		Strategy		Contrafund®		Contrafund®		Health Care		Overseas		Real Estate
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Class III)				(Class II)		(Initial Class)		(Service Class 2)				(Service Class 2)
Investment income
Dividends		$	335,506	$	-	$	228,800	$	835,624	$	549,089	$	-	$	1,156	$	9,941
Expenses
Mortality and expense risk fee and administrative charges			177,425		2,670		140,298		2,212,449		2,696,527		8,990		558		3,738
Net Investment income (loss)			158,081		(2,670)		88,502		(1,376,825)		(2,147,438)		(8,990)		598		6,203
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		28,252		280		(63,290)		9,383,835		7,157,514		(919)		12		(4,851)
	Realized gain distribution		-		3,828		-		6,224,310		7,795,141		-		387		6,570
	Realized gain (loss)		28,252		4,108		(63,290)		15,608,145		14,952,655		(919)		399		1,719
Change in net unrealized appreciation/depreciation of investments			2,154,128		29,545		1,254,431		35,467,457		45,038,983		39,550		9,356		37,122
Net gain (loss) on investments			2,182,380		33,653		1,191,141		51,075,602		59,991,638		38,631		9,755		38,841
Net increase (decrease) in net assets resulting from operations			2,340,461		30,983		1,279,643		49,698,777		57,844,200		29,641		10,353		45,044
Capital transactions:
	Transfers of net premiums		800,851		462,023		217,872		1,174,846		8,454,485		472,009		143,726		309,371
	Transfers due to death benefits		-		-		(88,514)		(3,055,994)		(2,102,699)		-		-		-
	Transfers due to annuity benefit payments		-		-		-		(669,373)		(420)		-		-		-
	Transfers due to withdrawal of funds		(1,014,571)		(64)		(1,273,906)		(19,495,263)		(24,133,091)		(4,311)		14		(164)
	Transfers due to loans, net of repayments		-		-		-		8,526		-		-		-		-
	Transfers due to charges for administrative and insurance costs		-		-		2,226		(495,944)		(187,266)		-		-		-
	Transfers due to contingent deferred sales charges		-		(2,803)		(1,423)		(1,051)		(23,129)		(3,616)		(231)		(1,415)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		1		-		-		280,386		47		-		-		-
	Transfers between Sub-Accounts and to/from General Account		271,554		(2,100)		79,010		(8,337,453)		(133,028)		128,847		134		26,311
Net increase (decrease) in net assets resulting from capital transactions			57,835		457,056		(1,064,735)		(30,591,320)		(18,125,101)		592,929		143,643		334,103
Total increase (decrease)			2,398,296		488,039		214,908		19,107,457		39,719,099		622,570		153,996		379,147
NET ASSETS, at beginning of the year			16,425,190		-		10,874,142		168,304,213		191,667,565		447,027		-		152,225
NET ASSETS, at end of the year		$	18,823,486	$	488,039	$	11,089,050	$	187,411,670	$	231,386,664	$	1,069,597	$	153,996	$	531,372

See Notes to Financial Statements.

F-30

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

		Fidelity®		Invesco		Invesco
		VIP		Oppenheimer V.I.		Oppenheimer V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.
		Strategic		International		International		Capital		Capital		Conservative		Conservative		Core Plus
		Income		Growth		Growth		Appreciation		Appreciation		Balanced		Balanced		Bond
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
				(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
Investment income
Dividends		$	29,195	$	120,451	$	59,351	$	-	$	-	$	99,964	$	226	$	35,956
Expenses
Mortality and expense risk fee and administrative charges			4,792		245,846		245,724		1,387,182		107,541		60,978		427		17,964
Net Investment income (loss)			24,403		(125,395)		(186,373)		(1,387,182)		(107,541)		38,986		(201)		17,992
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(1,421)		(784,661)		(772,395)		(7,981,198)		(776,244)		176,483		6,203		(23,359)
	Realized gain distribution		-		-		-		-		-		-		-		-
	Realized gain (loss)		(1,421)		(784,661)		(772,395)		(7,981,198)		(776,244)		176,483		6,203		(23,359)
Change in net unrealized appreciation/depreciation of investments			14,746		4,663,626		4,400,291		42,395,373		3,214,244		355,762		(2,647)		67,752
Net gain (loss) on investments			13,325		3,878,965		3,627,896		34,414,175		2,438,000		532,245		3,556		44,393
Net increase (decrease) in net assets resulting from operations			37,728		3,753,570		3,441,523		33,026,993		2,330,459		571,231		3,355		62,385
Capital transactions:
	Transfers of net premiums		447,616		138,678		438,460		443,192		45,984		19,942		-		-
	Transfers due to death benefits		-		(281,029)		(118,269)		(1,567,789)		(8,939)		(71,229)		-		(81,383)
	Transfers due to annuity benefit payments		-		(65,687)		-		(306,035)		-		(3,954)		-		(41)
	Transfers due to withdrawal of funds		(1,320)		(1,713,790)		(2,454,765)		(12,575,713)		(1,581,762)		(427,251)		(35,253)		(55,589)
	Transfers due to loans, net of repayments		-		(2,142)		-		2,590		-		(198)		-		-
	Transfers due to charges for administrative and insurance costs		-		(90,086)		(86,728)		(394,624)		(19,385)		(3,947)		3		-
	Transfers due to contingent deferred sales charges		(3,091)		(226)		(1,725)		(428)		-		(48)		-		(26)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		(10,576)		-		48,123		-		(41)		-		8
	Transfers between Sub-Accounts and to/from General Account		16,677		(813,155)		266,281		(5,865,461)		528,927		(40,404)		-		(673)
Net increase (decrease) in net assets resulting from capital transactions			459,882		(2,838,013)		(1,956,746)		(20,216,145)		(1,035,175)		(527,130)		(35,250)		(137,704)
Total increase (decrease)			497,610		915,557		1,484,777		12,810,848		1,295,284		44,101		(31,895)		(75,319)
NET ASSETS, at beginning of the year			201,143		20,298,479		18,848,749		103,556,439		7,405,869		5,338,477		45,427		1,419,773
NET ASSETS, at end of the year		$	698,753	$	21,214,036	$	20,333,526	$	116,367,287	$	8,701,153	$	5,382,578	$	13,532	$	1,344,454

See Notes to Financial Statements.

F-31

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.						Invesco V.I.		Invesco V.I.
		Discovery		Discovery		Diversified		Diversified		Invesco V.I.		Invesco V.I.		Global Strategic		Global Strategic
		Mid Cap Growth		Mid Cap Growth		Dividend		Dividend		Global		Global		Income		Income
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
Investment income
Dividends		$	-	$	-	$	84,978	$	149,624	$	268,590	$	-	$	-	$	-
Expenses
Mortality and expense risk fee and administrative charges			903,052		296,622		51,440		115,769		1,481,253		696,119		1,285,152		526,924
Net Investment income (loss)			(903,052)		(296,622)		33,538		33,855		(1,212,663)		(696,119)		(1,285,152)		(526,924)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(3,637,913)		(1,529,651)		(37,127)		(185,296)		(2,473,795)		(2,245,671)		(4,744,220)		(1,341,756)
	Realized gain distribution		-		-		349,966		710,680		13,582,538		6,377,757		-		-
	Realized gain (loss)		(3,637,913)		(1,529,651)		312,839		525,384		11,108,743		4,132,086		(4,744,220)		(1,341,756)
Change in net unrealized appreciation/depreciation of investments			12,553,712		4,377,718		(28,749)		29,459		24,990,251		12,009,906		13,299,904		4,802,945
Net gain (loss) on investments			8,915,799		2,848,067		284,090		554,843		36,098,994		16,141,992		8,555,684		3,461,189
Net increase (decrease) in net assets resulting from operations			8,012,747		2,551,445		317,628		588,698		34,886,331		15,445,873		7,270,532		2,934,265
Capital transactions:
	Transfers of net premiums		352,755		1,338,725		96,817		43,096		666,762		1,329,874		559,455		383,955
	Transfers due to death benefits		(757,126)		(167,654)		(21,388)		(79,886)		(2,044,181)		(522,398)		(1,884,936)		(388,601)
	Transfers due to annuity benefit payments		(234,329)		(178)		(11,720)		-		(335,775)		(425)		(307,538)		-
	Transfers due to withdrawal of funds		(8,193,830)		(1,867,419)		(589,720)		(1,326,971)		(12,759,321)		(6,971,294)		(11,686,565)		(4,156,207)
	Transfers due to loans, net of repayments		(5,385)		-		(16,297)		-		3,383		-		2,938		-
	Transfers due to charges for administrative and insurance costs		(271,343)		(13,289)		(8,102)		(5,359)		(336,764)		(148,852)		(456,364)		(275,400)
	Transfers due to contingent deferred sales charges		(123)		(1,596)		-		-		(630)		(793)		(446)		(10)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		39,977		20		3,125		-		74,573		48		79,489		-
	Transfers between Sub-Accounts and to/from General Account		4,233,963		(51,089)		50,754		(161,766)		(8,971,801)		(464,009)		(220,446)		378,468
Net increase (decrease) in net assets resulting from capital transactions			(4,835,441)		(762,480)		(496,531)		(1,530,886)		(23,703,754)		(6,777,849)		(13,914,413)		(4,057,795)
Total increase (decrease)			3,177,306		1,788,965		(178,903)		(942,188)		11,182,577		8,668,024		(6,643,881)		(1,123,530)
NET ASSETS, at beginning of the year			69,315,183		22,846,294		4,603,701		9,489,706		115,923,743		49,427,513		105,617,322		42,908,119
NET ASSETS, at end of the year		$	72,492,489	$	24,635,259	$	4,424,798	$	8,547,518	$	127,106,320	$	58,095,537	$	98,973,441	$	41,784,589

See Notes to Financial Statements.

F-32

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I. U.S. Government		Janus Henderson Global Technology and
		Health Care		Health Care		Main Street		Main Street		Technology		Technology		Money		Innovation
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
Investment income
Dividends		$	-	$	-	$	234,871	$	97,444	$	-	$	-	$	271,935	$	-
Expenses
Mortality and expense risk fee and administrative charges			98,319		99,377		317,149		246,848		76,297		94,348		66,588		5,526
Net Investment income (loss)			(98,319)		(99,377)		(82,278)		(149,404)		(76,297)		(94,348)		205,347		(5,526)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(136,822)		(179,822)		(2,056,271)		(2,281,032)		(637,555)		(1,339,567)		-		(8,855)
	Realized gain distribution		-		-		1,909,803		1,391,303		-		-		-		-
	Realized gain (loss)		(136,822)		(179,822)		(146,468)		(889,729)		(637,555)		(1,339,567)		-		(8,855)
Change in net unrealized appreciation/depreciation of investments			373,053		369,508		5,838,277		4,886,764		3,108,300		4,124,012		-		181,473
Net gain (loss) on investments			236,231		189,686		5,691,809		3,997,035		2,470,745		2,784,445		-		172,618
Net increase (decrease) in net assets resulting from operations			137,912		90,309		5,609,531		3,847,631		2,394,448		2,690,097		205,347		167,092
Capital transactions:
	Transfers of net premiums		97,305		68,282		90,002		306,678		143,423		78,544		95,018		254,391
	Transfers due to death benefits		(123,644)		(3,378)		(532,640)		(130,778)		(122,159)		(7,767)		(619,039)		-
	Transfers due to annuity benefit payments		(34,070)		-		(24,014)		-		(20,110)		(180)		(7,924)		-
	Transfers due to withdrawal of funds		(858,716)		(1,165,229)		(2,009,811)		(2,241,866)		(659,704)		(1,197,588)		(1,400,368)		234
	Transfers due to loans, net of repayments		881		-		2,652		-		(3)		-		-		-
	Transfers due to charges for administrative and insurance costs		(8,435)		(12,585)		(17,400)		(3,424)		(8,326)		(3,940)		25,644		-
	Transfers due to contingent deferred sales charges		(169)		-		(289)		-		(91)		-		(147)		(2,531)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		10,043		-		4,755		-		7,921		21		1,835		-
	Transfers between Sub-Accounts and to/from General Account		64,995		(176,546)		(495,649)		(445,896)		662,106		252,018		988,284		39,935
Net increase (decrease) in net assets resulting from capital transactions			(851,810)		(1,289,456)		(2,982,394)		(2,515,286)		3,057		(878,892)		(916,697)		292,029
Total increase (decrease)			(713,898)		(1,199,147)		2,627,137		1,332,345		2,397,505		1,811,205		(711,350)		459,121
NET ASSETS, at beginning of the year			8,993,115		8,644,331		26,861,840		18,959,328		5,414,369		6,511,762		6,701,851		244,729
NET ASSETS, at end of the year		$	8,279,217	$	7,445,184	$	29,488,977	$	20,291,673	$	7,811,874	$	8,322,967	$	5,990,501	$	703,850

See Notes to Financial Statements.

F-33

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

						MML		MML
		MML		MML		American		American		MML		MML
		Aggressive		Aggressive		Funds		Funds		Balanced		Balanced		MML		MML
		Allocation		Allocation		Core Allocation		Growth		Allocation		Allocation		Blend		Blend
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)						(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
Investment income
Dividends		$	763,010	$	1,792,157	$	25,340,067	$	3,043,123	$	1,744,712	$	7,467,948	$	855,642	$	2,598,291
Expenses
Mortality and expense risk fee and administrative charges			316,616		841,692		8,702,428		2,675,950		722,922		3,286,951		616,663		2,253,778
Net Investment income (loss)			446,394		950,465		16,637,639		367,173		1,021,790		4,180,997		238,979		344,513
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(1,147,266)		(2,332,809)		(23,357,096)		(3,176,254)		(2,062,745)		(10,064,997)		(2,002,744)		(4,757,525)
	Realized gain distribution		3,141,376		8,191,454		74,634,687		32,471,054		4,484,866		21,140,489		-		-
	Realized gain (loss)		1,994,110		5,858,645		51,277,591		29,294,800		2,422,121		11,075,492		(2,002,744)		(4,757,525)
Change in net unrealized appreciation/depreciation of investments			1,654,005		3,732,575		12,762,460		35,768,361		2,406,622		11,117,082		9,377,779		30,809,868
Net gain (loss) on investments			3,648,115		9,591,220		64,040,051		65,063,161		4,828,743		22,192,574		7,375,035		26,052,343
Net increase (decrease) in net assets resulting from operations			4,094,509		10,541,685		80,677,690		65,430,334		5,850,533		26,373,571		7,614,014		26,396,856
Capital transactions:
	Transfers of net premiums		476,691		2,080,469		5,600,402		12,820,964		285,695		5,742,689		233,108		4,454,411
	Transfers due to death benefits		(4,254)		(166,364)		(4,527,322)		(1,958,051)		(916,092)		(2,773,018)		(1,431,250)		(1,792,776)
	Transfers due to annuity benefit payments		-		-		(35,172)		(21,699)		-		(7,799)		(105,398)		-
	Transfers due to withdrawal of funds		(4,208,351)		(10,415,598)		(111,881,308)		(27,984,669)		(8,564,010)		(40,067,000)		(6,467,804)		(15,089,735)
	Transfers due to loans, net of repayments		(4,371)		-		24,688		(6,340)		9,678		-		(8,481)		-
	Transfers due to charges for administrative and insurance costs		(93,219)		(100,400)		(5,341,754)		(444,628)		(440,288)		(1,218,191)		(58,171)		(47,582)
	Transfers due to contingent deferred sales charges		(5)		-		(48,238)		(58,729)		-		(13,578)		(744)		(17,468)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		-		7,291		2,693		-		817		(61,083)		-
	Transfers between Sub-Accounts and to/from General Account		(89,482)		78,342		1,126,139		28,449		(413,413)		(2,930,521)		(199,989)		1,233,174
Net increase (decrease) in net assets resulting from capital transactions			(3,922,991)		(8,523,551)		(115,075,274)		(17,622,010)		(10,038,430)		(41,266,601)		(8,099,812)		(11,259,976)
Total increase (decrease)			171,518		2,018,134		(34,397,584)		47,808,324		(4,187,897)		(14,893,030)		(485,798)		15,136,880
NET ASSETS, at beginning of the year			26,453,572		68,477,846		692,811,278		187,123,822		58,629,976		267,376,596		51,298,275		172,514,255
NET ASSETS, at end of the year		$	26,625,090	$	70,495,980	$	658,413,694	$	234,932,146	$	54,442,079	$	252,483,566	$	50,812,477	$	187,651,135

See Notes to Financial Statements.

F-34

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

		MML		MML		MML		MML		MML
		Blue Chip		Blue Chip		Conservative		Conservative		Dynamic		MML		MML		MML
		Growth		Growth		Allocation		Allocation		Bond		Equity		Equity		Equity Income
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Service Class I)		(Initial Class)		(Service Class)		(Initial Class)
Investment income
Dividends		$	-	$	-	$	1,572,900	$	6,698,734	$	509,004	$	456,547	$	1,474,261	$	2,405,604
Expenses
Mortality and expense risk fee and administrative charges			523,403		1,767,054		599,063		2,877,779		147,978		268,029		1,012,826		1,316,201
Net Investment income (loss)			(523,403)		(1,767,054)		973,837		3,820,955		361,026		188,518		461,435		1,089,403
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(1,931,615)		(8,800,208)		(2,065,831)		(9,694,518)		(329,684)		52,251		(1,948,485)		(2,703,032)
	Realized gain distribution		-		-		3,529,951		16,509,017		-		1,739,740		6,504,460		8,645,605
	Realized gain (loss)		(1,931,615)		(8,800,208)		1,464,120		6,814,499		(329,684)		1,791,991		4,555,975		5,942,573
Change in net unrealized appreciation/depreciation of investments			19,199,647		63,361,099		2,334,585		10,039,522		737,415		(329,235)		727,912		1,250,299
Net gain (loss) on investments			17,268,032		54,560,891		3,798,705		16,854,021		407,731		1,462,756		5,283,887		7,192,872
Net increase (decrease) in net assets resulting from operations			16,744,629		52,793,837		4,772,542		20,674,976		768,757		1,651,274		5,745,322		8,282,275
Capital transactions:
	Transfers of net premiums		329,069		4,320,675		92,483		2,811,327		739,207		128,315		1,093,295		507,067
	Transfers due to death benefits		(731,433)		(1,314,927)		(105,465)		(4,103,353)		(38,995)		(306,946)		(311,471)		(1,352,911)
	Transfers due to annuity benefit payments		(98,066)		(523)		(15,574)		(6,983)		-		(61,837)		-		(337,792)
	Transfers due to withdrawal of funds		(5,164,684)		(15,660,692)		(7,755,542)		(34,471,497)		(1,440,121)		(1,907,479)		(11,837,091)		(13,281,142)
	Transfers due to loans, net of repayments		(7,521)		-		-		-		-		3,621		-		(11,673)
	Transfers due to charges for administrative and insurance costs		(64,134)		(64,339)		(414,377)		(1,068,669)		-		(46,936)		(270,590)		(391,914)
	Transfers due to contingent deferred sales charges		(399)		(26,187)		(6)		(3,703)		(9,848)		(143)		(3,025)		(223)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		29,352		59		2,471		1,360		-		24,898		-		80,277
	Transfers between Sub-Accounts and to/from General Account		(1,510,068)		(1,277,636)		1,237,961		(4,239,955)		545,311		(454,276)		(2,612,413)		391,409
Net increase (decrease) in net assets resulting from capital transactions			(7,217,884)		(14,023,570)		(6,958,049)		(41,081,473)		(204,446)		(2,620,783)		(13,941,295)		(14,396,902)
Total increase (decrease)			9,526,745		38,770,267		(2,185,507)		(20,406,497)		564,311		(969,509)		(8,195,973)		(6,114,627)
NET ASSETS, at beginning of the year			37,019,588		116,156,894		50,846,697		232,816,753		11,894,741		22,745,758		87,189,234		112,868,269
NET ASSETS, at end of the year		$	46,546,333	$	154,927,161	$	48,661,190	$	212,410,256	$	12,459,052	$	21,776,249	$	78,993,261	$	106,753,642

See Notes to Financial Statements.

F-35

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

				MML		MML		MML		MML						MML
		MML		Equity		Equity		Equity		Focused		MML		MML		Fundamental
		Equity Income		Index		Index		Rotation		Equity		Foreign		Foreign		Equity
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Service Class)		(Class I)		(Service Class I)		(Service Class I)				(Initial Class)		(Service Class)
Investment income
Dividends		$	1,483,820	$	375,603	$	284,275	$	26,997	$	174,709	$	1,137,707	$	113,003	$	154,835
Expenses
Mortality and expense risk fees and administrative charges			930,507		381,446		359,677		19,860		271,584		1,054,599		115,106		255,764
Net Investment income (loss)			553,313		(5,843)		(75,402)		7,137		(96,875)		83,108		(2,103)		(100,929)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(3,052,626)		187,774		(724,460)		(89,087)		542,247		(2,297,790)		(249,869)		(431,614)
	Realized gain distribution		6,074,701		2,776,996		2,846,180		2,821		2,060,558		-		-		-
	Realized gain (loss)		3,022,075		2,964,770		2,121,720		(86,266)		2,602,805		(2,297,790)		(249,869)		(431,614)
Change in net unrealized appreciation/depreciation of investments			1,722,592		3,594,585		4,215,810		407,709		(766,537)		13,616,161		1,481,723		4,418,895
Net gain (loss) on investments			4,744,667		6,559,355		6,337,530		321,443		1,836,268		11,318,371		1,231,854		3,987,281
Net increase (decrease) in net assets resulting from operations			5,297,980		6,553,512		6,262,128		328,580		1,739,393		11,401,479		1,229,751		3,886,352
Capital transactions:
	Transfers of net premiums		1,463,163		294,705		117,230		164,536		1,280,261		333,381		108,410		861,025
	Transfers due to death benefits		(526,571)		(370,220)		(118,574)		(26,040)		(111,310)		(890,522)		(82,526)		(139,012)
	Transfers due to annuity benefit payments		(586)		(109,006)		-		-		-		(313,399)		-		(9,690)
	Transfers due to withdrawal of funds		(10,478,680)		(3,339,807)		(8,032,854)		(561,139)		(2,324,407)		(9,854,374)		(904,602)		(2,801,568)
	Transfers due to loans, net of repayments		-		4,192		-		-		-		(4,559)		-		-
	Transfers due to charges for administrative and insurance costs		(347,746)		(16,925)		(100,508)		-		119		(381,312)		(72,202)		(402)
	Transfers due to contingent deferred sales charges		(6,206)		(270)		-		(2,345)		(4,100)		(52)		(129)		(957)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		67		(123,875)		-		-		-		61,823		-		1,881
	Transfers between Sub-Accounts and to/from General Account		(2,583,977)		1,099,618		(329,714)		(84,347)		(261,059)		(7,261,854)		146,177		896,830
Net increase (decrease) in net assets resulting from capital transactions			(12,480,536)		(2,561,588)		(8,464,420)		(509,335)		(1,420,496)		(18,310,868)		(804,872)		(1,191,893)
Total increase (decrease)			(7,182,556)		3,991,924		(2,202,292)		(180,755)		318,897		(6,909,389)		424,879		2,694,459
NET ASSETS, at beginning of the year			78,411,916		27,821,852		29,639,746		1,864,206		21,586,709		89,435,726		8,823,408		18,740,713
NET ASSETS, at end of the year		$	71,229,360	$	31,813,776	$	27,437,454	$	1,683,451	$	21,905,606	$	82,526,337	$	9,248,287	$	21,435,172

See Notes to Financial Statements.

F-36

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

		MML								MML		MML				MML
		Fundamental		MML		MML		MML		Growth		Growth		MML		Income
		Value		Global		Global		Global		Allocation		Allocation		High Yield		& Growth
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
				(Class I)		(Class II)		(Service Class I)		(Initial Class)		(Service Class)				(Initial Class)
Investment income
Dividends		$	230,159	$	40,232	$	33,820	$	169,993	$	8,248,879	$	15,769,825	$	2,520,925	$	421,826
Expenses
Mortality and expense risk fees and administrative charges			256,219		50,534		52,438		258,572		3,651,810		7,219,225		465,087		236,902
Net Investment income (loss)			(26,060)		(10,302)		(18,618)		(88,579)		4,597,069		8,550,600		2,055,838		184,924
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(562,255)		(874,429)		(919,351)		(4,906,565)		(9,349,681)		(18,077,377)		(1,375,246)		(299,293)
	Realized gain distribution		1,284,440		281,910		233,464		1,376,521		35,934,536		75,625,592		-		2,545,666
	Realized gain (loss)		722,185		(592,519)		(685,887)		(3,530,044)		26,584,855		57,548,215		(1,375,246)		2,246,373
Change in net unrealized appreciation/depreciation of investments			1,638,351		1,145,088		1,202,798		6,063,474		7,114,365		13,303,559		3,423,428		(888,514)
Net gain (loss) on investments			2,360,536		552,569		516,911		2,533,430		33,699,220		70,851,774		2,048,182		1,357,859
Net increase (decrease) in net assets resulting from operations			2,334,476		542,267		498,293		2,444,851		38,296,289		79,402,374		4,104,020		1,542,783
Capital transactions:
	Transfers of net premiums		1,258,815		14,690		44,781		1,079,562		2,394,141		9,244,641		1,042,323		146,295
	Transfers due to death benefits		(260,664)		(33,530)		(64,742)		(74,820)		(1,649,388)		(3,221,497)		(635,404)		(477,768)
	Transfers due to annuity benefit payments		-		(35,074)		(32)		-		-		-		(506)		(85,562)
	Transfers due to withdrawal of funds		(2,629,335)		(281,377)		(321,253)		(1,623,354)		(28,671,051)		(56,320,830)		(5,085,697)		(2,100,367)
	Transfers due to loans, net of repayments		65		-		4,819		-		8,741		-		6,415		322
	Transfers due to charges for administrative and insurance costs		788		(16,268)		-		(68,766)		(4,044,211)		(6,289,577)		2,741		(30,239)
	Transfers due to contingent deferred sales charges		(5,981)		-		(107)		(3,551)		(223)		(43,775)		(2,475)		(365)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		14,358		7		-		-		-		248		(15,965)
	Transfers between Sub-Accounts and to/from General Account		69,663		341,869		3,282		(40,390)		(2,746,670)		(1,720,663)		2,506,646		242,842
Net increase (decrease) in net assets resulting from capital transactions			(1,566,649)		4,668		(333,245)		(731,319)		(34,708,661)		(58,351,701)		(2,165,709)		(2,320,807)
Total increase (decrease)			767,827		546,935		165,048		1,713,532		3,587,628		21,050,673		1,938,311		(778,024)
NET ASSETS, at beginning of the year			20,630,720		4,097,127		3,976,403		19,626,341		282,056,598		583,718,812		37,488,508		21,115,105
NET ASSETS, at end of the year		$	21,398,547	$	4,644,062	$	4,141,451	$	21,339,873	$	285,644,226	$	604,769,485	$	39,426,819	$	20,337,081

See Notes to Financial Statements.

F-37

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

				MML		MML
		MML		Inflation-		Inflation-		MML		MML		MML		MML		MML
		Income		Protected		Protected		International		iShares® 60/40		iShares® 80/20		Large Cap		Large Cap
		& Growth		and Income		and Income		Equity		Allocation		Allocation		Growth		Growth
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Service Class)		(Initial Class)		(Service Class)								(Initial Class)		(Service Class)
Investment income
Dividends		$	513,069	$	4,107,884	$	1,819,353	$	100,166	$	191,861	$	469,537	$	-	$	-
Expenses
Mortality and expense risk fees and administrative charges			343,435		1,152,429		535,486		106,614		110,772		358,540		153,880		294,302
Net Investment income (loss)			169,634		2,955,455		1,283,867		(6,448)		81,089		110,997		(153,880)		(294,302)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(467,185)		(2,866,814)		(1,394,378)		11,168		(16,767)		(127,733)		572,711		341,943
	Realized gain distribution		3,537,920		-		-		-		-		-		983,474		1,707,712
	Realized gain (loss)		3,070,735		(2,866,814)		(1,394,378)		11,168		(16,767)		(127,733)		1,556,185		2,049,655
Change in net unrealized appreciation/depreciation of investments			(1,295,894)		3,379,201		1,605,287		1,332,707		1,047,039		4,443,400		4,114,460		7,120,537
Net gain (loss) on investments			1,774,841		512,387		210,909		1,343,875		1,030,272		4,315,667		5,670,645		9,170,192
Net increase (decrease) in net assets resulting from operations			1,944,475		3,467,842		1,494,776		1,337,427		1,111,361		4,426,664		5,516,765		8,875,890
Capital transactions:
	Transfers of net premiums		1,158,964		466,330		1,600,054		634,263		6,390,304		15,331,247		102,757		1,834,772
	Transfers due to death benefits		(221,361)		(1,726,456)		(283,744)		(36,853)		(19,297)		-		(99,060)		(194,404)
	Transfers due to annuity benefit payments		-		(298,644)		(476)		-		-		-		(10,925)		-
	Transfers due to withdrawal of funds		(2,909,361)		(10,882,635)		(4,766,688)		(597,355)		(61,201)		(119,531)		(2,002,259)		(1,347,495)
	Transfers due to loans, net of repayments		-		1,538		-		(6,073)		-		-		2,940		-
	Transfers due to charges for administrative and insurance costs		(28,189)		(377,307)		(137,593)		349		-		-		(12,271)		(6,291)
	Transfers due to contingent deferred sales charges		(4,035)		(28)		(24,129)		(3,210)		(96,060)		(383,160)		(169)		(4,975)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		69,863		55		-		-		-		3,506		-
	Transfers between Sub-Accounts and to/from General Account		(123,117)		6,526,597		(878,968)		568,730		101,417		71,697		479,115		1,659,722
Net increase (decrease) in net assets resulting from capital transactions			(2,127,099)		(6,220,742)		(4,491,489)		559,851		6,315,163		14,900,253		(1,536,366)		1,941,329
Total increase (decrease)			(182,624)		(2,752,900)		(2,996,713)		1,897,278		7,426,524		19,326,917		3,980,399		10,817,219
NET ASSETS, at beginning of the year			28,418,303		88,867,535		43,115,577		7,786,105		5,074,791		18,624,545		11,258,538		17,964,547
NET ASSETS, at end of the year		$	28,235,679	$	86,114,635	$	40,118,864	$	9,683,383	$	12,501,315	$	37,951,462	$	15,238,937	$	28,781,766

See Notes to Financial Statements.

F-38

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

		MML		MML		MML		MML
		Managed		Managed		Managed		Managed		MML		MML		MML		MML
		Bond		Bond		Volatility		Volatility		Mid Cap Growth		Mid Cap Growth		Mid Cap Value		Mid Cap Value
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
Investment income
Dividends		$	2,963,630	$	6,282,117	$	364,524	$	49,436	$	-	$	-	$	2,525,730	$	1,130,263
Expenses
Mortality and expense risk fees and administrative charges			937,389		2,163,597		820,846		236,009		695,501		1,063,626		1,210,233		597,366
Net Investment income (loss)			2,026,241		4,118,520		(456,322)		(186,573)		(695,501)		(1,063,626)		1,315,497		532,897
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(2,259,706)		(6,460,151)		1,101,466		448,707		(4,699,133)		(10,770,475)		(5,436,318)		(3,410,367)
	Realized gain distribution		-		-		11,567,188		3,326,001		-		-		15,168,462		7,571,864
	Realized gain (loss)		(2,259,706)		(6,460,151)		12,668,654		3,774,708		(4,699,133)		(10,770,475)		9,732,144		4,161,497
Change in net unrealized appreciation/depreciation of investments			4,039,191		10,551,914		(5,323,343)		(1,644,433)		16,870,232		27,774,668		(6,571,471)		(2,801,158)
Net gain (loss) on investments			1,779,485		4,091,763		7,345,311		2,130,275		12,171,099		17,004,193		3,160,673		1,360,339
Net increase (decrease) in net assets resulting from operations			3,805,726		8,210,283		6,888,989		1,943,702		11,475,598		15,940,567		4,476,170		1,893,236
Capital transactions:
	Transfers of net premiums		526,777		5,379,996		271,092		239,566		480,196		2,366,708		475,172		1,905,884
	Transfers due to death benefits		(1,350,522)		(1,916,884)		(843,737)		(103,031)		(1,116,066)		(634,563)		(1,643,817)		(462,320)
	Transfers due to annuity benefit payments		(239,871)		(573)		(224,104)		-		(130,362)		-		(306,093)		-
	Transfers due to withdrawal of funds		(9,291,686)		(32,918,171)		(7,419,268)		(3,243,762)		(5,300,287)		(10,741,152)		(10,958,098)		(5,800,385)
	Transfers due to loans, net of repayments		3,980		-		2,143		-		(8,483)		-		5,411		-
	Transfers due to charges for administrative and insurance costs		(248,704)		(864,433)		(311,758)		(87,157)		(74,359)		(155,900)		(327,282)		(105,687)
	Transfers due to contingent deferred sales charges		(144)		(21,812)		(255)		-		(1,191)		(11,390)		(1,618)		(6,670)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		56,262		66		38,403		-		10,165		-		64,145		-
	Transfers between Sub-Accounts and to/from General Account		3,515,356		5,137,420		(437,591)		(665,892)		(1,049,361)		(52,139)		1,353,022		(1,673,506)
Net increase (decrease) in net assets resulting from capital transactions			(7,028,552)		(25,204,391)		(8,925,075)		(3,860,276)		(7,189,748)		(9,228,436)		(11,339,158)		(6,142,684)
Total increase (decrease)			(3,222,826)		(16,994,108)		(2,036,086)		(1,916,574)		4,285,850		6,712,131		(6,862,988)		(4,249,448)
NET ASSETS, at beginning of the year			76,373,788		180,957,384		63,499,565		19,279,858		57,562,324		81,046,753		104,763,063		50,303,554
NET ASSETS, at end of the year		$	73,150,962	$	163,963,276	$	61,463,479	$	17,363,284	$	61,848,174	$	87,758,884	$	97,900,075	$	46,054,106

See Notes to Financial Statements.

F-39

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

		MML		MML		MML		MML		MML		MML		MML		MML
		Moderate		Moderate		Short-Duration		Small Cap		Small Cap		Small Cap		Small Cap		Small
		Allocation		Allocation		Bond		Equity		Equity		Growth Equity		Growth Equity		Company Value
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)				(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
Investment income
Dividends		$	5,253,921	$	29,646,564	$	984,089	$	274,451	$	248,123	$	-	$	-	$	201,235
Expenses
Mortality and expense risk fees and administrative charges			1,993,743		12,725,925		361,883		241,920		297,172		782,158		280,537		295,481
Net Investment income (loss)			3,260,178		16,920,639		622,206		32,531		(49,049)		(782,158)		(280,537)		(94,246)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(5,585,220)		(52,618,353)		(672,791)		464,368		20,281		(4,934,899)		(2,376,965)		(4,021,572)
	Realized gain distribution		15,826,168		98,261,489		-		-		-		-		-		59,615
	Realized gain (loss)		10,240,948		45,643,136		(672,791)		464,368		20,281		(4,934,899)		(2,376,965)		(3,961,957)
Change in net unrealized appreciation/depreciation of investments			5,157,005		50,844,336		1,603,135		2,787,104		3,673,532		14,637,404		5,818,332		7,265,882
Net gain (loss) on investments			15,397,953		96,487,472		930,344		3,251,472		3,693,813		9,702,505		3,441,367		3,303,925
Net increase (decrease) in net assets resulting from operations			18,658,131		113,408,111		1,552,550		3,284,003		3,644,764		8,920,347		3,160,830		3,209,679
Capital transactions:
	Transfers of net premiums		813,855		9,986,192		3,389,867		127,153		670,562		1,360,532		489,553		522,810
	Transfers due to death benefits		(1,840,512)		(11,199,082)		(148,908)		(244,454)		(241,389)		(748,082)		(530,833)		(236,233)
	Transfers due to annuity benefit payments		-		(4,337)		(405)		(26,715)		-		(220,222)		-		-
	Transfers due to withdrawal of funds		(17,927,219)		(190,446,381)		(4,105,732)		(2,057,599)		(3,023,135)		(7,043,662)		(2,467,615)		(2,432,589)
	Transfers due to loans, net of repayments		26,722		-		-		(1,137)		-		(7,837)		-		6,608
	Transfers due to charges for administrative and insurance costs		(1,813,619)		(6,476,116)		484		(21,265)		(31,888)		(263,885)		(41,829)		(19,371)
	Transfers due to contingent deferred sales charges		(5)		(20,377)		(6,835)		(386)		(653)		(5,916)		-		(1,588)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		(10,379)		203		6,290		-		34,717		-		-
	Transfers between Sub-Accounts and to/from General Account		142,498		(3,711,017)		327,503		(273,289)		657,349		2,024,072		160,783		(415,754)
Net increase (decrease) in net assets resulting from capital transactions			(20,598,280)		(201,881,497)		(543,823)		(2,491,402)		(1,969,154)		(4,870,283)		(2,389,941)		(2,576,117)
Total increase (decrease)			(1,940,149)		(88,473,386)		1,008,727		792,601		1,675,610		4,050,064		770,889		633,562
NET ASSETS, at beginning of the year			161,103,074		1,044,498,635		29,348,995		21,412,816		23,617,332		60,413,373		22,649,920		23,768,684
NET ASSETS, at end of the year		$	159,162,925	$	956,025,249	$	30,357,722	$	22,205,417	$	25,292,942	$	64,463,437	$	23,420,809	$	24,402,246

See Notes to Financial Statements.

F-40

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

						MML										PIMCO
		MML		MML		Strategic		MML		MML				MML U.S.		Commodity
		Small/Mid Cap		Small/Mid Cap		Emerging		Sustainable		Sustainable		MML Total		Government		RealReturn®
		Value		Value		Markets		Equity		Equity		Return Bond		Money Market		Strategy
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)				(Initial Class)		(Service Class)
Investment income
Dividends		$	774,841	$	199,242	$	-	$	550,710	$	324,085	$	762,741	$	5,525,061	$	1,264,216
Expenses
Mortality and expense risk fees and administrative charges			891,831		292,754		136,622		616,592		596,497		445,938		1,498,253		98,101
Net Investment income (loss)			(116,990)		(93,512)		(136,622)		(65,882)		(272,412)		316,803		4,026,808		1,166,115
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(3,030,369)		(1,310,343)		(2,060,408)		4,524,035		310,967		(1,302,544)		347		(233,858)
	Realized gain distribution		8,916,199		3,026,006		-		17,662,152		14,495,443		-		-		-
	Realized gain (loss)		5,885,830		1,715,663		(2,060,408)		22,186,187		14,806,410		(1,302,544)		347		(233,858)
Change in net unrealized appreciation/depreciation of investments			4,659,468		1,747,590		3,179,801		(10,157,739)		(4,754,225)		2,373,357		(347)		(1,695,592)
Net gain (loss) on investments			10,545,298		3,463,253		1,119,393		12,028,448		10,052,185		1,070,813		-		(1,929,450)
Net increase (decrease) in net assets resulting from operations			10,428,308		3,369,741		982,771		11,962,566		9,779,773		1,387,616		4,026,808		(763,335)
Capital transactions:
	Transfers of net premiums		335,272		396,123		393,281		282,301		252,745		2,299,122		4,668,859		124,385
	Transfers due to death benefits		(802,613)		(183,216)		(33,462)		(554,720)		(230,043)		(394,840)		(2,069,097)		(46,669)
	Transfers due to annuity benefit payments		(257,956)		-		-		(44,114)		-		-		(65,843)		(17,750)
	Transfers due to withdrawal of funds		(8,173,301)		(2,570,409)		(1,174,257)		(5,644,655)		(5,722,974)		(3,942,575)		(40,519,754)		(967,252)
	Transfers due to loans, net of repayments		(3,097)		-		120		(2,602)		-		478		9,672		10,675
	Transfers due to charges for administrative and insurance costs		(277,845)		(62,852)		(24,399)		(62,648)		(53,628)		3,752		(170,846)		(38,500)
	Transfers due to contingent deferred sales charges		(11)		(3,741)		(2,424)		(385)		(1,012)		(16,769)		(8,280)		(8)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		56,728		-		-		20,575		-		-		16,380		5,030
	Transfers between Sub-Accounts and to/from General Account		542,311		218,782		117,177		(1,436,070)		(117,308)		1,014,705		19,519,907		(545,666)
Net increase (decrease) in net assets resulting from capital transactions			(8,580,512)		(2,205,313)		(723,964)		(7,442,318)		(5,872,220)		(1,036,127)		(18,619,002)		(1,475,755)
Total increase (decrease)			1,847,796		1,164,428		258,807		4,520,248		3,907,553		351,489		(14,592,194)		(2,239,090)
NET ASSETS, at beginning of the year			72,429,647		23,433,475		10,939,529		55,237,374		46,573,782		35,974,681		131,305,870		9,095,267
NET ASSETS, at end of the year		$	74,277,443	$	24,597,903	$	11,198,336	$	59,757,622	$	50,481,335	$	36,326,170	$	116,713,676	$	6,856,177

See Notes to Financial Statements.

F-41

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2023

				VY®
				CBRE
		PIMCO		Global
		Income		Real Estate
		Sub-Account		Sub-Account
Investment income
Dividends		$	82,750	$	157,412
Expenses
Mortality and expense risk fees and administrative charges			20,328		110,512
Net Investment income (loss)			62,422		46,900
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(2,034)		(392,710)
	Realized gain distribution		-		94,261
	Realized gain (loss)		(2,034)		(298,449)
Change in net unrealized appreciation/depreciation of investments			47,958		1,174,809
Net gain (loss) on investments			45,924		876,360
Net increase (decrease) in net assets resulting from operations			108,346		923,260
Capital transactions:
	Transfers of net premiums		1,129,941		96,630
	Transfers due to death benefits		-		(30,516)
	Transfers due to annuity benefit payments		-		(35,602)
	Transfers due to withdrawal of funds		(2,732)		(976,880)
	Transfers due to loans, net of repayments		-		685
	Transfers due to charges for administrative and insurance costs		-		(47,488)
	Transfers due to contingent deferred sales charges		(6,592)		(11)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		10,397
	Transfers between Sub-Accounts and to/from General Account		49,912		85,466
Net increase (decrease) in net assets resulting from capital transactions			1,170,529		(897,319)
Total increase (decrease)			1,278,875		25,941
NET ASSETS, at beginning of the year			835,304		9,135,382
NET ASSETS, at end of the year		$	2,114,179	$	9,161,323

See Notes to Financial Statements.

F-42

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS

For The Year Ended December 31, 2022

		BlackRock		Delaware										Fidelity®		Invesco
		60/40 Target		Ivy VIP		Fidelity®		Fidelity®		Fidelity®		Fidelity®		VIP		Oppenheimer V.I.
		Allocation		Asset		VIP		VIP		VIP		VIP		Strategic		International
		ETF V.I.		Strategy		Contrafund®		Contrafund®		Healthcare		Real Estate		Income		Growth
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Class III)		(Class II)		(Initial Class)		(Service Class 2)								(Series I)
Investment income
Dividends		$	320,512	$	179,708	$	950,970	$	563,283	$	-	$	1,940	$	7,277	$	-
Expenses
Mortality and expense risk fees and administrative charges			170,295		148,246		2,361,541		2,757,795		2,611		1,194		1,160		256,255
Net Investment income (loss)			150,217		31,462		(1,410,571)		(2,194,512)		(2,611)		746		6,117		(256,255)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		28,994		(82,769)		8,181,837		6,018,068		(1,485)		(1,144)		(963)		(269,507)
	Realized gain distribution		5,391		905,928		9,053,292		10,647,705		-		-		-		4,027,371
	Realized gain (loss)		34,385		823,159		17,235,129		16,665,773		(1,485)		(1,144)		(963)		3,757,864
Change in net unrealized appreciation/depreciation of investments			(3,156,743)		(2,946,196)		(82,508,846)		(90,565,756)		2,501		(30,728)		(8,854)		(11,532,497)
Net gain (loss) on investments			(3,122,358)		(2,123,037)		(65,273,717)		(73,899,983)		1,016		(31,872)		(9,817)		(7,774,633)
Net increase (decrease) in net assets resulting from operations			(2,972,141)		(2,091,575)		(66,684,288)		(76,094,495)		(1,595)		(31,126)		(3,700)		(8,030,888)
Capital transactions:
	Transfers of net premiums		1,698,829		592,631		1,251,792		9,772,320		461,484		182,862		214,580		195,720
	Transfers due to death benefits		(33,215)		(95,423)		(2,344,813)		(1,432,762)		(4,198)		(3,795)		-		(104,352)
	Transfers due to annuity benefit payments		-		-		(680,190)		(409)		-		-		-		(73,728)
	Transfers due to withdrawal of funds		(553,451)		(897,868)		(17,623,733)		(18,120,816)		(601)		(291)		(219)		(1,386,146)
	Transfers due to loans, net of repayments		-		-		(11,411)		-		-		-		-		(4,339)
	Transfers due to cost of insurance		-		2,639		(480,267)		(152,366)		-		-		-		(84,985)
	Transfers due to contingent deferred sales charges		-		(628)		(1,033)		(5,558)		(936)		(389)		(1,063)		(218)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		-		122,880		42		-		-		-		27,512
	Transfers between Sub-Accounts and to/from General Account		(245,515)		17,771		3,989,314		(1,353,734)		(7,127)		4,964		(8,455)		1,021,878
Net increase (decrease) in net assets resulting from capital transactions			866,648		(380,878)		(15,777,461)		(11,293,283)		448,622		183,351		204,843		(408,658)
Total increase (decrease)			(2,105,493)		(2,472,453)		(82,461,749)		(87,387,778)		447,027		152,225		201,143		(8,439,546)
NET ASSETS, at beginning of the year			18,530,683		13,346,595		250,765,962		279,055,343		-		-		-		28,738,025
NET ASSETS, at end of the year		$	16,425,190	$	10,874,142	$	168,304,213	$	191,667,565	$	447,027	$	152,225	$	201,143	$	20,298,479

See Notes to Financial Statements.

F-43

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

		Invesco
		Oppenheimer V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.
		International		Capital		Capital		Conservative		Conservative		Core Plus		Discovery		Discovery
		Growth		Appreciation		Appreciation		Balanced		Balanced		Bond		Mid Cap Growth		Mid Cap Growth
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)				(Series I)		(Series II)
Investment income
Dividends		$	-	$	-	$	-	$	79,929	$	566	$	60,700	$	-	$	-
Expenses
Mortality and expense risk fees and administrative charges			241,752		1,523,565		122,507		66,742		565		20,118		1,015,239		322,211
Net Investment income (loss)			(241,752)		(1,523,565)		(122,507)		13,187		1		40,582		(1,015,239)		(322,211)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(339,301)		2,207,214		369,000		214,251		402		(4,666)		244,767		(93,794)
	Realized gain distribution		3,501,346		42,264,421		3,118,548		435,543		3,740		928		21,561,207		7,714,901
	Realized gain (loss)		3,162,045		44,471,635		3,487,548		649,794		4,142		(3,738)		21,805,974		7,621,107
Change in net unrealized appreciation/depreciation of investments			(10,105,086)		(93,017,304)		(7,392,458)		(1,879,814)		(14,325)		(301,045)		(54,795,681)		(18,346,399)
Net gain (loss) on investments			(6,943,041)		(48,545,669)		(3,904,910)		(1,230,020)		(10,183)		(304,783)		(32,989,707)		(10,725,292)
Net increase (decrease) in net assets resulting from operations			(7,184,793)		(50,069,234)		(4,027,417)		(1,216,833)		(10,182)		(264,201)		(34,004,946)		(11,047,503)
Capital transactions:
	Transfers of net premiums		523,653		468,903		114,707		8,403		-		-		389,143		1,358,389
	Transfers due to death benefits		(251,788)		(1,686,703)		(63,592)		(79,482)		-		(10,439)		(868,892)		(91,024)
	Transfers due to annuity benefit payments		-		(313,102)		-		(6,080)		-		(45)		(242,681)		(191)
	Transfers due to withdrawal of funds		(1,930,305)		(13,256,465)		(1,463,496)		(333,546)		(1,153)		(77,940)		(8,170,233)		(1,822,620)
	Transfers due to loans, net of repayments		-		7,648		-		(235)		-		-		(9,893)		-
	Transfers due to cost of insurance		(70,497)		(384,997)		(15,247)		(4,758)		46		-		(266,240)		(11,316)
	Transfers due to contingent deferred sales charges		(577)		(436)		-		(49)		-		(28)		(136)		(346)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		44,148		-		529		-		10		35,692		20
	Transfers between Sub-Accounts and to/from General Account		1,713,598		7,280,226		(632,089)		(16,793)		-		-		6,805,582		128,577
Net increase (decrease) in net assets resulting from capital transactions			(15,916)		(7,840,778)		(2,059,717)		(432,011)		(1,107)		(88,442)		(2,327,658)		(438,511)
Total increase (decrease)			(7,200,709)		(57,910,012)		(6,087,134)		(1,648,844)		(11,289)		(352,643)		(36,332,604)		(11,486,014)
NET ASSETS, at beginning of the year			26,049,458		161,466,451		13,493,003		6,987,321		56,716		1,772,416		105,647,787		34,332,308
NET ASSETS, at end of the year		$	18,848,749	$	103,556,439	$	7,405,869	$	5,338,477	$	45,427	$	1,419,773	$	69,315,183	$	22,846,294

See Notes to Financial Statements.

F-44

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

			Invesco V.I.		Invesco V.I.						Invesco V.I.		Invesco V.I.
			Diversified		Diversified		Invesco V.I.		Invesco V.I.		Global Strategic		Global Strategic		Invesco V.I.		Invesco V.I.
			Dividend		Dividend		Global		Global		Income		Income		Health Care		Health Care
			Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
			(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
Investment income
Dividends			$	88,923	$	165,443	$	-	$	-	$	-	$	-	$	-	$	-
Expenses
Mortality and expense risk fees and administrative charges				56,165		138,284		1,587,882		717,701		1,492,984		599,892		108,183		120,049
Net Investment income (loss)				32,758		27,159		(1,587,882)		(717,701)		(1,492,984)		(599,892)		(108,183)		(120,049)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares			51,389		92,077		2,676,058		467,643		(6,074,013)		(2,340,498)		5,215		69,809
	Realized gain distribution			583,379		1,251,212		22,633,364		9,776,023		-		-		1,265,290		1,357,316
	Realized gain (loss)			634,768		1,343,289		25,309,422		10,243,666		(6,074,013)		(2,340,498)		1,270,505		1,427,125
Change in net unrealized appreciation/depreciation of investments				(802,461)		(1,749,671)		(80,778,404)		(34,677,208)		(10,232,913)		(4,356,125)		(2,800,020)		(3,027,263)
Net gain (loss) on investments				(167,693)		(406,382)		(55,468,982)		(24,433,542)		(16,306,926)		(6,696,623)		(1,529,515)		(1,600,138)
Net increase (decrease) in net assets resulting from operations				(134,935)		(379,223)		(57,056,864)		(25,151,243)		(17,799,910)		(7,296,515)		(1,637,698)		(1,720,187)
Capital transactions:
	Transfers of net premiums			82,504		207,911		820,458		1,324,053		660,589		652,640		122,963		142,016
	Transfers due to death benefits			(73,015)		(8,473)		(1,714,520)		(197,068)		(1,902,074)		(503,591)		(126,244)		(56,901)
	Transfers due to annuity benefit payments			(18,401)		-		(322,198)		(412)		(331,195)		-		(41,064)		-
	Transfers due to withdrawal of funds			(269,885)		(2,015,348)		(12,764,595)		(6,379,593)		(12,200,177)		(4,279,835)		(762,707)		(1,365,653)
	Transfers due to loans, net of repayments			(7,276)		-		9,864		-		682		-		4,199		-
	Transfers due to cost of insurance			(8,672)		(3,965)		(322,603)		(127,030)		(481,356)		(294,741)		(9,547)		(12,934)
	Transfers due to contingent deferred sales charges			(3)		-		(611)		(94)		(451)		-		(176)		-
	Transfers due to net charge (credit) to
		annuitant mortality fluctuation		3,252		-		73,696		43		58,221		-		10,694		-
	Transfers between Sub-Accounts and to/from General Account			110,250		343,749		11,145,889		2,483,654		(5,810,127)		(2,698,820)		35,897		(42,685)
Net increase (decrease) in net assets resulting from capital transactions				(181,246)		(1,476,126)		(3,074,620)		(2,896,447)		(20,005,888)		(7,124,347)		(765,985)		(1,336,157)
Total increase (decrease)				(316,181)		(1,855,349)		(60,131,484)		(28,047,690)		(37,805,798)		(14,420,862)		(2,403,683)		(3,056,344)
NET ASSETS, at beginning of the year				4,919,882		11,345,055		176,055,227		77,475,203		143,423,120		57,328,981		11,396,798		11,700,675
NET ASSETS, at end of the year			$	4,603,701	$	9,489,706	$	115,923,743	$	49,427,513	$	105,617,322	$	42,908,119	$	8,993,115	$	8,644,331

See Notes to Financial Statements.

F-45

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

												Janus Henderson
										Invesco V.I.		Global		MML		MML
		Invesco V.I.		Invesco V.I.		Invesco V.I.		Invesco V.I.		U.S. Government		Technology and		Aggressive		Aggressive
		Main Street		Main Street		Technology		Technology		Money		Innovation		Allocation		Allocation
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Series I)		(Series II)		(Series I)		(Series II)						(Initial Class)		(Service Class)
Investment income
Dividends		$	435,222	$	231,685	$	-	$	-	$	85,981	$	-	$	587,102	$	1,423,938
Expenses
Mortality and expense risk fees and administrative charges			337,050		262,495		79,194		113,307		72,458		1,494		344,553		965,479
Net Investment income (loss)			98,172		(30,810)		(79,194)		(113,307)		13,523		(1,494)		242,549		458,459
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(108,049)		(337,549)		207,322		(326,480)		-		(4,731)		210,985		(1,458,792)
	Realized gain distribution		11,217,934		8,051,790		2,503,407		3,389,938		-		22,771		3,975,094		11,286,908
	Realized gain (loss)		11,109,885		7,714,241		2,710,729		3,063,458		-		18,040		4,186,079		9,828,116
Change in net unrealized appreciation/depreciation of investments			(18,859,727)		(13,170,083)		(6,518,315)		(7,963,463)		-		(52,224)		(10,319,199)		(26,573,983)
Net gain (loss) on investments			(7,749,842)		(5,455,842)		(3,807,586)		(4,900,005)		-		(34,184)		(6,133,120)		(16,745,867)
Net increase (decrease) in net assets resulting from operations			(7,651,670)		(5,486,652)		(3,886,780)		(5,013,312)		13,523		(35,678)		(5,890,571)		(16,287,408)
Capital transactions:
	Transfers of net premiums		95,091		577,796		125,143		70,220		113,229		277,453		529,391		1,502,980
	Transfers due to death benefits		(424,954)		(62,055)		(157,069)		(62,194)		(25,747)		-		(234,782)		(44,841)
	Transfers due to annuity benefit payments		(20,387)		-		(20,140)		(184)		(8,132)		-		-		-
	Transfers due to withdrawal of funds		(1,853,203)		(1,859,977)		(480,941)		(1,167,284)		(626,152)		(275)		(4,220,255)		(10,815,755)
	Transfers due to loans, net of repayments		(3,851)		-		154		-		133		-		(8,306)		-
	Transfers due to cost of insurance		(20,923)		(2,542)		(8,661)		(3,116)		23,089		-		(92,688)		(92,676)
	Transfers due to contingent deferred sales charges		(343)		-		(93)		-		(149)		(547)		(5)		-
	Transfers due to net charge (credit) to annuitant mortality fluctuation		934		-		8,975		19		1,887		-		-		-
	Transfers between Sub-Accounts and to/from General Account		(440,303)		(530,438)		(4,996)		(122,803)		1,397,356		3,776		53,868		(842,632)
Net increase (decrease) in net assets resulting from capital transactions			(2,667,939)		(1,877,216)		(537,628)		(1,285,342)		875,514		280,407		(3,972,777)		(10,292,924)
Total increase (decrease)			(10,319,609)		(7,363,868)		(4,424,408)		(6,298,654)		889,037		244,729		(9,863,348)		(26,580,332)
NET ASSETS, at beginning of the year			37,181,449		26,323,196		9,838,777		12,810,416		5,812,814		-		36,316,920		95,058,178
NET ASSETS, at end of the year		$	26,861,840	$	18,959,328	$	5,414,369	$	6,511,762	$	6,701,851	$	244,729	$	26,453,572	$	68,477,846

See Notes to Financial Statements.

F-46

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

		MML		MML		MML
		American		American		American		MML		MML						MML
		Funds		Funds		Funds		Balanced		Balanced		MML		MML		Blue Chip
		Core Allocation		Growth		International		Allocation		Allocation		Blend		Blend		Growth
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
								(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)
Investment income
Dividends		$	16,292,698	$	938,241	$	7,469,097	$	2,357,662	$	10,095,633	$	773,236	$	2,126,739	$	-
Expenses
Mortality and expense risk fees and administrative charges			9,997,557		2,752,809		490,764		853,829		3,875,238		693,771		2,399,426		548,391
Net Investment income (loss)			6,295,141		(1,814,568)		6,978,333		1,503,833		6,220,395		79,465		(272,687)		(548,391)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(11,274,379)		4,181,111		(19,713,164)		(512,630)		(5,266,691)		(1,475,511)		(6,106,369)		190,183
	Realized gain distribution		50,493,008		48,180,028		1,038,955		4,593,925		21,485,501		1,035,412		3,532,153		8,224,405
	Realized gain (loss)		39,218,629		52,361,139		(18,674,209)		4,081,295		16,218,810		(440,099)		(2,574,216)		8,414,588
Change in net unrealized appreciation/depreciation of investments			(178,198,783)		(137,680,141)		(3,430,385)		(17,723,177)		(79,262,906)		(11,414,506)		(36,424,621)		(33,927,687)
Net gain (loss) on investments			(138,980,154)		(85,319,002)		(22,104,594)		(13,641,882)		(63,044,096)		(11,854,605)		(38,998,837)		(25,513,099)
Net increase (decrease) in net assets resulting from operations			(132,685,013)		(87,133,570)		(15,126,261)		(12,138,049)		(56,823,701)		(11,775,140)		(39,271,524)		(26,061,490)
Capital transactions:
	Transfers of net premiums		14,724,366		10,520,931		878,369		536,870		8,035,321		394,293		13,607,936		314,456
	Transfers due to death benefits		(5,137,564)		(1,495,031)		(234,432)		(745,021)		(3,213,335)		(682,408)		(1,427,476)		(363,818)
	Transfers due to annuity benefit payments		(36,194)		(21,427)		-		-		(8,186)		(213,240)		-		(94,703)
	Transfers due to withdrawal of funds		(91,370,924)		(20,695,044)		(3,043,411)		(7,082,083)		(37,134,145)		(5,147,904)		(12,776,660)		(3,826,384)
	Transfers due to loans, net of repayments		12,554		(1,626)		1,972		4,205		-		(8,861)		-		(13,951)
	Transfers due to cost of insurance		(5,565,329)		(413,955)		(204,303)		(471,409)		(1,252,274)		(62,294)		(42,804)		(59,283)
	Transfers due to contingent deferred sales charges		(16,616)		(8,187)		(841)		-		-		(741)		(2,476)		(385)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		7,132		2,357		-		-		804		40,192		-		30,206
	Transfers between Sub-Accounts and to/from General Account		(6,227,813)		3,741,160		(39,863,815)		(425,722)		(5,332,079)		(228,539)		(4,863,694)		159,913
Net increase (decrease) in net assets resulting from capital transactions			(93,610,388)		(8,370,822)		(42,466,461)		(8,183,160)		(38,903,894)		(5,909,502)		(5,505,174)		(3,853,949)
Total increase (decrease)			(226,295,401)		(95,504,392)		(57,592,722)		(20,321,209)		(95,727,595)		(17,684,642)		(44,776,698)		(29,915,439)
NET ASSETS, at beginning of the year			919,106,679		282,628,214		57,592,722		78,951,185		363,104,191		68,982,917		217,290,953		66,935,027
NET ASSETS, at end of the year		$	692,811,278	$	187,123,822	$	-	$	58,629,976	$	267,376,596	$	51,298,275	$	172,514,255	$	37,019,588

See Notes to Financial Statements.

F-47

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

		MML		MML		MML		MML
		Blue Chip		Conservative		Conservative		Dynamic		MML		MML		MML		MML
		Growth		Allocation		Allocation		Bond		Equity		Equity		Equity Income		Equity Income
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Service Class)		(Initial Class)		(Service Class)		(Service Class I)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
Investment income
Dividends		$	-	$	2,193,895	$	9,438,491	$	445,452	$	371,569	$	1,250,749	$	2,092,308	$	1,245,550
Expenses
Mortality and expense risk fees and administrative charges			1,839,523		699,395		3,419,660		149,876		285,407		1,181,581		1,556,637		1,051,021
Net Investment income (loss)			(1,839,523)		1,494,500		6,018,831		295,576		86,162		69,168		535,671		194,529
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(4,232,177)		(591,943)		(4,217,391)		(153,673)		357,380		(11,168)		1,008,497		(570,411)
	Realized gain distribution		27,920,807		4,624,225		21,589,285		-		2,483,756		10,101,366		16,328,982		11,451,665
	Realized gain (loss)		23,688,630		4,032,282		17,371,894		(153,673)		2,841,136		10,090,198		17,337,479		10,881,254
Change in net unrealized appreciation/depreciation of investments			(103,168,053)		(15,805,406)		(72,053,206)		(2,244,985)		(4,427,572)		(16,584,726)		(24,040,052)		(15,423,353)
Net gain (loss) on investments			(79,479,423)		(11,773,124)		(54,681,312)		(2,398,658)		(1,586,436)		(6,494,528)		(6,702,573)		(4,542,099)
Net increase (decrease) in net assets resulting from operations			(81,318,946)		(10,278,624)		(48,662,481)		(2,103,082)		(1,500,274)		(6,425,360)		(6,166,902)		(4,347,570)
Capital transactions:
	Transfers of net premiums		5,737,759		938,395		3,048,920		1,197,859		237,774		2,460,298		636,870		2,185,476
	Transfers due to death benefits		(890,897)		(1,436,013)		(4,145,456)		(92,068)		(172,362)		(980,439)		(1,650,240)		(505,839)
	Transfers due to annuity benefit payments		(517)		(15,449)		(2,888)		-		(67,528)		-		(362,440)		(610)
	Transfers due to withdrawal of funds		(10,517,008)		(5,713,904)		(36,917,918)		(618,990)		(1,767,949)		(9,972,143)		(12,959,583)		(7,812,330)
	Transfers due to loans, net of repayments		-		357		-		-		6,803		-		3,424		-
	Transfers due to cost of insurance		(51,297)		(422,114)		(1,142,599)		-		(52,631)		(308,806)		(424,915)		(384,734)
	Transfers due to contingent deferred sales charges		(9,018)		(9)		(200)		(2,267)		(158)		(199)		(222)		(1,675)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		53		3,119		(11,579)		-		33,902		-		89,591		62
	Transfers between Sub-Accounts and to/from General Account		(255,553)		2,033,996		6,212,807		(62,687)		428,163		(2,543,995)		(11,815,196)		666,121
Net increase (decrease) in net assets resulting from capital transactions			(5,986,478)		(4,611,622)		(32,958,913)		421,847		(1,353,986)		(11,345,284)		(26,482,711)		(5,853,529)
Total increase (decrease)			(87,305,424)		(14,890,246)		(81,621,394)		(1,681,235)		(2,854,260)		(17,770,644)		(32,649,613)		(10,201,099)
NET ASSETS, at beginning of the year			203,462,318		65,736,943		314,438,147		13,575,976		25,600,018		104,959,878		145,517,882		88,613,015
NET ASSETS, at end of the year		$	116,156,894	$	50,846,697	$	232,816,753	$	11,894,741	$	22,745,758	$	87,189,234	$	112,868,269	$	78,411,916

See Notes to Financial Statements.

F-48

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022


		MML		MML		MML		MML		MML						MML
		Equity		Equity		Equity		Equity		Focused		MML		MML		Fundamental
		Index		Index		Momentum		Rotation		Equity		Foreign		Foreign		Equity
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Class I)		(Service Class I)		(Service Class I)		(Service Class I)				(Initial Class)		(Service Class)
Investment income
Dividends		$	312,763	$	282,087	$	9,607	$	-	$	130,936	$	3,468,489	$	236,272	$	73,760
Expenses
Mortality and expense risk fees and administrative charges			394,588		445,629		14,570		19,978		254,837		1,210,321		88,584		255,297
Net Investment income (loss)			(81,825)		(163,542)		(4,963)		(19,978)		(123,901)		2,258,168		147,688		(181,537)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		588,121		538,021		(391,327)		(53,862)		827,892		(796,212)		(44,738)		(457,468)
	Realized gain distribution		1,839,889		2,246,951		-		219,825		1,660,896		6,461,151		479,118		3,456,380
	Realized gain (loss)		2,428,010		2,784,972		(391,327)		165,963		2,488,788		5,664,939		434,380		2,998,912
Change in net unrealized appreciation/depreciation of investments			(9,504,297)		(11,119,540)		108,143		(520,198)		(3,697,730)		(24,860,390)		(1,690,038)		(8,057,419)
Net gain (loss) on investments			(7,076,287)		(8,334,568)		(283,184)		(354,235)		(1,208,942)		(19,195,451)		(1,255,658)		(5,058,507)
Net increase (decrease) in net assets resulting from operations			(7,158,112)		(8,498,110)		(288,147)		(374,213)		(1,332,843)		(16,937,283)		(1,107,970)		(5,240,044)
Capital transactions:
	Transfers of net premiums		342,363		138,296		152,614		111,285		1,412,105		350,653		33,911		1,503,370
	Transfers due to death benefits		(429,799)		(42,297)		(6,574)		(94,805)		(75,414)		(997,738)		(71,914)		(19,125)
	Transfers due to annuity benefit payments		(321,722)		-		-		-		-		(320,546)		-		(9,659)
	Transfers due to withdrawal of funds		(2,242,436)		(6,329,183)		(419,637)		(248,331)		(1,662,916)		(10,316,763)		(618,001)		(1,522,874)
	Transfers due to loans, net of repayments		(39,386)		-		-		-		-		1,779		-		-
	Transfers due to cost of insurance		(20,167)		(106,479)		-		-		31		(387,361)		(26,619)		(1,122)
	Transfers due to contingent deferred sales charges		(264)		-		(215)		(214)		(1,267)		(48)		(20)		(158)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		(95,127)		-		-		-		-		59,354		-		1,740
	Transfers between Sub-Accounts and to/from General Account		(249,845)		(1,697,624)		(1,599,775)		(14,262)		1,154,023		2,405,390		2,548,341		48,705
Net increase (decrease) in net assets resulting from capital transactions			(3,056,383)		(8,037,287)		(1,873,587)		(246,327)		826,562		(9,205,280)		1,865,698		877
Total increase (decrease)			(10,214,495)		(16,535,397)		(2,161,734)		(620,540)		(506,281)		(26,142,563)		757,728		(5,239,167)
NET ASSETS, at beginning of the year			38,036,347		46,175,143		2,161,734		2,484,746		22,092,990		115,578,289		8,065,680		23,979,880
NET ASSETS, at end of the year		$	27,821,852	$	29,639,746	$	-	$	1,864,206	$	21,586,709	$	89,435,726	$	8,823,408	$	18,740,713

See Notes to Financial Statements.

F-49

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

		MML								MML		MML				MML
		Fundamental		MML		MML		MML		Growth		Growth		MML		Income
		Value		Global		Global		Global		Allocation		Allocation		High Yield		& Growth
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
				(Class I)		(Class II)		(Service Class I)		(Initial Class)		(Service Class)				(Initial Class)
Investment income
Dividends		$	171,934	$	61,331	$	67,416	$	226,353	$	8,230,410	$	15,113,854	$	3,012,613	$	316,198
Expenses
Mortality and expense risk fees and administrative charges			252,383		48,057		52,602		215,115		4,017,053		7,806,650		515,207		256,290
Net Investment income (loss)			(80,449)		13,274		14,814		11,238		4,213,357		7,307,204		2,497,406		59,908
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(580,697)		(241,946)		(167,340)		(1,422,941)		(4,224,664)		(10,584,026)		(1,087,332)		162,190
	Realized gain distribution		3,693,954		2,681,213		2,537,527		10,270,001		34,015,506		70,506,702		-		2,407,045
	Realized gain (loss)		3,113,257		2,439,267		2,370,187		8,847,061		29,790,842		59,922,677		(1,087,332)		2,569,235
Change in net unrealized appreciation/depreciation of investments			(4,387,722)		(3,390,765)		(3,304,604)		(12,235,088)		(94,165,932)		(189,978,162)		(7,554,326)		(3,013,042)
Net gain (loss) on investments			(1,274,465)		(951,498)		(934,417)		(3,388,028)		(64,375,090)		(130,055,486)		(8,641,658)		(443,807)
Net increase (decrease) in net assets resulting from operations			(1,354,914)		(938,224)		(919,603)		(3,376,790)		(60,161,733)		(122,748,282)		(6,144,252)		(383,899)
Capital transactions:
	Transfers of net premiums		1,744,339		9,934		47,682		586,834		3,019,271		12,447,825		1,912,837		184,774
	Transfers due to death benefits		(36,064)		(9,980)		(88,816)		(63,604)		(1,949,590)		(4,386,708)		(594,927)		(263,310)
	Transfers due to annuity benefit payments		-		(35,242)		(32)		-		-		-		(526)		(93,947)
	Transfers due to withdrawal of funds		(1,827,771)		(292,069)		(135,075)		(1,516,864)		(22,768,729)		(61,585,836)		(4,366,581)		(1,270,856)
	Transfers due to loans, net of repayments		(567)		-		(13,098)		-		(4,499)		-		(6,809)		(1,373)
	Transfers due to cost of insurance		580		(15,977)		-		(45,246)		(4,017,555)		(6,055,687)		3,471		(32,860)
	Transfers due to contingent deferred sales charges		(1,199)		-		(105)		(417)		(211)		(8,169)		(194)		(369)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		14,216		5		-		-		-		268		32,355
	Transfers between Sub-Accounts and to/from General Account		1,585,735		236,412		107,967		4,580,100		(6,032,187)		2,543,394		(1,388,712)		(521,974)
Net increase (decrease) in net assets resulting from capital transactions			1,465,053		(92,706)		(81,472)		3,540,803		(31,753,500)		(57,045,181)		(4,441,173)		(1,967,560)
Total increase (decrease)			110,139		(1,030,930)		(1,001,075)		164,013		(91,915,233)		(179,793,463)		(10,585,425)		(2,351,459)
NET ASSETS, at beginning of the year			20,520,581		5,128,057		4,977,478		19,462,328		373,971,831		763,512,275		48,073,933		23,466,564
NET ASSETS, at end of the year		$	20,630,720	$	4,097,127	$	3,976,403	$	19,626,341	$	282,056,598	$	583,718,812	$	37,488,508	$	21,115,105

See Notes to Financial Statements.

F-50

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

				MML		MML
		MML		Inflation-		Inflation-		MML		MML		MML		MML		MML
		Income		Protected		Protected		International		iShares 60/40		iShares 80/20		Large Cap		Large Cap
		& Growth		and Income		and Income		Equity		Allocation		Allocation		Growth		Growth
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Service Class)		(Initial Class)		(Service Class)								(Initial Class)		(Service Class)
Investment income
Dividends		$	359,104	$	2,644,118	$	1,162,237	$	61,536	$	78,194	$	254,629	$	-	$	-
Expenses
Mortality and expense risk fees and administrative charges			371,680		1,363,701		614,274		87,560		38,678		129,739		142,941		260,621
Net Investment income (loss)			(12,576)		1,280,417		547,963		(26,024)		39,516		124,890		(142,941)		(260,621)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(196,524)		(1,054,347)		(412,746)		(231,361)		(12,439)		(78,108)		220,283		(26,054)
	Realized gain distribution		3,306,589		7,434,466		3,610,305		374,357		-		-		1,281,549		2,077,210
	Realized gain (loss)		3,110,065		6,380,119		3,197,559		142,996		(12,439)		(78,108)		1,501,832		2,051,156
Change in net unrealized appreciation/depreciation of investments			(3,778,763)		(24,621,003)		(11,525,229)		(1,430,412)		(350,356)		(1,185,921)		(6,186,619)		(9,191,691)
Net gain (loss) on investments			(668,698)		(18,240,884)		(8,327,670)		(1,287,416)		(362,795)		(1,264,029)		(4,684,787)		(7,140,535)
Net increase (decrease) in net assets resulting from operations			(681,274)		(16,960,467)		(7,779,707)		(1,313,440)		(323,279)		(1,139,139)		(4,827,728)		(7,401,156)
Capital transactions:
	Transfers of net premiums		927,083		512,293		3,846,674		656,848		5,453,085		19,920,614		135,556		1,007,276
	Transfers due to death benefits		(392,720)		(2,039,691)		(503,146)		(244,317)		-		(7,546)		(77,601)		(128,139)
	Transfers due to annuity benefit payments		-		(335,105)		(521)		-		-		-		(13,439)		-
	Transfers due to withdrawal of funds		(2,218,417)		(11,985,993)		(4,762,961)		(530,771)		(25,786)		(30,118)		(1,216,920)		(1,386,466)
	Transfers due to loans, net of repayments		-		7,025		-		-		-		-		(12,163)		-
	Transfers due to cost of insurance		(34,753)		(397,333)		(140,414)		42		-		-		(13,164)		(5,324)
	Transfers due to contingent deferred sales charges		(817)		(30)		(8,707)		(828)		(29,230)		(119,060)		(188)		(1,254)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		59,992		53		-		-		-		3,165		-
	Transfers between Sub-Accounts and to/from General Account		(742,522)		(6,902,058)		(531,613)		910,659		1		(206)		(375,337)		(18,476)
Net increase (decrease) in net assets resulting from capital transactions			(2,462,146)		(21,080,900)		(2,100,635)		791,633		5,398,070		19,763,684		(1,570,091)		(532,383)
Total increase (decrease)			(3,143,420)		(38,041,367)		(9,880,342)		(521,807)		5,074,791		18,624,545		(6,397,819)		(7,933,539)
NET ASSETS, at beginning of the year			31,561,723		126,908,902		52,995,919		8,307,912		-		-		17,656,357		25,898,086
NET ASSETS, at end of the year		$	28,418,303	$	88,867,535	$	43,115,577	$	7,786,105	$	5,074,791	$	18,624,545	$	11,258,538	$	17,964,547

See Notes to Financial Statements.

F-51

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022


		MML		MML		MML		MML
		Managed		Managed		Managed		Managed		MML		MML		MML		MML
		Bond		Bond		Volatility		Volatility		Mid Cap Growth		Mid Cap Growth		Mid Cap Value		Mid Cap Value
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
Investment income
Dividends		$	2,643,081	$	5,733,205	$	343,634	$	42,368	$	-	$	-	$	2,304,580	$	983,962
Expenses
Mortality and expense risk fees and administrative charges			1,104,941		2,655,542		948,437		284,036		745,201		1,150,475		1,422,450		662,622
Net Investment income (loss)			1,538,140		3,077,663		(604,803)		(241,668)		(745,201)		(1,150,475)		882,130		321,340
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(1,730,970)		(4,200,113)		2,623,704		438,459		(2,173,501)		(5,806,409)		975,336		(647,679)
	Realized gain distribution		884,421		2,134,336		-		-		18,370,371		28,240,385		26,231,679		12,762,372
	Realized gain (loss)		(846,549)		(2,065,777)		2,623,704		438,459		16,196,870		22,433,976		27,207,015		12,114,693
Change in net unrealized appreciation/depreciation of investments			(17,144,311)		(40,677,652)		(13,240,592)		(3,566,863)		(37,274,894)		(52,010,720)		(31,282,493)		(14,012,916)
Net gain (loss) on investments			(17,990,860)		(42,743,429)		(10,616,888)		(3,128,404)		(21,078,024)		(29,576,744)		(4,075,478)		(1,898,223)
Net increase (decrease) in net assets resulting from operations			(16,452,720)		(39,665,766)		(11,221,691)		(3,370,072)		(21,823,225)		(30,727,219)		(3,193,348)		(1,576,883)
Capital transactions:
	Transfers of net premiums		453,722		3,925,281		293,390		461,564		405,726		2,664,210		560,993		1,872,746
	Transfers due to death benefits		(1,667,410)		(1,986,200)		(878,869)		(178,602)		(1,019,913)		(777,425)		(1,350,524)		(345,272)
	Transfers due to annuity benefit payments		(261,460)		(624)		(238,968)		-		(142,281)		-		(327,606)		-
	Transfers due to withdrawal of funds		(9,786,711)		(27,525,374)		(7,637,371)		(2,677,878)		(4,869,980)		(8,433,913)		(10,720,216)		(5,153,559)
	Transfers due to loans, net of repayments		8,575		-		5,913		-		4,526		-		(20,067)		-
	Transfers due to cost of insurance		(264,314)		(956,131)		(319,924)		(92,069)		(77,401)		(154,415)		(355,240)		(120,348)
	Transfers due to contingent deferred sales charges		(158)		(2,958)		(264)		-		(1,231)		(3,506)		(1,617)		(1,274)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		69,116		63		29,708		-		31,899		-		66,023		-
	Transfers between Sub-Accounts and to/from General Account		(3,155,468)		(6,743,287)		(7,064,152)		(844,896)		(609,927)		326,437		(12,157,851)		(60,179)
Net increase (decrease) in net assets resulting from capital transactions			(14,604,108)		(33,289,230)		(15,810,537)		(3,331,881)		(6,278,582)		(6,378,612)		(24,306,105)		(3,807,886)
Total increase (decrease)			(31,056,828)		(72,954,996)		(27,032,228)		(6,701,953)		(28,101,807)		(37,105,831)		(27,499,453)		(5,384,769)
NET ASSETS, at beginning of the year			107,430,616		253,912,380		90,531,793		25,981,811		85,664,131		118,152,584		132,262,516		55,688,323
NET ASSETS, at end of the year		$	76,373,788	$	180,957,384	$	63,499,565	$	19,279,858	$	57,562,324	$	81,046,753	$	104,763,063	$	50,303,554

See Notes to Financial Statements.

F-52

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

		MML		MML		MML		MML		MML		MML		MML		MML
		Moderate		Moderate		Short-Duration		Small Cap		Small Cap		Small Cap		Small Cap		Small
		Allocation		Allocation		Bond		Equity		Equity		Growth Equity		Growth Equity		Company Value
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)				(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
Investment income
Dividends		$	5,839,701	$	35,183,820	$	924,413	$	170,461	$	108,874	$	-	$	-	$	-
Expenses
Mortality and expense risk fees and administrative charges			2,242,005		15,240,729		380,086		271,472		317,307		882,645		324,584		327,432
Net Investment income (loss)			3,597,696		19,943,091		544,327		(101,011)		(208,433)		(882,645)		(324,584)		(327,432)
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(2,083,491)		(39,501,884)		(642,556)		653,101		120,647		(4,727,587)		(2,363,800)		(1,878,844)
	Realized gain distribution		16,004,361		106,939,391		-		2,853,652		3,044,656		19,915,164		8,085,294		14,125,072
	Realized gain (loss)		13,920,870		67,437,507		(642,556)		3,506,753		3,165,303		15,187,577		5,721,494		12,246,228
Change in net unrealized appreciation/depreciation of investments			(50,999,577)		(315,136,382)		(2,978,754)		(8,197,033)		(8,097,183)		(34,947,506)		(13,245,058)		(16,705,438)
Net gain (loss) on investments			(37,078,707)		(247,698,875)		(3,621,310)		(4,690,280)		(4,931,880)		(19,759,929)		(7,523,564)		(4,459,210)
Net increase (decrease) in net assets resulting from operations			(33,481,011)		(227,755,784)		(3,076,983)		(4,791,291)		(5,140,313)		(20,642,574)		(7,848,148)		(4,786,642)
Capital transactions:
	Transfers of net premiums		784,269		15,562,400		1,194,786		136,880		634,123		587,092		1,037,911		691,865
	Transfers due to death benefits		(643,371)		(9,374,398)		(327,975)		(150,218)		(106,509)		(808,430)		(181,516)		(187,003)
	Transfers due to annuity benefit payments		-		(1,054)		(422)		(27,608)		-		(226,745)		-		-
	Transfers due to withdrawal of funds		(18,901,719)		(178,329,361)		(4,659,651)		(2,301,600)		(2,116,782)		(7,326,801)		(2,043,108)		(1,893,834)
	Transfers due to loans, net of repayments		27,975		-		-		1,312		-		(3,881)		-		1,422
	Transfers due to cost of insurance		(1,818,848)		(6,759,388)		61		(24,407)		(20,452)		(263,332)		(44,280)		(21,059)
	Transfers due to contingent deferred sales charges		(5)		(6,284)		(1,520)		(373)		(257)		(1,063)		-		(314)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		-		32		212		11,490		-		38,732		-		-
	Transfers between Sub-Accounts and to/from General Account		392,545		(9,837,995)		2,194,637		(639,272)		78,306		1,360,397		(935,587)		74,253
Net increase (decrease) in net assets resulting from capital transactions			(20,159,154)		(188,746,048)		(1,599,872)		(2,993,796)		(1,531,571)		(6,644,031)		(2,166,580)		(1,334,670)
Total increase (decrease)			(53,640,165)		(416,501,832)		(4,676,855)		(7,785,087)		(6,671,884)		(27,286,605)		(10,014,728)		(6,121,312)
NET ASSETS, at beginning of the year			214,743,239		1,461,000,467		34,025,850		29,197,903		30,289,216		87,699,978		32,664,648		29,889,996
NET ASSETS, at end of the year		$	161,103,074	$	1,044,498,635	$	29,348,995	$	21,412,816	$	23,617,332	$	60,413,373	$	22,649,920	$	23,768,684

See Notes to Financial Statements.

F-53

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

								MML
		MML		MML		MML		Strategic		MML		MML				MML U.S.
		Small/Mid Cap		Small/Mid Cap		Special		Emerging		Sustainable		Sustainable		MML Total		Government
		Value		Value		Situations		Markets		Equity		Equity		Return Bond		Money Market
		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account		Sub-Account
		(Initial Class)		(Service Class)		(Service Class I)		(Service Class I)		(Initial Class)		(Service Class)
Investment income
Dividends		$	1,013,963	$	255,938	$	-	$	353,251	$	577,250	$	351,727	$	524,115	$	1,411,465
Expenses
Mortality and expense risk fees and administrative charges			1,030,798		320,170		6,333		146,664		657,155		638,855		494,129		1,241,844
Net Investment income (loss)			(16,835)		(64,232)		(6,333)		206,587		(79,905)		(287,128)		29,986		169,621
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		(1,572,508)		(444,476)		(487,767)		(1,239,663)		5,267,909		1,237,956		(920,383)		374
	Realized gain distribution		22,055,964		7,050,264		23,065		3,930,101		8,765,580		7,480,195		-		-
	Realized gain (loss)		20,483,456		6,605,788		(464,702)		2,690,438		14,033,489		8,718,151		(920,383)		374
Change in net unrealized appreciation/depreciation of investments			(36,482,132)		(11,583,320)		124,858		(7,222,659)		(26,950,571)		(19,477,341)		(6,323,165)		(373)
Net gain (loss) on investments			(15,998,676)		(4,977,532)		(339,844)		(4,532,221)		(12,917,082)		(10,759,190)		(7,243,548)		1
Net increase (decrease) in net assets resulting from operations			(16,015,511)		(5,041,764)		(346,177)		(4,325,634)		(12,996,987)		(11,046,318)		(7,213,562)		169,622
Capital transactions:
	Transfers of net premiums		436,428		1,041,972		18,686		435,284		375,264		1,260,705		2,622,478		6,447,849
	Transfers due to death benefits		(964,540)		(95,929)		-		(119,198)		(1,040,060)		(114,248)		(394,394)		(896,021)
	Transfers due to annuity benefit payments		(269,122)		-		-		-		(49,900)		-		-		(67,753)
	Transfers due to withdrawal of funds		(8,382,824)		(1,621,556)		(152,965)		(862,395)		(4,572,549)		(2,915,616)		(3,820,645)		(39,500,067)
	Transfers due to loans, net of repayments		1,571		-		-		(48)		(3,344)		-		(1,457)		(13,312)
	Transfers due to cost of insurance		(284,820)		(58,643)		-		(24,237)		(68,396)		(57,055)		1,955		(25,525)
	Transfers due to contingent deferred sales charges		(11)		(1,065)		-		(646)		(368)		(408)		(3,357)		(1,454)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		56,239		-		-		-		22,317		-		-		21,660
	Transfers between Sub-Accounts and to/from General Account		(1,571,522)		(734,038)		(600,792)		485,392		(1,000,924)		(1,513,288)		(2,613,419)		74,399,116
Net increase (decrease) in net assets resulting from capital transactions			(10,978,601)		(1,469,259)		(735,071)		(85,848)		(6,337,960)		(3,339,910)		(4,208,839)		40,364,493
Total increase (decrease)			(26,994,112)		(6,511,023)		(1,081,248)		(4,411,482)		(19,334,947)		(14,386,228)		(11,422,401)		40,534,115
NET ASSETS, at beginning of the year			99,423,759		29,944,498		1,081,248		15,351,011		74,572,321		60,960,010		47,397,082		90,771,755
NET ASSETS, at end of the year		$	72,429,647	$	23,433,475	$	-	$	10,939,529		55,237,374		46,573,782		35,974,681		131,305,870

See Notes to Financial Statements.

F-54

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2022

		PIMCO				VY®
		Commodity				CBRE
		RealReturn®		PIMCO		Global
		Strategy		Income		Real Estate
		Sub-Account		Sub-Account		Sub-Account
Investment income
Dividends		$	2,136,455	$	6,683	$	324,182
Expenses
Mortality and expense risk fees and administrative charges			126,080		2,027		134,862
Net Investment income (loss)			2,010,375		4,656		189,320
Net realized and unrealized gain (loss) on investments
	Realized gain (loss) on sale of fund shares		760,141		(521)		(190,175)
	Realized gain distribution		-		6		555,389
	Realized gain (loss)		760,141		(515)		365,214
Change in net unrealized appreciation/depreciation of investments			(2,178,525)		(10,374)		(4,015,670)
Net gain (loss) on investments			(1,418,384)		(10,889)		(3,650,456)
Net increase (decrease) in net assets resulting from operations			591,991		(6,233)		(3,461,136)
Capital transactions:
	Transfers of net premiums		144,108		847,627		126,995
	Transfers due to death benefits		(111,424)		-		(83,459)
	Transfers due to annuity benefit payments		(25,399)		-		(42,494)
	Transfers due to withdrawal of funds		(1,368,790)		(891)		(1,101,455)
	Transfers due to loans, net of repayments		731		-		1,970
	Transfers due to cost of insurance		(43,835)		-		(47,659)
	Transfers due to contingent deferred sales charges		(9)		(1,005)		(13)
	Transfers due to net charge (credit) to annuitant mortality fluctuation		8,760		-		14,705
	Transfers between Sub-Accounts and to/from General Account		1,335,095		(4,194)		103,860
Net increase (decrease) in net assets resulting from capital transactions			(60,763)		841,537		(1,027,550)
Total increase (decrease)			531,228		835,304		(4,488,686)
NET ASSETS, at beginning of the year			8,564,039		-		13,624,068
NET ASSETS, at end of the year		$	9,095,267	$	835,304	$	9,135,382

See Notes to Financial Statements.

F-55

Massachusetts Mutual Variable Annuity Separate Account 4

Notes To Financial Statements

ORGANIZATION

Massachusetts Mutual Variable Annuity Separate Account 4 (“the Separate Account”) is a separate investment account of Massachusetts Mutual Life Insurance Company (“MassMutual”) established on July 9, 1998. The Separate Account is registered as a unit investment trust under the Investment Company Act of 1940 (“the 1940 Act”).

MassMutual maintains eleven segments within the Separate Account: Panorama Premier, Panorama Passage®, MassMutual Artistry, MassMutual Transitions®, MassMutual Evolution^SM, MassMutual RetireEase Select^SM, MassMutual Transitions Select^SM, MassMutual Equity Edge^SM, MassMutual Transitions Select^SM II, MassMutual Capital Vantage® and MassMutual Envision^SM. Seven of the eleven segments within the Separate Account have multiple tiers: Panorama Passage®, MassMutual Evolution^SM, MassMutual RetireEase Select^SM, MassMutual Transitions Select^SM, MassMutual EquityEdge^SM, MassMutual Transitions Select^SM II and MassMutual Capital Vantage^®. The unit values of these tiers differ based on the associated expense ratios.

The assets and liabilities of the Separate Account are clearly identified and distinguished from MassMutual’s other assets and liabilities. The Separate Account assets are not chargeable with liabilities arising from any other MassMutual business.

F-56

Notes To Financial Statements (Continued)

INVESTMENT OF THE SEPARATE ACCOUNT’S ASSETS

For the year or period ended December 31, 2023, the Separate Account consists of ninety-eight sub-accounts which invest in the following mutual funds. All of the sub-accounts may not be available to all of the eleven segments of the Separate Account:

		The sub-account listed in the first column
	Sub-Accounts	invests in the fund in this column
BlackRock 60/40 Target Allocation ETF V.I. Sub-Account (Class III)		BlackRock 60/40 Target Allocation ETF V.I. Fund (Class III)⁷
Cboe Vest U.S. Large Cap 10% Buffer Strategies V.I. Sub-Account¹⁵		Cboe Vest U.S. Large Cap 10% Buffer Strategies V.I. Portfolio^{14, 15}
Delaware Ivy VIP Asset Strategy Sub-Account (Class II)		Delaware Ivy VIP Asset Strategy Portfolio (Class II)⁶
Fidelity® VIP Contrafund® Sub-Account (Initial Class)		Fidelity® VIP Contrafund® Portfolio (Initial Class)¹
Fidelity® VIP Contrafund® Sub-Account (Service Class 2)		Fidelity® VIP Contrafund® Portfolio (Service Class 2)¹
Fidelity® VIP Health Care Sub-Account¹¹		Fidelity® VIP Health Care Portfolio^{1, 11}
Fidelity® VIP Overseas Sub-Account (Service Class 2)¹⁵		Fidelity® VIP Overseas Portfolio (Service Class 2)^{1, 15}
Fidelity® VIP Real Estate Sub-Account¹¹		Fidelity® VIP Real Estate Portfolio^{1, 11}
Fidelity® VIP Strategic Income Sub-Account¹¹		Fidelity® VIP Strategic Income Portfolio^{1, 11}
Invesco Oppenheimer V.I. International Growth Sub-Account (Series I)		Invesco Oppenheimer V.I. International Growth Fund (Series I)³
Invesco Oppenheimer V.I. International Growth Sub-Account (Series II)		Invesco Oppenheimer V.I. International Growth Fund (Series II)³
Invesco V.I. Capital Appreciation Sub-Account (Series I)		Invesco V.I. Capital Appreciation Fund (Series I)³
Invesco V.I. Capital Appreciation Sub-Account (Series II)		Invesco V.I. Capital Appreciation Fund (Series II)³
Invesco V.I. Conservative Balanced Sub-Account (Series I)		Invesco V.I. Conservative Balanced Fund (Series I)³
Invesco V.I. Conservative Balanced Sub-Account (Series II)		Invesco V.I. Conservative Balanced Fund (Series II)³
Invesco V.I. Core Plus Bond Sub-Account		Invesco V.I. Core Plus Bond Fund^{3, 12}
Invesco V.I. Discovery Mid Cap Growth Sub-Account (Series I)		Invesco V.I. Discovery Mid Cap Growth Fund (Series I)³
Invesco V.I. Discovery Mid Cap Growth Sub-Account (Series II)		Invesco V.I. Discovery Mid Cap Growth Fund (Series II)³
Invesco V.I. Diversified Dividend Sub-Account (Series I)		Invesco V.I. Diversified Dividend Fund (Series I)³
Invesco V.I. Diversified Dividend Sub-Account (Series II)		Invesco V.I. Diversified Dividend Fund (Series II)³
Invesco V.I. Global Sub-Account (Series I)		Invesco V.I. Global Fund (Series I)³
Invesco V.I. Global Sub-Account (Series II)		Invesco V.I. Global Fund (Series II)³
Invesco V.I. Global Strategic Income Sub-Account (Series I)		Invesco V.I. Global Strategic Income Fund (Series I)³
Invesco V.I. Global Strategic Income Sub-Account (Series II)		Invesco V.I. Global Strategic Income Fund (Series II)³
Invesco V.I. Health Care Sub-Account (Series I)		Invesco V.I. Health Care Fund (Series I)³
Invesco V.I. Health Care Sub-Account (Series II)		Invesco V.I. Health Care Fund (Series II)³
Invesco V.I. Main Street Sub-Account (Series I)		Invesco V.I. Main Street Fund® (Series I)³
Invesco V.I. Main Street Sub-Account (Series II)		Invesco V.I. Main Street Fund® (Series II)³
Invesco V.I. Technology Sub-Account (Series I)		Invesco V.I. Technology Fund (Series I)³
Invesco V.I. Technology Sub-Account (Series II)		Invesco V.I. Technology Fund (Series II)³
Invesco V.I. U.S. Government Money Sub-Account		Invesco V.I. U.S. Government Money Portfolio³
Janus Henderson Global Technology and Innovation Sub-Account¹¹		Janus Henderson Global Technology and Innovation Fund^{11, 13}
MML Aggressive Allocation Sub-Account (Initial Class)		MML Aggressive Allocation Fund (Initial Class)⁴
MML Aggressive Allocation Sub-Account (Service Class)		MML Aggressive Allocation Fund (Service Class)⁴
MML American Funds Core Allocation Sub-Account		MML American Funds Core Allocation Fund⁴
MML American Funds Growth Sub-Account		MML American Funds Growth Fund⁴

F-57

Notes To Financial Statements (Continued)

MML Balanced Allocation Sub-Account (Initial Class)		MML Balanced Allocation Fund (Initial Class)⁴
MML Balanced Allocation Sub-Account (Service Class)		MML Balanced Allocation Fund (Service Class)⁴
MML Blend Sub-Account (Initial Class)		MML Blend Fund (Initial Class)⁴
MML Blend Sub-Account (Service Class)		MML Blend Fund (Service Class)⁴
MML Blue Chip Growth Sub-Account (Initial Class)		MML Blue Chip Growth Fund (Initial Class)⁴
MML Blue Chip Growth Sub-Account (Service Class)		MML Blue Chip Growth Fund (Service Class)⁴
MML Conservative Allocation Sub-Account (Initial Class)		MML Conservative Allocation Fund (Initial Class)⁴
MML Conservative Allocation Sub-Account (Service Class)		MML Conservative Allocation Fund (Service Class)⁴
MML Dynamic Bond Sub-Account (Service Class I)		MML Dynamic Bond Fund (Service Class I)⁴
MML Equity Sub-Account (Initial Class)		MML Equity Fund (Initial Class)⁴
MML Equity Sub-Account (Service Class)		MML Equity Fund (Service Class)⁴
MML Equity Income Sub-Account (Initial Class)		MML Equity Income Fund (Initial Class)⁴
MML Equity Income Sub-Account (Service Class)		MML Equity Income Fund (Service Class)⁴
MML Equity Index Sub-Account (Class I)		MML Equity Index Fund (Class I)⁴
MML Equity Index Sub-Account (Service Class I)		MML Equity Index Fund (Service Class I)⁴
MML Equity Rotation Sub-Account (Service Class I)		MML Equity Rotation Fund (Service Class I)⁴
MML Focused Equity Sub-Account		MML Focused Equity Fund (Initial Class)⁴
MML Foreign Sub-Account (Initial Class)		MML Foreign Fund (Initial Class)⁴
MML Foreign Sub-Account (Service Class)		MML Foreign Fund (Service Class)⁴
MML Fundamental Equity Sub-Account		MML Fundamental Equity Fund (Initial Class)⁴
MML Fundamental Value Sub-Account		MML Fundamental Value Fund (Initial Class)⁴
MML Global Sub-Account (Class I)		MML Global Fund (Class I)⁴
MML Global Sub-Account (Class II)		MML Global Fund (Class II)⁴
MML Global Sub-Account (Service Class I)		MML Global Fund (Service Class I)⁴
MML Growth Allocation Sub-Account (Initial Class)		MML Growth Allocation Fund (Initial Class)⁴
MML Growth Allocation Sub-Account (Service Class)		MML Growth Allocation Fund (Service Class)⁴
MML High Yield Sub-Account		MML High Yield Fund⁴
MML Income & Growth Sub-Account (Initial Class)		MML Income & Growth Fund (Initial Class)⁴
MML Income & Growth Sub-Account (Service Class)		MML Income & Growth Fund (Service Class)⁴
MML Inflation-Protected and Income Sub-Account (Initial Class)		MML Inflation-Protected and Income Fund (Initial Class)⁴
MML Inflation-Protected and Income Sub-Account (Service Class)		MML Inflation-Protected and Income Fund (Service Class)⁴
MML International Equity Sub-Account		MML International Equity Fund⁴
MML iShares® 60/40 Allocation Sub-Account¹¹		MML iShares® 60/40 Allocation Fund^{4, 11}
MML iShares® 80/20 Allocation Sub-Account¹¹		MML iShares® 80/20 Allocation Fund^{4, 11}
MML Large Cap Growth Sub-Account (Initial Class)		MML Large Cap Growth Fund (Initial Class)⁴
MML Large Cap Growth Sub-Account (Service Class)		MML Large Cap Growth Fund (Service Class)⁴
MML Managed Bond Sub-Account (Initial Class)		MML Managed Bond Fund (Initial Class)⁴
MML Managed Bond Sub-Account (Service Class)		MML Managed Bond Fund (Service Class)⁴
MML Managed Volatility Sub-Account (Initial Class)		MML Managed Volatility Fund (Initial Class)⁴
MML Managed Volatility Sub-Account (Service Class)		MML Managed Volatility Fund (Service Class)⁴
MML Mid Cap Growth Sub-Account (Initial Class)		MML Mid Cap Growth Fund (Initial Class)⁴
MML Mid Cap Growth Sub-Account (Service Class)		MML Mid Cap Growth Fund (Service Class)⁴
MML Mid Cap Value Sub-Account (Initial Class)		MML Mid Cap Value Fund (Initial Class)⁴
MML Mid Cap Value Sub-Account (Service Class)		MML Mid Cap Value Fund (Service Class)⁴
MML Moderate Allocation Sub-Account (Initial Class)		MML Moderate Allocation Fund (Initial Class)⁴
MML Moderate Allocation Sub-Account (Service Class)		MML Moderate Allocation Fund (Service Class)⁴

F-58

Notes To Financial Statements (Continued)

MML Short-Duration Bond Sub-Account				MML Short-Duration Bond Fund⁴
MML Small Cap Equity Sub-Account (Initial Class)				MML Small Cap Equity Fund (Initial Class)⁴
MML Small Cap Equity Sub-Account (Service Class)				MML Small Cap Equity Fund (Service Class)⁴
MML Small Cap Growth Equity Sub-Account (Initial Class)				MML Small Cap Growth Equity Fund (Initial Class)⁴
MML Small Cap Growth Equity Sub-Account (Service Class)				MML Small Cap Growth Equity Fund (Service Class)⁴
MML Small Company Value Sub-Account				MML Small Company Value Fund⁴
MML Small/Mid Cap Value Sub-Account (Initial Class)				MML Small/Mid Cap Value Fund (Initial Class)⁴
MML Small/Mid Cap Value Sub-Account (Service Class)				MML Small/Mid Cap Value Fund (Service Class)⁴
MML Strategic Emerging Markets Sub-Account (Service Class I)				MML Strategic Emerging Markets Fund (Service Class I)⁴
MML Sustainable Equity Sub-Account (Initial Class)				MML Sustainable Equity Fund (Initial Class)^{4, 8}
MML Sustainable Equity Sub-Account (Service Class)⁸				MML Sustainable Equity Fund (Service Class)^{4, 9}
MML Total Return Bond Sub-Account⁹				MML Total Return Bond Fund⁴
MML U.S. Government Money Market Sub-Account				MML U.S. Government Money Market Fund⁴
PIMCO CommodityRealReturn® Strategy Sub-Account				PIMCO CommodityRealReturn® Strategy Portfolio⁵
PIMCO Income Sub-Account¹¹				PIMCO Income Portfolio^{5, 11}
VY® CBRE Global Real Estate Sub-Account¹⁰				VY® CBRE Global Real Estate Fund^{2, 10}

	In addition to the ninety-eight sub-accounts, some contract owners may also allocate funds to the Fixed Interest Account (“FIA”), which is part of MassMutual’s general investment account (“General Account”). Because of exemptive and exclusionary provisions in the securities law, interests in the FIA are not registered under the Securities Act of 1933, and the General Account and the FIA are not registered as an investment company under the 1940 Act.

	¹Fidelity Management & Research Company LLC is the investment adviser to this Portfolio.
	²Voya Investments, LLC is the investment adviser to this Portfolio.
	³Invesco Advisers, Inc. is the investment adviser to this Fund.
	⁴MML Investment Advisers, LLC is the investment adviser to this Fund.
	⁵Pacific Investment Management Company LLC is the investment adviser to this Portfolio.
	⁶Delaware Management Company, a series of Macquarie Investment Management Business Trust, is the investment adviser to this Portfolio.
	⁷BlackRock Advisors, LLC is the investment adviser for this Fund.
	⁸Prior to April 29, 2022, known as MML Growth & Income Sub-Account/Fund (Initial Class).
	⁹Prior to April 29, 2022, known as MML Growth & Income Sub-Account/Fund (Service Class).
	¹⁰Prior to May 1, 2022, known as VY® Clarion Global Real Estate Sub-Account/Fund.
	¹¹This Sub-Account/Fund became available to the Separate Account as an investment option on February 28, 2022.
	¹²After the close of business on April 29, 2022, Invesco V.I. Core Plus Bond Fund acquired all the net assets of Invesco V.I. Core Bond Fund pursuant to a plan of reorganization approved by the Board of Trustees of the Invesco V.I. Core Plus Bond Fund on December 1, 2021 and by the shareholders of the Invesco V.I. Core Bond Fund on March 31, 2022. The acquisition was accomplished by a tax-free exchange as of the close of business on April 29, 2022. Shares of Invesco V.I. Core Bond Fund were exchanged for the like class of shares of Invesco V.I. Core Plus Bond Fund, based on the relative net asset value of the two funds which resulted in Invesco V.I. Core Bond Fund receiving 1.15816327 shares of Invesco V.I. Core Plus Bond Fund in exchange of 1 share of Invesco V.I Core Bond Fund. As a result of the underlying fund merger, the subaccount name changed from Invesco V.I. Core Bond Fund to Invesco V.I. Core Plus Bond Fund.
	¹³Janus Henderson Investors US, LLC is the investment adviser to this Fund.
	¹⁴Cboe Vest^SM Financial LLC is the investment adviser to this Fund.
	¹⁵This Sub-Account/Fund became available to the Separate Account as an investment option on May 1, 2023.

F-59

Notes To Financial Statements (Continued)

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Separate Account in preparation of the financial statements in conformity with generally accepted accounting principles. Massachusetts Mutual Variable Annuity Separate Account 4 follows the accounting and reporting guidance in FASB Accounting Standards Codification 946.

Investment Valuation

Investments in the underlying funds held by each sub-account are carried at fair value which is based on the closing net asset value of each of the respective underlying funds, which value their investment securities at fair value.

Accounting for Investments

Investment transactions are accounted for on a trade-date basis and identified cost is the basis followed in determining the cost of investments sold for financial statement purposes. Dividend income and gains from realized gain distributions are recorded on the ex-distribution date and they are generally reinvested in the underlying investment funds.

Federal Income Taxes

MassMutual is taxed under federal law as a life insurance company under the provisions of the 1986 Internal Revenue Code, as amended. Under existing federal law, no taxes are payable on net investment income and net realized capital gains attributable to contracts, which depend on the Separate Account’s investment performance. Accordingly, no provision for federal income tax has been made. MassMutual may, however, make such a charge in the future if an unanticipated change of current law results in a tax liability attributable to the Separate Account.

Contract Charges

See Note 8B for charges associated with the contracts.

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Loans

If the certificate is a tax-sheltered annuity (“TSA”), the participants may be able to take a loan under their certificate. All such loans must conform to the requirements of the Internal Revenue Code. There are limitations on the amount of the loan the participants can take, and there is a required loan repayment schedule. When a loan is made, the Separate Account transfers the amount of the loan to MassMutual, thereby decreasing both the investments and net assets of the Separate Account by an equal amount. The contract owner is charged interest on the outstanding loan amount based on the interest rate then in effect.

F-60

Notes To Financial Statements (Continued)

Annuitant Mortality Fluctuation

The Separate Account contributes to an Annuitant Mortality Fluctuation Fund (AMFF) reserve maintained by MassMutual as required by regulatory authorities to provide for mortality losses incurred. The AMFF reserve is adjusted quarterly for mortality losses and gains and its proportionate share of changes in value. Transfers to or from MassMutual are then made quarterly to adjust the AMFF reserve which is held in the Separate Account. Net transfers from the MassMutual to the Separate Account totaled $948,840 and $1,031,370 for the years ended December 31, 2023 and 2022, respectively. The AMFF reserve is subject to a maximum of 3% of the Separate Account’s annuity reserves. Any mortality losses in excess of this reserve will be borne by MassMutual. The AMFF reserve is not available to owners of the contracts except to the extent necessary to cover mortality losses under the contracts.

Annuity Reserves

Annuity reserves are developed by using accepted actuarial methods and are computed using the 1994 MGDB table, except for the MassMutual RetireEase Select SM Segment which uses the Annuity 2000 table.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Separate Account defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Separate Account generally uses the market approach as the valuation technique due to the nature of the mutual fund investments offered in the Separate Account. This technique maximizes the use of observable inputs and minimizes the use of unobservable inputs. Investments in mutual funds are valued at the mutual fund’s closing net asset value per share on the day of valuation.

Valuation Inputs: Various inputs are used to determine the value of the Separate Account’s investments. These inputs are summarized in the three broad levels listed below:

•

Level 1 – quoted prices in active markets for identical securities

•

Level 2 – observable inputs other than Level 1 quoted prices (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds and credit risk)

•

Level 3 – unobservable inputs

The investments of the Separate Account are measured at fair value. All the investments are categorized as Level 1 as of December 31, 2023. There have been no transfers between levels for the year ended December 31, 2023.

RELATED PARTY TRANSACTIONS

Sales Agreements

The contracts currently being offered are sold by both registered representatives of MML Investors Services, LLC (“MMLIS”), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML Strategic Distributors, LLC (“MSD”), a subsidiary of MassMutual. Pursuant to separate underwriting agreements with MassMutual, on its own behalf and on behalf of the Separate Account, MMLIS serves as principal underwriter of the contracts sold by its registered representatives and MSD serves as principal underwriter of the contracts sold by registered representatives of other broker-dealers who have entered into distribution agreements with MSD.

F-61

Notes To Financial Statements (Continued)

Both MMLIS and MSD are registered with the Securities and Exchange Commission (the “SEC”) as broker-dealers under the Securities and Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (“FINRA”). Commissions for sales of contracts by MMLIS registered representatives are paid on behalf of MMLIS to its registered representatives. Commissions for sales of contracts by registered representatives of other broker-dealers are paid on behalf of MSD to those broker-dealers. MMLIS and MSD also receive compensation for their actions as principal underwriters of the contracts.

Receivable from/Payable to MassMutual

Certain fees such as mortality and expense risk fees are charges paid between the General Account and Separate Account. The General Account is not registered as an investment company under the 1940 Act.

F-62

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for each of the years in the two-year period ended December 31, 2023 were as follows:

BlackRock

Cboe Vest

Delaware

60/40 Target

U.S. Large Cap

Ivy VIP

Fidelity®

Allocation

10% Buffer

Asset

VIP

ETF V.I.

Strategies V.I.

Strategy

Contrafund®

Health Care

Overseas

Real Estate

Sub-Account

(Class III)

(Class II)

(Initial Class)

(Service Class 2)

2023

Cost of purchases

1,408,248

465,572

512,195

11,045,437

19,845,188

608,368

145,843

363,521

Proceeds from sales

(1,192,333)

(7,358)

(1,488,430)

(36,788,207)

(32,322,582)

(24,429)

(1,210)

(16,641)

Fidelity®

Invesco

VIP

Oppenheimer V.I.

Invesco V.I.

Strategic

International

Capital

Conservative

Core Plus

Income

Growth

Appreciation

Balanced

Bond

Sub-Account

(Series I)

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

2023 (Continued)

Cost of purchases

517,514

463,946

1,328,341

5,988,728

745,568

123,415

227

36,176

Proceeds from sales

(33,236)

(3,427,319)

(3,471,443)

(27,590,740)

(1,888,281)

(611,536)

(35,678)

(155,889)

Invesco V.I.

Discovery

Diversified

Invesco V.I.

Global Strategic

Mid Cap Growth

Dividend

Global

Income

Sub-Account

(Series I)

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

2023 (Continued)

Cost of purchases

5,956,629

2,064,650

783,671

1,187,934

14,872,907

9,661,292

4,382,891

1,756,553

Proceeds from sales

(11,695,206)

(3,123,755)

(896,666)

(1,974,283)

(26,205,538)

(10,757,487)

(19,582,716)

(6,341,266)

Janus Henderson

Invesco V.I.

Global

Invesco V.I.

U.S. Government

Technology and

Health Care

Main Street

Technology

Money

Innovation

Sub-Account

(Series I)

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

2023 (Continued)

Cost of purchases

322,993

182,116

2,372,466

2,154,255

1,032,349

677,423

1,861,345

321,303

Proceeds from sales

(1,273,222)

(1,570,948)

(3,527,250)

(3,427,627)

(1,105,256)

(1,650,668)

(2,571,561)

(34,810)

F-63

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS (Continued)

MML

American

MML

Aggressive

Funds

Balanced

MML

Allocation

Core Allocation

Growth

Allocation

Blend

Sub-Account

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2023 (Continued)

Cost of purchases

4,513,061

12,555,132

108,562,080

53,998,707

7,285,252

35,887,918

1,634,929

9,656,752

Proceeds from sales

(4,848,262)

(11,936,760)

(132,364,921)

(38,782,479)

(11,817,024)

(51,833,026)

(9,495,746)

(20,572,217)

MML

Blue Chip

Conservative

Dynamic

MML

Growth

Allocation

Bond

Equity

Equity Income

Sub-Account

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Service Class I)

(Initial Class)

(Service Class)

(Initial Class)

2023 (Continued)

Cost of purchases

1,281,389

7,334,611

7,884,760

30,132,742

2,170,509

2,739,711

10,705,707

16,922,914

Proceeds from sales

(9,022,334)

(23,125,220)

(10,339,019)

(50,884,223)

(2,013,929)

(3,432,228)

(17,681,104)

(21,584,808)

MML

Equity

Focused

MML

Fundamental

Equity Income

Index

Rotation

Equity

Foreign

Equity

Sub-Account

(Service Class)

(Class I)

(Service Class I)

(Initial Class)

(Service Class)

2023 (Continued)

Cost of purchases

11,083,453

5,109,783

3,747,374

299,613

4,869,194

4,532,896

1,083,293

2,634,588

Proceeds from sales

(16,935,976)

(4,900,033)

(9,441,003)

(798,981)

(4,325,992)

(22,760,528)

(1,890,264)

(3,927,387)

MML

Fundamental

MML

Growth

MML

Income

Value

Global

Allocation

High Yield

& Growth

Sub-Account

(Class I)

(Class II)

(Service Class I)

(Initial Class)

(Service Class)

(Initial Class)

2023 (Continued)

Cost of purchases

4,290,671

748,663

441,664

3,338,227

47,341,099

101,334,041

6,782,921

3,784,211

Proceeds from sales

(4,598,924)

(472,388)

(560,061)

(2,781,610)

(41,518,153)

(75,509,560)

(6,892,787)

(3,374,419)

F-64

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS (Continued)

MML

Inflation-

MML

Income

Protected

International

iShares® 60/40

iShares® 80/20

Large Cap

& Growth

and Income

Equity

Allocation

Growth

Sub-Account

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2023 (Continued)

Cost of purchases

6,536,306

13,308,684

4,717,110

1,769,768

6,658,858

17,747,705

2,257,133

6,292,436

Proceeds from sales

(4,955,845)

(16,573,698)

(7,924,161)

(1,216,375)

(262,603)

(2,736,453)

(2,963,835)

(2,937,703)

MML

Managed

MML

Bond

Volatility

Mid Cap Growth

Mid Cap Value

Sub-Account

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2023 (Continued)

Cost of purchases

8,067,912

16,778,620

14,095,459

3,856,363

790,566

3,521,879

24,672,465

11,909,398

Proceeds from sales

(13,070,622)

(37,864,477)

(11,909,607)

(4,577,203)

(8,675,724)

(13,813,944)

(19,528,048)

(9,947,322)

MML

Moderate

Short-Duration

Small Cap

Small

Allocation

Bond

Equity

Growth Equity

Company Value

Sub-Account

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2023 (Continued)

Cost of purchases

24,122,948

140,656,460

6,252,387

606,888

2,299,808

5,399,898

953,581

1,445,599

Proceeds from sales

(25,634,865)

(227,355,739)

(6,174,004)

(3,065,607)

(4,317,999)

(11,052,205)

(3,624,049)

(4,056,341)

MML

PIMCO

MML

Strategic

MML

MML U.S.

Commodity

Small/Mid Cap

Emerging

Sustainable

MML Total

Government

RealReturn®

Value

Markets

Equity

Return Bond

Money Market

Strategy

Sub-Account

(Initial Class)

(Service Class)

(Service Class I)

(Initial Class)

(Service Class)

2023 (Continued)

Cost of purchases

12,826,743

4,420,416

996,804

18,695,587

16,391,572

5,119,535

41,619,200

1,861,740

Proceeds from sales

(12,607,938)

(3,693,240)

(1,857,338)

(8,541,008)

(8,040,734)

(5,838,837)

(56,212,686)

(2,171,415)

F-65

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS (Continued)

VY®

CBRE

PIMCO

Global

Income

Real Estate

Sub-Account

2023 (Continued)

Cost of purchases

1,265,650

809,966

Proceeds from sales

(32,871)

(1,566,092)

F-66

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS (Continued)

BlackRock

Delaware

Fidelity®

Invesco

60/40 Target

Ivy VIP

Fidelity®

VIP

Oppenheimer V.I.

Allocation

Asset

VIP

Strategic

International

ETF V.I.

Strategy

Contrafund®

Healthcare

Real Estate

Income

Growth

Sub-Account

(Class III)

(Class II)

(Initial Class)

(Service Class 2)

(Series I)

2022

Cost of purchases

2,554,902

1,954,988

19,530,330

26,001,389

466,103

196,967

222,268

5,484,471

Proceeds from sales

(1,532,645)

(1,398,464)

(27,667,404)

(28,841,489)

(20,092)

(12,874)

(11,301)

(2,122,186)

Invesco

Oppenheimer V.I.

Invesco V.I.

International

Capital

Conservative

Core Plus

Discovery

Growth

Appreciation

Balanced

Bond

Mid Cap Growth

Sub-Account

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

2022 (Continued)

Cost of purchases

6,848,332

51,714,769

3,351,030

568,390

4,349

61,719

33,352,710

10,410,476

Proceeds from sales

(3,604,668)

(18,815,019)

(2,414,713)

(551,694)

(1,719)

(108,656)

(15,136,294)

(3,456,290)

Invesco V.I.

Diversified

Invesco V.I.

Global Strategic

Invesco V.I.

Dividend

Global

Income

Health Care

Sub-Account

(Series I)

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

(Series I)

(Series II)

2022 (Continued)

Cost of purchases

1,070,403

2,427,901

36,265,118

14,735,294

1,462,361

1,661,279

1,724,667

1,973,266

Proceeds from sales

(635,538)

(2,625,659)

(18,294,943)

(8,573,412)

(22,958,183)

(9,385,500)

(1,333,797)

(2,072,156)

Janus Henderson

Invesco V.I.

Global

MML

Invesco V.I.

U.S. Government

Technology and

Aggressive

Main Street

Technology

Money

Innovation

Allocation

Sub-Account

(Series I)

(Series II)

(Series I)

(Series II)

(Initial Class)

(Service Class)

2022 (Continued)

Cost of purchases

11,880,801

9,213,436

2,972,065

3,686,465

1,799,306

308,876

6,616,890

15,694,788

Proceeds from sales

(3,231,854)

(3,069,684)

(1,086,351)

(1,695,172)

(911,914)

(7,182)

(6,372,038)

(14,242,336)

F-67

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS (Continued)

MML

American

MML

Funds

Balanced

MML

Blue Chip

Core Allocation

Growth

International

Allocation

Blend

Growth

Sub-Account

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

2022 (Continued)

Cost of purchases

89,150,126

67,760,877

11,432,359

9,445,043

43,519,050

3,384,137

20,536,198

10,250,701

Proceeds from sales

(125,972,442)

(29,766,249)

(45,881,582)

(11,530,443)

(54,716,996)

(8,178,825)

(22,781,897)

(6,428,670)

MML

Blue Chip

Conservative

Dynamic

MML

Growth

Allocation

Bond

Equity

Equity Income

Sub-Account

(Service Class)

(Initial Class)

(Service Class)

(Service Class I)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2022 (Continued)

Cost of purchases

37,056,942

12,533,107

54,734,471

2,054,803

4,223,062

15,041,650

20,682,784

19,972,536

Proceeds from sales

(16,962,130)

(11,026,002)

(60,085,271)

(1,337,379)

(3,007,175)

(16,216,399)

(30,299,903)

(14,179,879)

MML

Equity

Focused

MML

Fundamental

Index

Momentum

Rotation

Equity

Foreign

Equity

Sub-Account

(Class I)

(Service Class I)

(Initial Class)

(Service Class)

2022 (Continued)

Cost of purchases

3,242,008

3,436,157

204,346

394,392

6,176,006

15,634,948

3,384,898

6,445,554

Proceeds from sales

(4,539,481)

(9,390,034)

(2,082,896)

(440,874)

(3,812,436)

(16,120,202)

(892,376)

(3,169,846)

MML

Fundamental

MML

Growth

MML

Income

Value

Global

Allocation

High Yield

& Growth

Sub-Account

(Class I)

(Class II)

(Service Class I)

(Initial Class)

(Service Class)

(Initial Class)

2022 (Continued)

Cost of purchases

9,587,638

3,032,074

2,793,891

15,971,617

46,352,243

104,254,279

6,534,691

3,482,994

Proceeds from sales

(4,509,080)

(430,278)

(323,025)

(2,149,574)

(39,876,876)

(83,485,586)

(8,478,491)

(2,983,621)

F-68

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS (Continued)

MML

Inflation-

MML

Income

Protected

International

iShares 60/40

iShares 80/20

Large Cap

& Growth

and Income

Equity

Allocation

Growth

Sub-Account

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2022 (Continued)

Cost of purchases

6,170,988

12,921,559

13,137,631

2,360,905

6,124,696

21,027,372

1,653,896

3,773,297

Proceeds from sales

(5,339,118)

(25,284,905)

(11,080,559)

(1,220,916)

(687,112)

(1,138,800)

(2,085,471)

(2,489,083)

MML

Managed

MML

Bond

Volatility

Mid Cap Growth

Mid Cap Value

Sub-Account

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2022 (Continued)

Cost of purchases

6,084,626

14,274,715

1,114,622

1,577,667

19,859,720

33,163,456

30,331,014

19,179,135

Proceeds from sales

(18,263,237)

(42,351,971)

(17,529,263)

(5,151,220)

(8,512,086)

(12,452,152)

(27,522,781)

(9,903,303)

MML

Moderate

Short-Duration

Small Cap

Small

Allocation

Bond

Equity

Growth Equity

Company Value

Sub-Account

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

(Initial Class)

(Service Class)

2022 (Continued)

Cost of purchases

25,447,152

159,930,784

7,020,660

3,259,130

4,921,625

24,985,559

9,904,791

15,923,749

Proceeds from sales

(26,004,262)

(221,794,394)

(8,076,198)

(3,501,051)

(3,616,982)

(12,597,778)

(4,310,658)

(3,460,791)

MML

Strategic

MML

MML U.S.

Small/Mid Cap

Special

Emerging

Sustainable

MML Total

Government

Value

Situations

Markets

Equity

Return Bond

Money Market

Sub-Account

(Initial Class)

(Service Class)

(Service Class I)

(Initial Class)

(Service Class)

2022 (Continued)

Cost of purchases

24,794,452

9,057,098

84,719

5,875,571

10,274,803

9,959,031

3,866,228

96,739,029

Proceeds from sales

(13,733,662)

(3,540,318)

(803,058)

(1,824,764)

(7,928,875)

(6,105,886)

(8,045,100)

(56,206,203)

F-69

Notes To Financial Statements (Continued)

PURCHASES AND SALES OF INVESTMENTS (Continued)

PIMCO

VY®

Commodity

CBRE

RealReturn®

PIMCO

Global

Strategy

Income

Real Estate

Sub-Account

2022 (Continued)

Cost of purchases

5,833,550

854,640

1,511,554

Proceeds from sales

(3,883,899)

(8,450)

(1,794,455)

F-70

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS

The changes in outstanding units for the two years ended December 31, 2023 were as follows:

	BlackRock	Cboe Vest	Delaware
	60/40 Target	U.S. Large Cap	Ivy VIP	Fidelity®	Fidelity®	Fidelity®	Fidelity®	Fidelity®
	Allocation	10% Buffer	Asset	VIP	VIP	VIP	VIP	VIP
	ETF V.I.	Strategies V.I.	Strategy	Contrafund®	Contrafund®	Health Care	Overseas	Real Estate
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023	(Class III)		(Class II)	(Initial Class)	(Service Class 2)		(Service Class 2)
Units purchased	75,966	44,509	20,515	35,377	647,341	46,113	14,630	37,360
Units withdrawn	(70,450)	(261)	(87,372)	(473,574)	(963,721)	(802)	(23)	(195)
Units transferred between Sub-Accounts and to/from the Fixed Account	(768)	(200)	(6,183)	(168,906)	119,851	12,855	13	3,293
Net increase (decrease)	4,748	44,048	(73,040)	(607,103)	(196,529)	58,166	14,620	40,458

	Fidelity®	Invesco	Invesco
	VIP	Oppenheimer V.I.	Oppenheimer V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.
	Strategic	International	International	Capital	Capital	Conservative	Conservative	Core Plus
	Income	Growth	Growth	Appreciation	Appreciation	Balanced	Balanced	Bond
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)		(Series I)	(Series II)	(Series I)	(Series II)	(Series I)	(Series II)
Units purchased	48,029	7,058	69,627	16,223	1,349	1,284	-	1
Units withdrawn	(487)	(83,881)	(178,269)	(418,829)	(47,740)	(28,735)	(2,173)	(9,860)
Units transferred between Sub-Accounts and to/from the Fixed Account	1,722	(27,831)	18,080	(135,544)	18,869	(2,289)	-	(47)
Net increase (decrease)	49,264	(104,654)	(90,562)	(538,150)	(27,522)	(29,740)	(2,173)	(9,906)

	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.			Invesco V.I.	Invesco V.I.
	Discovery	Discovery	Diversified	Diversified	Invesco V.I.	Invesco V.I.	Global Strategic	Global Strategic
	Mid Cap Growth	Mid Cap Growth	Dividend	Dividend	Global	Global	Income	Income
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Series I)	(Series II)	(Series I)	(Series II)	(Series I)	(Series II)	(Series I)	(Series II)
Units purchased	16,962	118,931	7,131	3,453	22,224	145,976	41,222	87,699
Units withdrawn	(270,262)	(118,587)	(45,451)	(106,477)	(412,832)	(388,183)	(926,606)	(397,794)
Units transferred between Sub-Accounts and to/from the Fixed Account	125,494	4,249	3,077	(14,949)	(252,398)	(598)	1,338	7,914
Net increase (decrease)	(127,806)	4,593	(35,243)	(117,973)	(643,006)	(242,805)	(884,046)	(302,181)

								Janus Henderson
							Invesco V.I.	Global
	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	U.S. Government	Technology and
	Health Care	Health Care	Main Street	Main Street	Technology	Technology	Money	Innovation
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Series I)	(Series II)	(Series I)	(Series II)	(Series I)	(Series II)
Units purchased	3,542	1,941	3,148	30,050	9,525	1,990	7,637	25,201
Units withdrawn	(29,588)	(35,973)	(73,235)	(136,000)	(39,183)	(30,968)	(192,455)	(271)
Units transferred between Sub-Accounts and to/from the Fixed Account	2,536	(5,515)	(13,987)	(3,027)	16,011	6,373	93,126	3,817
Net increase (decrease)	(23,510)	(39,547)	(84,074)	(108,977)	(13,647)	(22,605)	(91,692)	28,747

F-71

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

			MML	MML
	MML	MML	American	American	MML	MML
	Aggressive	Aggressive	Funds	Funds	Balanced	Balanced	MML	MML
	Allocation	Allocation	Core Allocation	Growth	Allocation	Allocation	Blend	Blend
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Initial Class)	(Service Class)			(Initial Class)	(Service Class)	(Initial Class)	(Service Class)
Units purchased	20,498	158,859	354,195	1,056,639	16,296	534,552	9,217	488,355
Units withdrawn	(179,907)	(546,308)	(6,485,414)	(925,146)	(556,796)	(2,907,212)	(272,188)	(1,029,778)
Units transferred between Sub-Accounts and to/from the Fixed Account	(4,793)	4,169	50,070	59,638	(21,375)	(167,964)	(8,593)	2,686
Net increase (decrease)	(164,202)	(383,280)	(6,081,149)	191,131	(561,875)	(2,540,624)	(271,564)	(538,737)

	MML	MML	MML	MML	MML
	Blue Chip	Blue Chip	Conservative	Conservative	Dynamic	MML	MML	MML
	Growth	Growth	Allocation	Allocation	Bond	Equity	Equity	Equity Income
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)	(Service Class I)	(Initial Class)	(Service Class)	(Initial Class)
Units purchased	6,622	368,782	7,019	309,248	170,594	5,686	102,634	19,757
Units withdrawn	(117,042)	(766,078)	(488,076)	(2,865,731)	(180,690)	(80,960)	(568,999)	(491,709)
Units transferred between Sub-Accounts and to/from the Fixed Account	(24,777)	21,980	71,714	(156,342)	(6,127)	(12,383)	(77,407)	18,576
Net increase (decrease)	(135,197)	(375,316)	(409,343)	(2,712,825)	(16,223)	(87,657)	(543,772)	(453,376)

		MML	MML	MML	MML			MML
	MML	Equity	Equity	Equity	Focused	MML	MML	Fundamental
	Equity Income	Index	Index	Rotation	Equity	Foreign	Foreign	Equity
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Service Class)	(Class I)	(Service Class I)	(Service Class I)		(Initial Class)	(Service Class)
Units purchased	145,659	9,042	2,941	14,878	113,199	25,794	18,788	97,598
Units withdrawn	(591,498)	(105,034)	(200,779)	(35,219)	(143,704)	(702,709)	(87,309)	(129,645)
Units transferred between Sub-Accounts and to/from the Fixed Account	(17,147)	33,339	(6,614)	3,823	9,959	(472,592)	10,881	30,614
Net increase (decrease)	(462,986)	(62,653)	(204,452)	(16,518)	(20,546)	(1,149,507)	(57,640)	(1,433)

	MML				MML	MML		MML
	Fundamental	MML	MML	MML	Growth	Growth	MML	Income
	Value	Global	Global	Global	Allocation	Allocation	High Yield	& Growth
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)		(Class I)	(Class II)	(Service Class I)	(Initial Class)	(Service Class)		(Initial Class)
Units purchased	146,714	1,330	3,713	88,873	112,187	722,388	302,182	5,936
Units withdrawn	(210,919)	(14,756)	(23,468)	(95,174)	(1,609,402)	(3,361,658)	(418,133)	(87,930)
Units transferred between Sub-Accounts and to/from the Fixed Account	11,110	13,997	(143)	(463)	(128,703)	(47,120)	9,054	8,354
Net increase (decrease)	(53,095)	571	(19,898)	(6,764)	(1,625,918)	(2,686,390)	(106,897)	(73,640)

F-72

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

		MML	MML
	MML	Inflation-	Inflation-	MML	MML	MML	MML	MML
	Income	Protected	Protected	International	iShares® 60/40	iShares® 80/20	Large Cap	Large Cap
	& Growth	and Income	and Income	Equity	Allocation	Allocation	Growth	Growth
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Service Class)	(Initial Class)	(Service Class)				(Initial Class)	(Service Class)
Units purchased	122,429	36,913	224,327	92,200	676,164	1,613,468	3,418	230,678
Units withdrawn	(198,813)	(961,935)	(551,259)	(73,434)	(18,734)	(52,155)	(54,796)	(97,369)
Units transferred between Sub-Accounts and to/from the Fixed Account	5,204	482,863	(10,199)	40,411	10,724	7,650	13,848	8,771
Net increase (decrease)	(71,180)	(442,159)	(337,131)	59,177	668,154	1,568,963	(37,530)	142,080

	MML	MML	MML	MML
	Managed	Managed	Managed	Managed	MML	MML	MML	MML
	Bond	Bond	Volatility	Volatility	Mid Cap Growth	Mid Cap Growth	Mid Cap Value	Mid Cap Value
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)
Units purchased	37,445	671,056	18,242	25,609	10,092	224,962	12,623	172,305
Units withdrawn	(751,475)	(2,809,634)	(483,656)	(252,460)	(127,368)	(472,611)	(310,361)	(356,864)
Units transferred between Sub-Accounts and to/from the Fixed Account	255,063	287,528	(19,780)	(16,229)	(12,082)	(1,369)	39,091	(7,239)
Net increase (decrease)	(458,967)	(1,851,050)	(485,194)	(243,080)	(129,358)	(249,018)	(258,647)	(191,798)

	MML	MML	MML	MML	MML	MML	MML	MML
	Moderate	Moderate	Short-Duration	Small Cap	Small Cap	Small Cap	Small Cap	Small
	Allocation	Allocation	Bond	Equity	Equity	Growth Equity	Growth Equity	Company Value
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Initial Class)	(Service Class)		(Initial Class)	(Service Class)	(Initial Class)	(Service Class)
Units purchased	42,339	829,091	457,051	3,438	117,688	127,110	44,529	53,541
Units withdrawn	(1,124,713)	(12,210,700)	(536,580)	(56,978)	(148,737)	(196,577)	(127,905)	(161,659)
Units transferred between Sub-Accounts and to/from the Fixed Account	9,732	(84,764)	35,697	(5,787)	(17,180)	62,034	368	321
Net increase (decrease)	(1,072,642)	(11,466,373)	(43,832)	(59,327)	(48,229)	(7,433)	(83,008)	(107,797)

			MML					PIMCO
	MML	MML	Strategic	MML	MML		MML U.S.	Commodity
	Small/Mid Cap	Small/Mid Cap	Emerging	Sustainable	Sustainable	MML Total	Government	RealReturn®
	Value	Value	Markets	Equity	Equity	Return Bond	Money Market	Strategy
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2023 (Continued)	(Initial Class)	(Service Class)	(Service Class I)	(Initial Class)	(Service Class)
Units purchased	12,019	69,380	74,073	8,021	75,324	365,993	1,789,357	18,945
Units withdrawn	(296,976)	(156,463)	(145,846)	(155,778)	(312,859)	(505,255)	(5,068,783)	(147,190)
Units transferred between Sub-Accounts and to/from the Fixed Account	25,019	13,652	9,728	(33,492)	(11,558)	49,594	1,218,644	(73,682)
Net increase (decrease)	(259,938)	(73,431)	(62,045)	(181,249)	(249,093)	(89,668)	(2,060,782)	(201,927)

F-73

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

VY®

CBRE

PIMCO

Global

Income

Real Estate

Sub-Account

2023 (Continued)

Units purchased

118,671

7,316

Units withdrawn

(1,002)

(70,669)

Units transferred between Sub-Accounts and to/from the Fixed Account

5,193

6,190

Net increase (decrease)

122,862

(57,163)

F-74

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

	BlackRock	Delaware					Fidelity®	Invesco
	60/40 Target	Ivy VIP	Fidelity®	Fidelity®	Fidelity®	Fidelity®	VIP	Oppenheimer V.I.
	Allocation	Asset	VIP	VIP	VIP	VIP	Strategic	International
	ETF V.I.	Strategy	Contrafund®	Contrafund®	Healthcare	Real Estate	Income	Growth
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022	(Class III)	(Class II)	(Initial Class)	(Service Class 2)				(Series I)
Units purchased	152,856	73,114	34,154	686,645	44,996	18,312	23,316	10,582
Units withdrawn	(98,603)	(74,617)	(440,309)	(734,089)	(565)	(447)	(221)	(64,507)
Units transferred between Sub-Accounts and to/from the General Account	6,886	(6,556)	95,731	(55,817)	(711)	618	(939)	41,614
Net increase (decrease)	61,139	(8,059)	(310,424)	(103,261)	43,720	18,483	22,156	(12,311)

	Invesco
	Oppenheimer V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.
	International	Capital	Capital	Conservative	Conservative	Core Plus	Discovery	Discovery
	Growth	Appreciation	Appreciation	Balanced	Balanced	Bond	Mid Cap Growth	Mid Cap Growth
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Series II)	(Series I)	(Series II)	(Series I)	(Series II)		(Series I)	(Series II)
Units purchased	93,064	18,373	3,541	677	-	1	18,077	124,521
Units withdrawn	(144,381)	(442,453)	(45,930)	(23,495)	(72)	(6,068)	(254,499)	(121,461)
Units transferred between Sub-Accounts and to/from the General Account	71,350	214,029	(18,303)	(983)	-	-	169,868	3,169
Net increase (decrease)	20,033	(210,051)	(60,692)	(23,801)	(72)	(6,067)	(66,554)	6,229

	Invesco V.I.	Invesco V.I.			Invesco V.I.	Invesco V.I.
	Diversified	Diversified	Invesco V.I.	Invesco V.I.	Global Strategic	Global Strategic	Invesco V.I.	Invesco V.I.
	Dividend	Dividend	Global	Global	Income	Income	Health Care	Health Care
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Series I)	(Series II)	(Series I)	(Series II)	(Series I)	(Series II)	(Series I)	(Series II)
Units purchased	6,148	15,727	30,143	180,669	57,854	118,867	4,307	4,249
Units withdrawn	(26,249)	(152,663)	(426,707)	(296,147)	(984,562)	(480,763)	(26,210)	(42,235)
Units transferred between Sub-Accounts and to/from the General Account	6,676	24,658	335,751	50,656	(393,513)	(173,900)	1,163	487
Net increase (decrease)	(13,425)	(112,278)	(60,813)	(64,822)	(1,320,221)	(535,796)	(20,740)	(37,499)

						Janus Henderson
					Invesco V.I.	Global	MML	MML
	Invesco V.I.	Invesco V.I.	Invesco V.I.	Invesco V.I.	U.S. Government	Technology and	Aggressive	Aggressive
	Main Street	Main Street	Technology	Technology	Money	Innovation	Allocation	Allocation
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Series I)	(Series II)	(Series I)	(Series II)			(Initial Class)	(Service Class)
Units purchased	5,152	50,874	8,978	1,801	11,506	31,947	23,284	129,010
Units withdrawn	(69,988)	(126,294)	(23,639)	(30,404)	(62,143)	(71)	(192,927)	(600,472)
Units transferred between Sub-Accounts and to/from the General Account	(12,632)	(3,300)	7,982	(3,904)	136,254	478	2,321	(39,388)
Net increase (decrease)	(77,468)	(78,720)	(6,679)	(32,507)	85,617	32,354	(167,322)	(510,850)

F-75

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

	MML	MML	MML
	American	American	American	MML	MML			MML
	Funds	Funds	Funds	Balanced	Balanced	MML	MML	Blue Chip
	Core Allocation	Growth	International	Allocation	Allocation	Blend	Blend	Growth
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)				(Initial Class)	(Service Class)	(Initial Class)	(Service Class)	(Initial Class)
Units purchased	1,114,004	715,509	127,178	29,189	846,081	14,990	945,670	7,673
Units withdrawn	(5,602,776)	(679,293)	(1,348,898)	(462,914)	(2,937,773)	(204,107)	(1,038,676)	(87,727)
Units transferred between Sub-Accounts and to/from the General Account	(153,891)	63,034	(2,353,997)	(23,163)	(197,548)	(12,556)	(32,115)	10,704
Net increase (decrease)	(4,642,663)	99,250	(3,575,717)	(456,888)	(2,289,240)	(201,673)	(125,121)	(69,350)

	MML	MML	MML	MML
	Blue Chip	Conservative	Conservative	Dynamic	MML	MML	MML	MML
	Growth	Allocation	Allocation	Bond	Equity	Equity	Equity Income	Equity Income
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Service Class)	(Initial Class)	(Service Class)	(Service Class I)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)
Units purchased	548,850	38,166	980,597	164,011	10,151	177,319	26,269	348,570
Units withdrawn	(503,617)	(447,243)	(2,914,844)	(119,337)	(72,894)	(573,117)	(488,623)	(427,388)
Units transferred between Sub-Accounts and to/from the General Account	(21,438)	126,959	(9,780)	1,654	14,150	(30,849)	(371,358)	(33,877)
Net increase (decrease)	23,795	(282,118)	(1,944,027)	46,328	(48,593)	(426,647)	(833,712)	(112,695)

	MML	MML	MML	MML	MML			MML
	Equity	Equity	Equity	Equity	Focused	MML	MML	Fundamental
	Index	Index	Momentum	Rotation	Equity	Foreign	Foreign	Equity
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Class I)	(Service Class I)	(Service Class I)	(Service Class I)		(Initial Class)	(Service Class)
Units purchased	11,884	3,458	11,626	12,779	184,710	34,703	19,766	134,427
Units withdrawn	(92,681)	(165,521)	(104,587)	(20,346)	(135,861)	(769,869)	(56,860)	(125,640)
Units transferred between Sub-Accounts and to/from the General Account	(7,610)	(47,195)	(3,501)	(92)	21,419	218,756	169,222	11,135
Net increase (decrease)	(88,407)	(209,258)	(96,462)	(7,659)	70,268	(516,410)	132,128	19,922

	MML				MML	MML		MML
	Fundamental	MML	MML	MML	Growth	Growth	MML	Income
	Value	Global	Global	Global	Allocation	Allocation	High Yield	& Growth
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)		(Class I)	(Class II)	(Service Class I)	(Initial Class)	(Service Class)		(Initial Class)
Units purchased	257,437	1,165	3,590	183,965	143,855	922,206	206,954	8,622
Units withdrawn	(228,858)	(14,931)	(13,729)	(90,431)	(1,377,086)	(3,757,620)	(484,610)	(56,409)
Units transferred between Sub-Accounts and to/from the General Account	68,965	10,873	9,276	125,904	(290,695)	176,942	(13,060)	(18,186)
Net increase (decrease)	97,544	(2,893)	(863)	219,438	(1,523,926)	(2,658,472)	(290,716)	(65,973)

F-76

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

		MML	MML
	MML	Inflation-	Inflation-	MML	MML	MML	MML	MML
	Income	Protected	Protected	International	iShares 60/40	iShares 80/20	Large Cap	Large Cap
	& Growth	and Income	and Income	Equity	Allocation	Allocation	Growth	Growth
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Service Class)	(Initial Class)	(Service Class)				(Initial Class)	(Service Class)
Units purchased	134,010	52,107	568,183	143,411	576,599	2,122,312	4,996	98,725
Units withdrawn	(193,861)	(1,024,030)	(647,479)	(95,824)	(5,638)	(19,543)	(38,376)	(100,898)
Units transferred between Sub-Accounts and to/from the General Account	(27,744)	(484,883)	(17,061)	32,409	-	110	(9,148)	(2,947)
Net increase (decrease)	(87,595)	(1,456,806)	(96,357)	79,996	570,961	2,102,879	(42,528)	(5,120)

	MML	MML	MML	MML
	Managed	Managed	Managed	Managed	MML	MML	MML	MML
	Bond	Bond	Volatility	Volatility	Mid Cap Growth	Mid Cap Growth	Mid Cap Value	Mid Cap Value
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)	(Initial Class)	(Service Class)
Units purchased	41,586	434,662	23,371	104,191	8,802	248,065	16,627	281,466
Units withdrawn	(780,898)	(2,443,028)	(503,517)	(237,883)	(111,618)	(412,031)	(305,889)	(311,590)
Units transferred between Sub-Accounts and to/from the General Account	(206,887)	(367,493)	(392,433)	(57,577)	(7,543)	17,663	(293,398)	(12,265)
Net increase (decrease)	(946,199)	(2,375,859)	(872,579)	(191,269)	(110,359)	(146,303)	(582,660)	(42,389)

	MML	MML	MML	MML	MML	MML	MML	MML
	Moderate	Moderate	Short-Duration	Small Cap	Small Cap	Small Cap	Small Cap	Small
	Allocation	Allocation	Bond	Equity	Equity	Growth Equity	Growth Equity	Company Value
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Initial Class)	(Service Class)		(Initial Class)	(Service Class)	(Initial Class)	(Service Class)
Units purchased	41,762	1,299,748	206,961	3,803	59,648	40,428	70,240	77,190
Units withdrawn	(1,110,602)	(11,029,528)	(687,131)	(61,546)	(135,008)	(194,640)	(131,357)	(131,363)
Units transferred between Sub-Accounts and to/from the General Account	21,347	(505,738)	322,828	(16,364)	18,204	35,390	(8,574)	11,056
Net increase (decrease)	(1,047,493)	(10,235,518)	(157,342)	(74,107)	(57,156)	(118,822)	(69,691)	(43,117)

				MML
	MML	MML	MML	Strategic	MML	MML		MML U.S.
	Small/Mid Cap	Small/Mid Cap	Special	Emerging	Sustainable	Sustainable	MML Total	Government
	Value	Value	Situations	Markets	Equity	Equity	Return Bond	Money Market
	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)	(Initial Class)	(Service Class)	(Service Class I)	(Service Class I)	(Initial Class)	(Service Class)
Units purchased	17,619	105,501	4,075	109,057	11,173	101,663	281,935	4,210,643
Units withdrawn	(303,018)	(142,035)	(61,180)	(109,641)	(147,384)	(223,387)	(570,562)	(5,021,648)
Units transferred between Sub-Accounts and to/from the General Account	(47,784)	(2,530)	-	(12,719)	(25,354)	(11,107)	(97,868)	5,196,805
Net increase (decrease)	(333,183)	(39,064)	(57,105)	(13,303)	(161,565)	(132,831)	(386,495)	4,385,800

F-77

Notes To Financial Statements (Continued)

NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

	PIMCO		VY®
	Commodity		CBRE
	RealReturn®	PIMCO	Global
	Strategy	Income	Real Estate
	Sub-Account	Sub-Account	Sub-Account
2022 (Continued)
Units purchased	19,908	90,359	8,221
Units withdrawn	(190,221)	(261)	(74,763)
Units transferred between Sub-Accounts and to/from the General Account	162,183	(461)	4,924
Net increase (decrease)	(8,130)	89,637	(61,618)

F-78

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS

A summary of units outstanding, unit values, net assets, investment income ratios, expense ratios (excluding expenses of the underlying funds) and total return ratios for each of the years in the five-year period ended December 31, 2023 follows:

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
BlackRock 60/40 Target Allocation ETF V.I. Sub-Account (Class III)
	2023	1,201,079	$	14.69	to	$	15.69	$	18,823,486	1.91	%	1.00	%	to	1.80	%	13.26	%	to	14.17	%
	2022	1,196,331		12.97	to		13.40		16,425,190	1.90		1.00		to	1.80		(16.55)		to	(16.17)
	2021	1,135,192		15.55	to		16.33		18,530,683	2.15		1.00		to	1.80		9.71		to	10.59
	2020	603,542		14.17	to		14.77		8,908,234	1.89		1.00		to	1.80		12.31		to	13.21
	2019	274,313		12.62	to		13.05		3,575,830	4.15		1.00		to	1.80		19.06		to	20.02
Cboe Vest U.S. Large Cap 10% Buffer Strategies V.I. Sub-Account⁸
	2023	44,048		-	-		11.08		488,039	-		1.00		-	1.80		-		-	-
Delaware Ivy VIP Asset Strategy Sub-Account (Class II)
	2023	760,284		13.09	to		14.41		11,089,050	2.11		1.00		to	3.10		10.47		to	12.81
	2022	833,323		11.85	to		12.77		10,874,142	1.57		1.00		to	3.10		(17.34)		to	(15.59)
	2021	841,382		14.34	to		15.13		13,346,595	1.55		1.00		to	3.10		7.07		to	9.34
	2020	904,514		13.39	to		13.84		13,270,558	2.02		1.00		to	3.10		10.40		to	12.74
	2019	943,855		12.13	to		12.27		12,403,360	2.13		1.00		to	3.10		18.06		to	20.57
Fidelity® VIP Contrafund® Sub-Account (Initial Class)
	2023	3,269,827		41.22	to		66.62		187,411,670	0.46		0.95		to	2.60		30.04		to	32.19
	2022	3,876,930		31.70	to		50.39		168,304,213	0.49		0.95		to	2.60		(28.20)		to	(27.01)
	2021	4,187,353		44.15	to		69.04		250,765,962	0.06		0.95		to	2.60		24.56		to	26.63
	2020	4,994,284		35.45	to		54.52		237,247,151	0.24		0.95		to	2.60		27.22		to	29.33
	2019	6,319,467		27.86	to		42.16		232,111,397	0.45		0.95		to	2.60		28.20		to	30.33
Fidelity® VIP Contrafund® Sub-Account (Service Class 2)
	2023	8,181,542		23.92	to		37.37		231,386,664	0.26		1.00		to	3.10		29.07		to	31.80
	2022	8,378,070		18.15	to		28.95		191,667,565	0.26		1.00		to	3.10		(28.73)		to	(27.22)
	2021	8,481,331		24.94	to		40.62		279,055,343	0.03		1.00		to	3.10		23.62		to	26.24
	2020	8,326,913		19.76	to		32.86		229,257,699	0.08		1.00		to	3.10		26.26		to	28.94
	2019	8,336,046		15.32	to		26.03		191,552,509	0.22		1.00		to	3.10		27.27		to	29.97
Fidelity® VIP Health Care Sub-Account⁷
	2023	101,885		-	-		10.50		1,069,597	-		1.00		to	3.10		-		-	2.67
	2022	43,720		-	-		10.22		447,027	-		1.00		to	3.10		-		-	-
Fidelity VIP Overseas Portfolio (Service Class 2)⁸
	2023	14,620		-	-		10.53		153,996	1.48		1.00		to	3.10		-		-	-
Fidelity® VIP Real Estate Sub-Account⁷
	2023	58,941		-	-		9.02		531,372	3.41		1.00		to	3.10		-		-	9.46
	2022	18,483		-	-		8.24		152,225	1.70		1.00		to	3.10		-		-	-
Fidelity® VIP Strategic Income Sub-Account⁷
	2023	71,420		-	-		9.78		698,753	7.82		0.95		to	3.10		-		-	7.77
	2022	22,156		-	-		9.08		201,143	6.33		0.95		to	3.10		-		-	-
Invesco Oppenheimer V.I. International Growth Sub-Account (Series I)
	2023	740,991		21.25	to		32.39		21,214,036	0.58		0.95		to	2.60		17.97		to	19.92
	2022	845,645		18.01	to		27.01		20,298,479	-		0.95		to	2.60		(29.00)		to	(27.82)
	2021	857,957		25.37	to		37.42		28,738,025	-		0.95		to	2.60		7.39		to	9.18
	2020	1,029,713		23.62	to		34.27		32,043,570	0.93		0.95		to	2.60		18.38		to	20.35
	2019	1,267,445		19.95	to		28.48		32,768,962	1.05		0.95		to	2.60		25.30		to	27.39

F-79

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
Invesco Oppenheimer V.I. International Growth Sub-Account (Series II)
	2023	1,072,463	$	13.43	to	$	19.27	$	20,333,526	0.30	%	1.00	%	to	3.10	%	16.97	%	to	19.44	%
	2022	1,163,026		11.24	to		16.48		18,848,749	-		1.00		to	3.10		(29.39)		to	(27.89)
	2021	1,142,992		15.59	to		23.33		26,049,458	-		1.00		to	3.10		6.76		to	9.02
	2020	1,189,787		14.30	to		21.85		25,837,159	0.62		1.00		to	3.10		17.35		to	19.84
	2019	1,376,480		11.94	to		18.62		26,966,589	0.71		1.00		to	3.10		24.05		to	26.68
Invesco V.I. Capital Appreciation Sub-Account (Series I)
	2023	2,847,791		30.03	to		44.88		116,367,287	-		0.95		to	2.60		31.92		to	34.10
	2022	3,385,941		22.76	to		33.47		103,556,439	-		0.95		to	2.60		(32.56)		to	(31.44)
	2021	3,595,992		33.75	to		48.81		161,466,451	-		0.95		to	2.60		19.42		to	21.41
	2020	4,332,520		28.26	to		40.20		160,848,549	-		0.95		to	2.60		33.08		to	35.30
	2019	5,846,107		21.24	to		29.72		161,347,994	0.06		0.95		to	2.60		32.70		to	34.91
Invesco V.I. Capital Appreciation Sub-Account (Series II)
	2023	223,386		27.21	to		41.86		8,701,153	-		1.15		to	3.10		30.92		to	33.49
	2022	250,907		20.79	to		31.36		7,405,869	-		1.15		to	3.10		(33.07)		to	(31.75)
	2021	311,599		31.06	to		45.94		13,493,003	-		1.15		to	3.10		18.55		to	20.88
	2020	366,591		26.20	to		38.01		13,216,783	-		1.15		to	3.10		32.08		to	34.68
	2019	481,175		19.83	to		28.22		12,888,583	-		1.15		to	3.10		31.70		to	34.29
Invesco V.I. Conservative Balanced Sub-Account (Series I)⁵
	2023	287,172		12.56	to		20.28		5,382,578	1.86		0.95		to	2.60		9.72		to	11.54
	2022	316,912		11.44	to		18.18		5,338,477	1.36		0.95		to	2.60		(18.99)		to	(17.64)
	2021	340,713		14.13	to		22.07		6,987,321	1.47		0.95		to	2.60		7.79		to	9.59
	2020	377,168		13.10	to		20.14		7,060,991	2.07		0.95		to	2.60		11.91		to	13.77
	2019	417,214		11.71	to		17.70		6,873,042	2.24		0.95		to	2.60		14.50		to	16.40
Invesco V.I. Conservative Balanced Sub-Account (Series II)
	2023	797		12.10	to		16.98		13,532	0.61		1.15		to	2.80		9.38		to	11.03
	2022	2,970		11.07	to		15.29		45,427	1.15		1.15		to	2.80		(19.19)		to	(17.97)
	2021	3,042		13.69	to		18.64		56,716	0.99		1.15		to	2.80		7.41		to	9.04
	2020	4,777		12.75	to		17.10		76,534	1.88		1.15		to	2.65		11.59		to	13.28
	2019	5,079		11.42	to		15.09		71,711	2.00		1.15		to	2.65		14.15		to	15.88
Invesco V.I. Core Plus Bond Sub-Account⁵
	2023	94,073		-	-		14.29		1,344,454	2.60		-		-	1.40		-		-	4.67
	2022	103,980		-	-		13.65		1,419,773	1.93		-		-	1.40		-		-	(15.22)
	2021	110,047		-	-		16.11		1,772,416	2.05		-		-	1.40		-		-	(3.02)
	2020	120,583		-	-		16.61		2,002,482	3.09		-		-	1.40		-		-	8.18
	2019	129,518		-	-		15.35		1,988,167	3.32		-		-	1.40		-		-	8.00
Invesco V.I. Discovery Mid Cap Growth Sub-Account (Series I)
	2023	2,017,336		29.03	to		42.42		72,492,489	-		0.95		to	2.60		10.26		to	12.08
	2022	2,145,143		26.33	to		37.84		69,315,183	-		0.95		to	2.60		(32.75)		to	(31.63)
	2021	2,211,697		39.15	to		55.35		105,647,787	-		0.95		to	2.60		16.04		to	17.97
	2020	2,592,033		33.74	to		46.92		106,383,035	0.04		0.95		to	2.60		37.08		to	39.36
	2019	3,582,421		24.61	to		33.67		106,476,690	-		0.95		to	2.60		35.79		to	38.05
Invesco V.I. Discovery Mid Cap Growth Sub-Account (Series II)
	2023	1,137,821		20.40	to		26.30		24,635,259	-		1.00		to	3.10		9.42		to	11.73
	2022	1,133,228		18.26	to		24.03		22,846,294	-		1.00		to	3.10		(33.23)		to	(31.82)
	2021	1,126,999		26.78	to		35.99		34,332,308	-		1.00		to	3.10		15.17		to	17.61
	2020	1,067,971		22.77	to		31.25		28,338,933	-		1.00		to	3.10		35.96		to	38.85
	2019	875,114		16.40	to		22.99		18,022,291	-		1.00		to	3.10		34.77		to	37.63

F-80

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
Invesco V.I. Diversified Dividend Sub-Account (Series I)
	2023	282,594	$	10.66	to	$	17.09	$	4,424,798	1.97	%	0.95	%	to	2.60	%	6.25	%	to	8.02	%
	2022	317,837		10.04	to		15.82		4,603,701	1.89		0.95		to	2.60		(4.20)		to	(2.61)
	2021	331,261		10.48	to		16.24		4,919,882	1.76		0.95		to	2.60		15.84		to	17.77
	2020	483,803		9.04	to		13.79		6,302,426	3.18		0.95		to	2.60		(2.43)		to	(0.81)
	2019	517,444		9.27	to		13.91		6,771,474	2.90		0.95		to	2.60		21.88		to	23.91
Invesco V.I. Diversified Dividend Sub-Account (Series II)
	2023	610,808		9.69	to		15.02		8,547,518	1.71		1.15		to	3.10		5.46		to	7.53
	2022	728,781		9.19	to		13.97		9,489,706	1.58		1.15		to	3.10		(4.91)		to	(3.04)
	2021	841,059		9.66	to		14.40		11,345,055	1.94		1.15		to	3.10		14.98		to	17.24
	2020	945,327		8.40	to		12.29		10,939,473	2.70		1.15		to	3.10		(3.18)		to	(1.28)
	2019	1,203,871		8.68	to		12.44		14,181,904	2.53		1.15		to	3.10		20.97		to	23.35
Invesco V.I. Global Sub-Account (Series I)
	2023	2,990,290		29.59	to		48.24		127,106,320	0.22		0.95		to	2.60		31.29		to	33.47
	2022	3,633,296		22.54	to		36.14		115,923,743	-		0.95		to	2.60		(33.52)		to	(32.41)
	2021	3,694,110		33.90	to		53.48		176,055,227	-		0.95		to	2.60		12.53		to	14.40
	2020	4,227,403		30.13	to		46.75		176,607,524	0.67		0.95		to	2.60		24.36		to	26.43
	2019	5,325,923		24.23	to		36.97		176,050,964	0.89		0.95		to	2.60		28.41		to	30.54
Invesco V.I. Global Sub-Account (Series II)
	2023	2,263,619		18.67	to		26.83		58,095,537	-		1.00		to	3.10		30.36		to	33.11
	2022	2,506,424		14.03	to		20.58		49,427,513	-		1.00		to	3.10		(34.01)		to	(32.61)
	2021	2,571,246		20.81	to		31.19		77,475,203	-		1.00		to	3.10		11.66		to	14.02
	2020	2,759,316		18.25	to		27.94		75,781,828	0.44		1.00		to	3.10		23.45		to	26.07
	2019	3,054,222		14.48	to		22.63		69,852,655	0.64		1.00		to	3.10		27.44		to	30.15
Invesco V.I. Global Strategic Income Sub-Account (Series I)
	2023	6,098,483		12.05	to		20.49		98,973,441	-		0.95		to	2.60		6.10		to	7.86
	2022	6,982,530		11.36	to		18.99		105,617,322	-		0.95		to	2.60		(13.73)		to	(12.30)
	2021	8,302,751		13.17	to		21.66		143,423,120	4.69		0.95		to	2.60		(5.89)		to	(4.33)
	2020	8,478,804		13.99	to		22.64		154,124,943	5.81		0.95		to	2.60		0.75		to	2.42
	2019	9,820,494		13.89	to		22.10		174,837,228	3.80		0.95		to	2.60		7.96		to	9.76
Invesco V.I. Global Strategic Income Sub-Account (Series II)
	2023	3,221,166		10.18	to		10.91		41,784,589	-		1.00		to	3.10		5.29		to	7.52
	2022	3,523,347		9.46	to		10.36		42,908,119	-		1.00		to	3.10		(14.40)		to	(12.59)
	2021	4,059,143		10.83	to		12.11		57,328,981	4.29		1.00		to	3.10		(6.51)		to	(4.52)
	2020	4,076,835		11.34	to		12.95		61,117,704	5.16		1.00		to	3.10		(0.15)		to	1.97
	2019	4,957,887		11.12	to		12.97		74,928,822	3.39		1.00		to	3.10		7.23		to	9.51
Invesco V.I. Health Care Sub-Account (Series I)
	2023	237,830		25.29	to		39.40		8,279,217	-		0.95		to	2.60		0.39		to	2.05
	2022	261,340		25.20	to		38.61		8,993,115	-		0.95		to	2.60		(15.54)		to	(14.14)
	2021	282,080		29.83	to		44.97		11,396,798	0.20		0.95		to	2.60		9.42		to	11.24
	2020	309,109		27.26	to		40.42		11,325,826	0.31		0.95		to	2.60		11.52		to	13.38
	2019	355,234		24.45	to		35.65		11,544,579	0.04		0.95		to	2.60		29.10		to	31.25
Invesco V.I. Health Care Sub-Account (Series II)
	2023	221,061		22.94	to		35.84		7,445,184	-		1.15		to	3.10		(0.36)		to	1.59
	2022	260,608		23.02	to		35.28		8,644,331	-		1.15		to	3.10		(16.17)		to	(14.52)
	2021	298,106		27.46	to		41.27		11,700,675	-		1.15		to	3.10		8.62		to	10.76
	2020	350,828		25.28	to		37.26		12,414,240	0.09		1.15		to	3.10		10.71		to	12.89
	2019	424,441		22.83	to		33.00		13,391,320	-		1.15		to	3.10		28.15		to	30.67

F-81

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
Invesco V.I. Main Street Sub-Account (Series I)
	2023	778,371	$	29.06	to	$	43.45	$	29,488,977	0.83	%	0.95	%	to	2.60	%	20.07	%	to	22.06	%
	2022	862,445		24.21	to		35.60		26,861,840	1.45		0.95		to	2.60		(22.18)		to	(20.89)
	2021	939,913		31.10	to		45.00		37,181,449	0.70		0.95		to	2.60		24.30		to	26.36
	2020	1,047,878		25.02	to		35.61		33,044,884	1.49		0.95		to	2.60		11.02		to	12.87
	2019	1,159,288		22.54	to		31.55		32,594,095	1.06		0.95		to	2.60		28.69		to	30.83
Invesco V.I. Main Street Sub-Account (Series II)
	2023	881,293		20.38	to		26.34		20,291,673	0.49		1.00		to	3.10		19.09		to	21.61
	2022	990,269		16.76	to		22.12		18,959,328	1.09		1.00		to	3.10		(22.74)		to	(21.10)
	2021	1,068,989		21.24	to		28.63		26,323,196	0.52		1.00		to	3.10		23.35		to	25.97
	2020	1,040,875		16.86	to		23.21		21,292,780	1.17		1.00		to	3.10		10.22		to	12.56
	2019	1,022,590		14.98	to		21.06		19,582,090	0.81		1.00		to	3.10		27.72		to	30.43
Invesco V.I. Technology Sub-Account (Series I)
	2023	341,037		32.39	to		45.06		7,811,874	-		0.95		to	2.60		43.19		to	45.56
	2022	354,685		22.62	to		30.95		5,414,369	-		0.95		to	2.60		(41.49)		to	(40.52)
	2021	361,364		38.66	to		52.04		9,838,777	-		0.95		to	2.60		11.47		to	13.33
	2020	381,843		34.68	to		45.92		9,461,356	-		0.95		to	2.60		42.37		to	44.74
	2019	409,274		24.36	to		31.73		7,407,278	-		0.95		to	2.60		32.39		to	34.59
Invesco V.I. Technology Sub-Account (Series II)
	2023	181,352		29.36	to		51.98		8,322,967	-		1.15		to	3.10		42.26		to	45.05
	2022	203,958		20.64	to		35.84		6,511,762	-		1.15		to	3.10		(41.94)		to	(40.80)
	2021	236,464		35.55	to		60.54		12,810,416	-		1.15		to	3.10		10.60		to	12.77
	2020	274,028		32.15	to		53.68		13,181,326	-		1.15		to	3.10		41.35		to	44.13
	2019	300,092		22.74	to		37.25		10,156,434	-		1.15		to	3.10		31.42		to	34.01
Invesco V.I. U.S. Government Money Sub-Account
	2023	559,667		7.69	to		10.71		5,990,501	4.40		0.95		to	2.60		1.85		to	3.54
	2022	651,358		7.55	to		10.35		6,701,851	1.29		0.95		to	2.60		(1.31)		to	0.33
	2021	565,742		7.65	to		10.31		5,812,814	0.01		0.95		to	2.60		(2.56)		to	(0.94)
	2020	657,647		7.85	to		10.41		6,847,355	0.22		0.95		to	2.60		(2.35)		to	(0.73)
	2019	673,998		8.04	to		10.49		7,061,758	1.70		0.95		to	2.60		(0.90)		to	0.75
Janus Henderson Global Technology and Innovation Sub-Account⁷
	2023	61,103		-	-		11.52		703,850	-		0.95		to	2.60		-		-	52.29
	2022	32,355		-	-		7.56		244,729	-		0.95		to	2.60		-		-	-
MML Aggressive Allocation Sub-Account (Initial Class)
	2023	1,027,797		20.74	to		26.98		26,625,090	2.88		0.95		to	2.60		15.29		to	17.20
	2022	1,192,000		17.99	to		23.02		26,453,572	2.02		0.95		to	2.60		(18.05)		to	(16.69)
	2021	1,359,322		21.95	to		27.63		36,316,920	1.25		0.95		to	2.60		13.65		to	15.54
	2020	1,451,095		19.32	to		23.92		33,588,339	1.67		0.95		to	2.60		10.44		to	12.27
	2019	1,821,022		17.49	to		21.30		37,508,768	1.99		0.95		to	2.60		20.75		to	22.76
MML Aggressive Allocation Sub-Account (Service Class)
	2023	3,406,635		17.08	to		18.62		70,495,980	2.61		1.00		to	3.10		14.38		to	16.80
	2022	3,789,915		14.63	to		16.28		68,477,846	1.81		1.00		to	3.10		(18.68)		to	(16.96)
	2021	4,300,766		17.61	to		20.02		95,058,178	1.03		1.00		to	3.10		12.85		to	15.25
	2020	4,774,344		15.28	to		17.74		93,600,335	1.38		1.00		to	3.10		9.63		to	11.95
	2019	5,325,759		13.65	to		16.18		95,636,402	1.71		1.00		to	3.10		19.87		to	22.42

F-82

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML American Funds Core Allocation Sub-Account
	2023	33,354,597	$	15.77	to	$	16.56	$	658,413,694	3.79	%	1.00	%	to	3.10	%	10.89	%	to	13.24	%
	2022	39,435,747		13.93	to		14.93		692,811,278	2.13		1.00		to	3.10		(16.33)		to	(14.56)
	2021	44,078,410		16.30	to		17.84		919,106,679	1.31		1.00		to	3.10		9.41		to	11.73
	2020	49,211,939		14.59	to		16.31		930,308,860	1.73		1.00		to	3.10		7.99		to	10.28
	2019	57,034,873		13.23	to		15.10		989,500,489	2.39		1.00		to	3.10		14.51		to	16.94
MML American Funds Growth Sub-Account
	2023	7,531,821		29.35	to		36.72		234,932,146	1.43		1.00		to	3.10		33.76		to	36.59
	2022	7,340,690		21.49	to		27.45		187,123,822	0.43		1.00		to	3.10		(32.42)		to	(30.98)
	2021	7,241,440		31.13	to		40.62		282,628,214	-		1.00		to	3.10		17.84		to	20.34
	2020	7,372,819		25.87	to		34.47		249,753,195	0.72		1.00		to	3.10		46.80		to	49.91
	2019	8,104,921		17.26	to		23.48		191,745,889	0.32		1.00		to	3.10		26.25		to	28.93
MML American Funds International Sub-Account⁶
	2023	-		-	-		-		-	-		-		-	-		-		-	-
	2022	-		-	-		-		-	-		-		-	-		-		-	-
	2021	3,575,717		13.26	to		14.27		57,592,722	0.13		1.00		to	3.10		(4.95)		to	(2.93)
	2020	3,496,882		13.95	to		14.70		58,820,176	1.03		1.00		to	3.10		9.98		to	12.31
	2019	4,069,542		12.69	to		13.09		61,510,006	2.74		1.00		to	3.10		18.58		to	21.09
MML Balanced Allocation Sub-Account (Initial Class)
	2023	2,873,841		15.42	to		20.06		54,442,079	3.13		0.95		to	2.60		9.59		to	11.41
	2022	3,435,716		14.07	to		18.00		58,629,976	3.59		0.95		to	2.60		(16.91)		to	(15.53)
	2021	3,892,604		16.93	to		21.31		78,951,185	1.25		0.95		to	2.60		7.16		to	8.94
	2020	4,442,634		15.80	to		19.56		83,010,888	2.67		0.95		to	2.60		8.09		to	9.89
	2019	5,809,475		14.62	to		17.80		99,026,168	2.57		0.95		to	2.60		13.75		to	15.65
MML Balanced Allocation Sub-Account (Service Class)
	2023	15,847,072		13.72	to		13.88		252,483,566	2.90		1.00		to	3.10		8.84		to	11.15
	2022	18,387,696		12.34	to		12.75		267,376,596	3.34		1.00		to	3.10		(17.56)		to	(15.81)
	2021	20,676,935		14.66	to		15.47		363,104,191	1.01		1.00		to	3.10		6.35		to	8.61
	2020	22,692,373		13.50	to		14.54		373,173,046	2.42		1.00		to	3.10		7.27		to	9.54
	2019	26,645,694		12.32	to		13.56		408,910,548	2.31		1.00		to	3.10		13.05		to	15.45
MML Blend Sub-Account (Initial Class)
	2023	1,626,991		23.88	to		36.34		50,812,477	1.69		0.95		to	2.60		14.61		to	16.51
	2022	1,898,554		20.84	to		31.19		51,298,275	1.35		0.95		to	2.60		(18.73)		to	(17.38)
	2021	2,100,227		25.64	to		37.75		68,982,917	2.11		0.95		to	2.60		12.07		to	13.94
	2020	2,246,956		22.88	to		33.14		65,024,452	-		0.95		to	2.60		9.97		to	11.80
	2019	2,419,280		20.81	to		29.64		62,980,806	2.43		0.95		to	2.60		18.27		to	20.23
MML Blend Sub-Account (Service Class)
	2023	10,381,369		16.66	to		21.65		187,651,135	1.45		1.00		to	3.10		13.75		to	16.16
	2022	10,920,106		14.35	to		19.03		172,514,255	1.12		1.00		to	3.10		(19.34)		to	(17.63)
	2021	11,045,227		17.42	to		23.60		217,290,953	1.97		1.00		to	3.10		11.24		to	13.60
	2020	10,470,381		15.33	to		21.21		185,705,276	-		1.00		to	3.10		9.14		to	11.45
	2019	9,995,211		13.76	to		19.44		161,858,732	2.20		1.00		to	3.10		17.38		to	19.87
MML Blue Chip Growth Sub-Account (Initial Class)
	2023	794,854		40.83	to		62.43		46,546,333	-		0.95		to	2.60		45.71		to	48.13
	2022	930,051		28.02	to		42.15		37,019,588	-		0.95		to	2.60		(41.05)		to	(40.07)
	2021	999,401		47.54	to		70.33		66,935,027	-		0.95		to	2.60		13.35		to	15.24
	2020	1,113,935		41.94	to		61.03		64,905,396	-		0.95		to	2.60		30.96		to	33.13
	2019	1,289,749		32.02	to		45.84		56,366,432	-		0.95		to	2.60		26.51		to	28.62

F-83

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML Blue Chip Growth Sub-Account (Service Class)
	2023	5,915,497	$	23.46	to	$	37.00	$	154,927,161	-	%	1.00	%	to	3.10	%	44.56	%	to	47.61	%
	2022	6,290,813		15.90	to		25.60		116,156,894	-		1.00		to	3.10		(41.49)		to	(40.25)
	2021	6,267,018		26.60	to		43.75		203,462,318	-		1.00		to	3.10		12.54		to	14.92
	2020	6,214,398		23.15	to		38.87		181,685,317	-		1.00		to	3.10		29.91		to	32.66
	2019	5,915,556		17.45	to		29.92		137,333,697	-		1.00		to	3.10		25.60		to	28.27
MML Conservative Allocation Sub-Account (Initial Class)
	2023	2,694,952		14.54	to		18.91		48,661,190	3.24		0.95		to	2.60		8.80		to	10.60
	2022	3,104,296		13.37	to		17.10		50,846,697	3.88		0.95		to	2.60		(16.92)		to	(15.54)
	2021	3,386,413		16.09	to		20.25		65,736,943	1.18		0.95		to	2.60		5.81		to	7.57
	2020	4,208,998		15.20	to		18.82		76,130,207	2.60		0.95		to	2.60		7.11		to	8.89
	2019	4,480,056		14.19	to		17.29		74,794,028	2.68		0.95		to	2.60		12.24		to	14.11
MML Conservative Allocation Sub-Account (Service Class)
	2023	13,893,472		13.01	to		13.06		212,410,256	3.02		1.00		to	3.10		7.93		to	10.21
	2022	16,606,296		11.80	to		12.10		232,816,753	3.59		1.00		to	3.10		(17.50)		to	(15.75)
	2021	18,550,323		14.01	to		14.66		314,438,147	0.93		1.00		to	3.10		5.02		to	7.25
	2020	21,085,898		13.06	to		13.96		338,139,060	2.48		1.00		to	3.10		6.32		to	8.58
	2019	20,930,050		12.03	to		13.13		312,722,144	2.47		1.00		to	3.10		11.42		to	13.79
MML Dynamic Bond Sub-Account (Service Class I)
	2023	1,249,453		9.58	to		10.22		12,459,052	4.19		1.00		to	1.80		5.87		to	6.72
	2022	1,265,675		9.05	to		9.58		11,894,741	3.60		1.00		to	1.80		(15.78)		to	(15.11)
	2021	1,219,346		10.74	to		11.28		13,575,976	3.53		1.00		to	1.80		(1.96)		to	(1.18)
	2020	1,102,442		10.96	to		11.42		12,453,262	0.34		1.00		to	1.80		1.67		to	2.48
	2019	918,215		10.78	to		11.14		10,144,350	3.42		1.00		to	1.80		6.59		to	7.45
MML Equity Sub-Account (Initial Class)
	2023	720,763		24.30	to		37.06		21,776,249	2.11		0.95		to	2.60		6.53		to	8.29
	2022	808,421		22.81	to		34.22		22,745,758	1.60		0.95		to	2.60		(7.09)		to	(5.55)
	2021	857,014		24.55	to		36.23		25,600,018	1.66		0.95		to	2.60		26.92		to	29.03
	2020	925,884		19.34	to		28.08		21,590,756	2.35		0.95		to	2.60		0.38		to	2.05
	2019	1,097,055		19.27	to		27.51		25,084,965	2.04		0.95		to	2.60		22.69		to	24.73
MML Equity Sub-Account (Service Class)
	2023	3,418,217		18.29	to		22.03		78,993,261	1.85		1.00		to	3.10		5.73		to	7.97
	2022	3,961,989		16.94	to		20.84		87,189,234	1.35		1.00		to	3.10		(7.78)		to	(5.83)
	2021	4,388,637		17.99	to		22.60		104,959,878	1.47		1.00		to	3.10		25.97		to	28.64
	2020	4,851,758		13.98	to		17.94		94,339,624	2.14		1.00		to	3.10		(0.37)		to	1.75
	2019	4,923,227		13.74	to		18.01		97,057,943	1.82		1.00		to	3.10		21.78		to	24.36
MML Equity Income Sub-Account (Initial Class)
	2023	3,189,746		24.74	to		37.66		106,753,642	2.28		0.95		to	2.60		6.74		to	8.51
	2022	3,643,121		23.18	to		34.71		112,868,269	1.68		0.95		to	2.60		(6.04)		to	(4.48)
	2021	4,476,832		24.67	to		36.34		145,517,882	2.19		0.95		to	2.60		22.36		to	24.39
	2020	5,424,458		20.16	to		29.21		141,959,006	2.46		0.95		to	2.60		(1.26)		to	0.38
	2019	5,987,062		20.42	to		29.10		157,019,262	2.28		0.95		to	2.60		23.21		to	25.26
MML Equity Income Sub-Account (Service Class)
	2023	3,000,613		18.79	to		22.43		71,229,360	2.03		1.00		to	3.10		5.96		to	8.20
	2022	3,463,599		17.37	to		21.17		78,411,916	1.51		1.00		to	3.10		(6.75)		to	(4.77)
	2021	3,576,293		18.24	to		22.71		88,613,015	2.04		1.00		to	3.10		21.36		to	23.93
	2020	3,974,069		14.72	to		18.71		82,700,285	2.20		1.00		to	3.10		(1.92)		to	0.16
	2019	4,049,182		14.69	to		19.07		86,738,940	2.07		1.00		to	3.10		22.27		to	24.86

F-84

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML Equity Index Sub-Account (Class I)
	2023	792,661	$	33.50	to	$	50.53	$	31,813,776	1.25	%	0.95	%	to	2.60	%	22.54	%	to	24.57	%
	2022	855,314		27.34	to		40.56		27,821,852	1.01		0.95		to	2.60		(20.58)		to	(19.26)
	2021	943,721		34.42	to		50.24		38,036,347	1.27		0.95		to	2.60		24.90		to	26.98
	2020	1,036,338		27.56	to		39.57		32,974,512	1.64		0.95		to	2.60		15.03		to	16.94
	2019	1,204,817		23.96	to		33.84		33,045,075	2.57		0.95		to	2.60		27.50		to	29.62
MML Equity Index Sub-Account (Service Class I)
	2023	616,130		30.37	to		46.07		27,437,454	0.97		1.15		to	3.10		21.63		to	24.01
	2022	820,581		24.97	to		37.15		29,639,746	0.78		1.15		to	3.10		(21.17)		to	(19.61)
	2021	1,029,840		31.67	to		46.21		46,175,143	1.15		1.15		to	3.10		23.96		to	26.40
	2020	1,247,806		25.55	to		36.56		44,360,172	1.46		1.15		to	3.10		14.14		to	16.39
	2019	1,507,010		22.38	to		31.41		45,972,770	2.57		1.15		to	3.10		26.57		to	29.06
MML Equity Momentum Sub-Account (Service Class I)⁶
	2023	-		-	-		-		-	-		-		-	-		-		-	-
	2022	-		-	-		-		-	-		-		-	-		-		-	-
	2021	96,460		21.35	to		22.43		2,161,734	-		1.00		to	1.80		19.43		to	20.39
	2020	109,941		17.88	to		18.63		2,048,092	0.01		1.00		to	1.80		17.86		to	18.81
	2019	120,799		15.17	to		15.68		1,893,686	0.68		1.00		to	1.80		35.06		to	36.14
MML Equity Rotation Sub-Account (Service Class I)
	2023	81,036		22.38	to		23.89		1,683,451	1.40		1.00		to	1.80		18.47		to	19.42
	2022	97,555		18.89	to		20.01		1,864,206	-		1.00		to	1.80		(15.99)		to	(15.31)
	2021	105,214		22.49	to		23.63		2,484,746	0.43		1.00		to	1.80		25.72		to	26.73
	2020	108,233		17.89	to		18.64		2,017,490	1.39		1.00		to	1.80		20.39		to	21.35
	2019	113,361		14.86	to		15.36		1,741,305	0.19		1.00		to	1.80		14.22		to	15.14
MML Focused Equity Sub-Account
	2023	915,673		27.21	to		34.96		21,905,606	0.79		0.95		to	3.10		6.35		to	8.65
	2022	936,219		25.58	to		32.17		21,586,709	0.63		0.95		to	3.10		(7.91)		to	(5.91)
	2021	865,951		27.78	to		34.19		22,092,990	0.92		0.95		to	3.10		18.16		to	20.73
	2020	881,782		23.51	to		28.32		18,957,860	0.64		0.95		to	3.10		9.10		to	11.47
	2019	887,636		21.55	to		25.41		17,679,923	0.05		0.95		to	3.10		25.77		to	28.50
MML Foreign Sub-Account (Initial Class)
	2023	4,776,071		13.20	to		19.71		82,526,337	1.39		0.95		to	2.60		13.25		to	15.12
	2022	5,925,578		11.66	to		17.12		89,435,726	3.71		0.95		to	2.60		(16.77)		to	(15.39)
	2021	6,441,988		14.01	to		20.23		115,578,289	2.54		0.95		to	2.60		10.14		to	11.98
	2020	7,346,537		12.72	to		18.07		118,344,969	3.10		0.95		to	2.60		3.21		to	4.93
	2019	8,271,919		12.32	to		17.22		128,108,301	1.79		0.95		to	2.60		10.26		to	12.10
MML Foreign Sub-Account (Service Class)
	2023	594,680		11.91	to		11.98		9,248,287	1.21		1.00		to	3.10		12.44		to	14.82
	2022	652,319		10.37	to		10.65		8,823,408	3.38		1.00		to	3.10		(17.47)		to	(15.72)
	2021	520,191		12.30	to		12.91		8,065,680	2.30		1.00		to	3.10		9.51		to	11.83
	2020	584,504		11.00	to		11.79		8,319,183	2.84		1.00		to	3.10		2.34		to	4.52
	2019	700,188		10.52	to		11.52		9,815,416	1.52		1.00		to	3.10		9.34		to	11.66
MML Fundamental Equity Sub-Account
	2023	908,537		27.67	to		35.56		21,435,172	0.76		0.95		to	3.10		19.02		to	21.60
	2022	909,971		23.25	to		29.24		18,740,713	0.36		0.95		to	3.10		(22.86)		to	(21.19)
	2021	890,049		30.14	to		37.10		23,979,880	0.33		0.95		to	3.10		23.50		to	26.18
	2020	880,974		24.41	to		29.41		19,006,450	-		0.95		to	3.10		15.94		to	18.46
	2019	797,684		21.05	to		24.82		14,803,275	0.44		0.95		to	3.10		29.26		to	32.07

F-85

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML Fundamental Value Sub-Account
	2023	1,160,477	$	20.49	to	$	26.33	$	21,398,547	1.12	%	0.95	%	to	3.10	%	9.96	%	to	12.34	%
	2022	1,213,572		18.63	to		23.44		20,630,720	0.84		0.95		to	3.10		(7.92)		to	(5.92)
	2021	1,116,028		20.24	to		24.91		20,520,581	1.64		0.95		to	3.10		25.73		to	28.46
	2020	1,019,772		16.10	to		19.39		14,865,608	1.08		0.95		to	3.10		(0.76)		to	1.40
	2019	1,016,383		16.22	to		19.12		15,050,102	1.71		0.95		to	3.10		18.75		to	21.33
MML Global Sub-Account (Class I)
	2023	182,051		18.83	to		26.62		4,644,062	0.91		0.95		to	2.60		11.58		to	13.43
	2022	181,481		16.87	to		23.47		4,097,127	1.46		0.95		to	2.60		(19.89)		to	(18.56)
	2021	184,374		21.06	to		28.82		5,128,057	0.88		0.95		to	2.60		14.31		to	16.21
	2020	214,433		18.43	to		24.80		5,164,484	1.09		0.95		to	2.60		11.09		to	12.94
	2019	266,210		16.59	to		21.96		5,717,821	0.68		0.95		to	2.60		27.24		to	29.36
MML Global Sub-Account (Class II)
	2023	224,321		15.23	to		19.66		4,141,451	0.82		1.18		to	1.65		12.51		to	13.03
	2022	244,219		13.47	to		17.48		3,976,403	1.63		1.18		to	1.65		(19.06)		to	(18.68)
	2021	245,084		16.57	to		21.59		4,977,478	0.90		1.18		to	1.65		15.50		to	16.05
	2020	256,171		14.28	to		18.69		4,487,312	1.05		1.18		to	1.65		12.10		to	12.63
	2019	274,411		12.68	to		16.68		4,316,103	0.60		1.18		to	1.65		28.45		to	29.05
MML Global Sub-Account (Service Class I)
	2023	1,101,260		17.13	to		17.42		21,339,873	0.82		1.00		to	3.10		10.61		to	12.95
	2022	1,108,024		15.42	to		15.49		19,626,341	1.34		1.00		to	3.10		(20.50)		to	(18.81)
	2021	888,586		19.00	to		19.48		19,462,328	0.76		1.00		to	3.10		13.58		to	15.99
	2020	924,023		16.38	to		17.15		18,084,268	0.90		1.00		to	3.10		10.23		to	12.57
	2019	944,518		14.55	to		15.56		17,104,721	0.35		1.00		to	3.10		26.30		to	28.98
MML Growth Allocation Sub-Account (Initial Class)
	2023	12,416,012		18.69	to		24.31		285,644,226	2.92		0.95		to	2.60		13.01		to	14.89
	2022	14,041,930		16.54	to		21.16		282,056,598	2.65		0.95		to	2.60		(17.47)		to	(16.10)
	2021	15,565,856		20.04	to		25.22		373,971,831	1.56		0.95		to	2.60		11.40		to	13.25
	2020	18,484,124		17.99	to		22.27		393,392,881	2.15		0.95		to	2.60		9.87		to	11.69
	2019	26,884,888		16.37	to		19.94		514,011,956	2.27		0.95		to	2.60		18.10		to	20.06
MML Growth Allocation Sub-Account (Service Class)
	2023	28,790,959		15.84	to		16.83		604,769,485	2.68		1.00		to	3.10		12.30		-	14.68
	2022	31,477,349		13.81	to		14.99		583,718,812	2.38		1.00		to	3.10		(18.03)		to	(16.29)
	2021	34,135,820		16.50	to		18.28		763,512,275	1.29		1.00		to	3.10		10.45		to	12.79
	2020	39,460,627		14.63	to		16.55		788,648,224	1.88		1.00		to	3.10		9.04		to	11.35
	2019	53,783,791		13.13	to		15.18		978,800,276	2.03		1.00		to	3.10		17.24		to	19.73
MML High Yield Sub-Account
	2023	2,723,099		14.48	to		19.42		39,426,819	6.72		0.95		to	3.10		9.38		to	11.75
	2022	2,829,996		13.24	to		17.38		37,488,508	7.26		0.95		to	3.10		(14.65)		to	(12.80)
	2021	3,120,712		15.51	to		19.93		48,073,933	8.60		0.95		to	3.10		4.59		to	6.86
	2020	2,894,882		14.83	to		18.65		42,643,144	0.02		0.95		to	3.10		2.16		to	4.38
	2019	2,982,701		14.52	to		17.87		43,189,753	6.00		0.95		to	3.10		8.45		to	10.80
MML Income & Growth Sub-Account (Initial Class)
	2023	638,019		22.89	to		35.50		20,337,081	2.10		0.95		to	2.60		6.40		to	8.16
	2022	711,659		21.51	to		32.82		21,115,105	1.46		0.95		to	2.60		(2.87)		to	(1.25)
	2021	777,632		22.15	to		33.24		23,466,564	1.74		0.95		to	2.60		23.03		to	25.08
	2020	893,631		18.00	to		26.57		21,695,092	2.03		0.95		to	2.60		0.38		to	2.05
	2019	1,014,616		17.93	to		26.04		24,198,302	1.99		0.95		to	2.60		21.24		to	23.26

F-86

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML Income & Growth Sub-Account (Service Class)
	2023	1,338,100	$	19.16	to	$	20.77	$	28,235,679	1.89	%	1.00	%	to	3.10	%	5.66	%	to	7.90	%
	2022	1,409,280		17.75	to		19.65		28,418,303	1.23		1.00		to	3.10		(3.62)		to	(1.58)
	2021	1,496,875		18.04	to		20.39		31,561,723	1.61		1.00		to	3.10		22.10		to	24.69
	2020	1,567,693		14.47	to		16.70		27,009,775	1.83		1.00		to	3.10		(0.35)		to	1.76
	2019	1,681,966		14.22	to		16.76		29,439,298	1.78		1.00		to	3.10		20.35		to	22.90
MML Inflation-Protected and Income Sub-Account (Initial Class)
	2023	6,094,042		10.85	to		16.16		86,114,635	4.62		0.95		to	2.60		2.73		to	4.44
	2022	6,536,201		10.56	to		15.48		88,867,535	2.51		0.95		to	2.60		(15.57)		to	(14.17)
	2021	7,993,007		12.51	to		18.03		126,908,902	1.07		0.95		to	2.60		3.67		to	5.39
	2020	8,662,812		12.07	to		17.11		130,964,666	0.11		0.95		to	2.60		8.26		to	10.06
	2019	9,934,572		11.15	to		15.54		137,121,414	2.38		0.95		to	2.60		5.53		to	7.29
MML Inflation-Protected and Income Sub-Account (Service Class)
	2023	3,388,684		9.82	to		11.16		40,118,864	4.34		1.00		to	3.10		1.85		to	4.01
	2022	3,725,815		9.64	to		10.73		43,115,577	2.41		1.00		to	3.10		(16.22)		to	(14.45)
	2021	3,822,173		11.51	to		12.54		52,995,919	0.86		1.00		to	3.10		2.88		to	5.06
	2020	3,431,376		11.19	to		11.94		46,199,752	0.11		1.00		to	3.10		7.49		to	9.77
	2019	3,451,539		10.41	to		10.88		43,237,327	2.22		1.00		to	3.10		4.76		to	6.98
MML International Equity Sub-Account
	2023	759,728		10.10	-		12.43		9,683,383	1.14		0.95		to	3.10		14.68		-	17.16
	2022	700,551		8.80	to		10.61		7,786,105	0.84		0.95		to	3.10		(17.93)		to	(16.15)
	2021	620,555		10.73	to		12.65		8,307,912	0.50		0.95		to	3.10		8.09		to	10.44
	2020	562,014		9.92	to		11.45		6,833,772	3.20		0.95		to	3.10		1.86		to	4.07
	2019	571,549		9.74	to		11.01		6,643,432	1.79		0.95		to	3.10		20.55		to	23.17
MML iShares® 60/40 Allocation Sub-Account⁷
	2023	1,239,115		-	-		10.09		12,501,315	2.23		0.95		to	3.10		-		-	13.51
	2022	570,961		-	-		8.89		5,074,791	2.14		0.95		to	3.10		-		-	-
MML iShares® 80/20 Allocation Sub-Account⁷
	2023	3,671,842		-	-		10.34		37,951,462	1.69		0.95		to	3.10		-		-	16.70
	2022	2,102,879		-	-		8.86		18,624,545	2.12		0.95		to	3.10		-		-	-
MML Large Cap Growth Sub-Account (Initial Class)
	2023	348,658		34.35	to		50.94		15,238,937	-		0.95		to	2.60		47.83		to	50.28
	2022	386,186		23.24	to		33.90		11,258,538	-		0.95		to	2.60		(29.41)		to	(28.23)
	2021	428,715		32.92	to		47.24		17,656,357	0.05		0.95		to	2.60		15.38		to	17.30
	2020	492,342		28.53	to		40.27		17,478,633	0.33		0.95		to	2.60		28.40		to	30.53
	2019	577,917		22.22	to		30.85		15,827,567	0.58		0.95		to	2.60		28.60		to	30.74
MML Large Cap Growth Sub-Account (Service Class)
	2023	1,115,328		26.60	to		31.12		28,781,766	-		1.00		to	3.10		46.77		to	49.87
	2022	973,248		17.75	to		21.21		17,964,547	-		1.00		to	3.10		(29.94)		to	(28.45)
	2021	978,368		24.81	to		30.27		25,898,086	-		1.00		to	3.10		14.48		to	16.91
	2020	965,919		21.22	to		26.44		22,228,571	0.17		1.00		to	3.10		27.52		to	30.22
	2019	896,562		16.30	to		20.73		16,390,792	0.46		1.00		to	3.10		27.64		to	30.35
MML Managed Bond Sub-Account (Initial Class)
	2023	4,749,269		11.47	to		17.93		73,150,962	3.97		0.95		to	2.60		3.97		to	5.69
	2022	5,208,236		11.03	to		16.96		76,373,788	3.00		0.95		to	2.60		(17.19)		to	(15.81)
	2021	6,154,434		13.32	to		20.15		107,430,616	3.16		0.95		to	2.60		(1.77)		to	(0.14)
	2020	6,518,330		13.56	to		20.18		114,405,900	0.10		0.95		to	2.60		4.95		to	6.69
	2019	7,123,945		12.92	to		18.91		117,808,474	3.67		0.95		to	2.60		6.99		to	8.77

F-87

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML Managed Bond Sub-Account (Service Class)
	2023	13,114,910	$	10.27	to	$	10.40	$	163,963,276	3.67	%	1.00	%	to	3.10	%	3.19	%	to	5.38	%
	2022	14,965,961		9.75	to		10.08		180,957,384	2.73		1.00		to	3.10		(17.80)		to	(16.06)
	2021	17,341,820		11.61	to		12.26		253,912,380	2.96		1.00		to	3.10		(2.51)		to	(0.44)
	2020	17,765,196		11.66	to		12.58		266,777,188	0.10		1.00		to	3.10		4.16		to	6.37
	2019	18,130,096		10.96	to		12.07		260,703,020	3.46		1.00		to	3.10		6.19		to	8.45
MML Managed Volatility Sub-Account (Initial Class)
	2023	3,212,163		14.28	to		23.07		61,463,479	0.57		0.95		to	2.60		9.98		to	11.81
	2022	3,697,357		12.98	to		20.63		63,499,565	0.47		0.95		to	2.60		(14.30)		to	(12.88)
	2021	4,569,936		15.15	to		23.68		90,531,793	0.97		0.95		to	2.60		8.68		to	10.49
	2020	5,170,638		13.94	to		21.43		93,221,623	1.40		0.95		to	2.60		3.94		to	5.67
	2019	5,894,344		13.41	to		20.28		101,210,212	1.62		0.95		to	2.60		9.03		to	10.84
MML Managed Volatility Sub-Account (Service Class)
	2023	1,055,623		12.90	to		12.95		17,363,284	0.27		1.00		to	3.10		9.16		to	11.47
	2022	1,298,703		11.57	to		11.86		19,279,858	0.19		1.00		to	3.10		(14.94)		to	(13.14)
	2021	1,489,972		13.32	to		13.94		25,981,811	0.71		1.00		to	3.10		7.87		to	10.16
	2020	1,669,075		12.09	to		12.93		26,903,885	1.15		1.00		to	3.10		3.17		to	5.36
	2019	1,951,793		11.48	to		12.53		30,590,858	1.37		1.00		to	3.10		8.21		to	10.51
MML Mid Cap Growth Sub-Account (Initial Class)
	2023	1,006,915		34.24	to		70.83		61,848,174	-		0.95		to	2.60		19.50		to	21.48
	2022	1,136,273		28.65	to		58.31		57,562,324	-		0.95		to	2.60		(27.03)		to	(25.82)
	2021	1,246,633		39.26	to		78.60		85,664,131	-		0.95		to	2.60		10.31		to	12.14
	2020	1,454,733		35.60	to		70.09		89,949,266	0.08		0.95		to	2.60		22.35		to	24.38
	2019	1,710,217		29.09	to		56.35		83,592,878	0.02		0.95		to	2.60		27.93		to	30.05
MML Mid Cap Growth Sub-Account (Service Class)
	2023	3,484,460		20.16	to		30.88		87,758,884	-		1.00		to	3.10		18.61		to	21.12
	2022	3,733,478		16.65	to		26.04		81,046,753	-		1.00		to	3.10		(27.59)		to	(26.05)
	2021	3,879,781		22.51	to		35.95		118,152,584	-		1.00		to	3.10		9.54		to	11.87
	2020	4,168,210		20.12	to		32.82		117,785,877	-		1.00		to	3.10		21.43		to	24.01
	2019	4,497,792		16.23	to		27.03		108,799,560	-		1.00		to	3.10		27.01		to	29.71
MML Mid Cap Value Sub-Account (Initial Class)
	2023	2,178,707		32.35	to		51.94		97,900,075	2.60		0.95		to	2.60		3.26		to	4.97
	2022	2,437,354		31.33	to		49.48		104,763,063	2.02		0.95		to	2.60		(3.86)		to	(2.26)
	2021	3,020,014		32.59	to		50.63		132,262,516	1.40		0.95		to	2.60		20.15		to	22.15
	2020	3,707,481		27.13	to		41.45		133,181,143	1.82		0.95		to	2.60		(0.90)		to	0.75
	2019	4,044,150		27.37	to		41.14		144,980,289	1.62		0.95		to	2.60		25.82		to	27.91
MML Mid Cap Value Sub-Account (Service Class)
	2023	2,015,747		18.00	to		29.33		46,054,106	2.40		1.00		to	3.10		2.48		to	4.65
	2022	2,207,545		17.20	to		28.62		50,303,554	1.88		1.00		to	3.10		(4.56)		to	(2.54)
	2021	2,249,934		17.65	to		29.98		55,688,323	1.25		1.00		to	3.10		19.20		to	21.72
	2020	2,406,081		14.50	to		25.16		51,269,948	1.58		1.00		to	3.10		(1.62)		to	0.47
	2019	2,380,279		14.43	to		25.57		53,222,998	1.44		1.00		to	3.10		24.97		to	27.62
MML Moderate Allocation Sub-Account (Initial Class)
	2023	7,711,185		16.67	to		21.68		159,162,925	3.30		0.95		to	2.60		10.98		to	12.82
	2022	8,783,827		15.02	to		19.21		161,103,074	3.27		0.95		to	2.60		(17.15)		to	(15.78)
	2021	9,831,320		18.13	to		22.81		214,743,239	1.34		0.95		to	2.60		9.12		to	10.94
	2020	11,897,524		16.61	to		20.57		235,097,461	2.55		0.95		to	2.60		7.71		to	9.50
	2019	17,179,709		15.42	to		18.78		310,792,789	2.52		0.95		to	2.60		15.54		to	17.46

F-88

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML Moderate Allocation Sub-Account (Service Class)
	2023	52,943,371	$	14.44	to	$	14.99	$	956,025,249	2.99	%	1.00	%	to	3.10	%	10.16	%	to	12.50	%
	2022	64,409,744		12.83	to		13.60		1,044,498,635	2.96		1.00		to	3.10		(17.71)		to	(15.96)
	2021	74,645,263		15.27	to		16.53		1,461,000,467	1.11		1.00		to	3.10		8.26		to	10.56
	2020	87,882,437		13.81	to		15.27		1,575,429,932	2.23		1.00		to	3.10		6.80		to	9.07
	2019	105,177,875		12.66	to		14.30		1,752,110,801	2.26		1.00		to	3.10		14.75		to	17.18
MML Short-Duration Bond Sub-Account
	2023	2,987,098		8.21	to		11.01		30,357,722	3.37		0.95		to	3.10		3.45		to	5.70
	2022	3,030,930		7.94	to		10.42		29,348,995	3.02		0.95		to	3.10		(10.80)		to	(8.86)
	2021	3,188,272		8.90	to		11.43		34,025,850	2.93		0.95		to	3.10		(1.41)		to	0.73
	2020	4,150,563		9.03	to		11.35		44,272,880	-		0.95		to	3.10		(1.75)		to	0.39
	2019	3,025,222		9.19	to		11.31		32,173,643	3.11		0.95		to	3.10		0.99		to	3.19
MML Small Cap Equity Sub-Account (Initial Class)
	2023	489,705		29.28	to		46.69		22,205,417	1.28		0.95		to	2.60		14.80		to	16.70
	2022	549,032		25.50	to		40.01		21,412,816	0.71		0.95		to	2.60		(18.04)		to	(16.67)
	2021	623,139		31.11	to		48.02		29,197,903	0.44		0.95		to	2.60		19.60		to	21.59
	2020	706,873		26.01	to		39.49		27,259,529	0.53		0.95		to	2.60		17.60		to	19.55
	2019	831,548		22.12	to		33.03		26,710,657	0.47		0.95		to	2.60		23.22		to	25.27
MML Small Cap Equity Sub-Account (Service Class)
	2023	1,093,197		20.29	to		26.49		25,292,942	1.04		1.00		to	3.10		13.94		to	16.35
	2022	1,141,426		17.44	to		23.25		23,617,332	0.43		1.00		to	3.10		(18.65)		to	(16.92)
	2021	1,198,581		20.99	to		28.58		30,289,216	0.27		1.00		to	3.10		18.71		to	21.23
	2020	1,169,902		17.31	to		24.08		25,344,927	0.30		1.00		to	3.10		16.72		to	19.20
	2019	1,184,188		14.53	to		20.63		22,694,629	0.26		1.00		to	3.10		22.30		to	24.89
MML Small Cap Growth Equity Sub-Account (Initial Class)
	2023	1,504,269		33.20	to		56.35		64,463,437	-		0.95		to	2.60		13.85		to	15.74
	2022	1,511,703		29.16	to		48.69		60,413,373	-		0.95		to	2.60		(25.13)		to	(23.88)
	2021	1,630,525		38.94	to		63.96		87,699,978	-		0.95		to	2.60		4.55		to	6.29
	2020	1,790,589		37.25	to		60.18		90,992,101	-		0.95		to	2.60		32.15		to	34.34
	2019	2,488,164		28.19	to		44.79		94,744,872	-		0.95		to	2.60		30.88		to	33.06
MML Small Cap Growth Equity Sub-Account (Service Class)
	2023	943,464		20.40	to		30.09		23,420,809	-		1.00		to	3.10		13.00		to	15.39
	2022	1,026,472		17.68	to		26.63		22,649,920	-		1.00		to	3.10		(25.69)		to	(24.11)
	2021	1,096,162		23.30	to		35.83		32,664,648	-		1.00		to	3.10		3.77		to	5.98
	2020	1,072,366		21.98	to		34.53		31,164,764	-		1.00		to	3.10		31.16		to	33.94
	2019	1,127,320		16.41	to		26.33		26,026,111	-		1.00		to	3.10		29.90		to	32.66
MML Small Company Value Sub-Account
	2023	1,095,035		18.95	to		30.20		24,402,246	0.86		1.00		to	3.10		12.39		to	14.77
	2022	1,202,832		16.51	to		26.87		23,768,684	-		1.00		to	3.10		(17.65)		to	(15.90)
	2021	1,245,949		19.64	to		32.63		29,889,996	0.19		1.00		to	3.10		21.30		to	23.88
	2020	1,280,052		15.85	to		26.90		25,549,702	0.06		1.00		to	3.10		5.60		to	7.84
	2019	1,254,816		14.70	to		25.47		24,665,122	0.08		1.00		to	3.10		21.43		to	24.01
MML Small/Mid Cap Value Sub-Account (Initial Class)
	2023	2,046,774		26.61	to		51.75		74,277,443	1.09		0.95		to	2.60		14.13		to	16.02
	2022	2,306,713		23.31	to		44.60		72,429,647	1.24		0.95		to	2.60		(17.85)		to	(16.49)
	2021	2,639,896		28.38	to		53.41		99,423,759	1.01		0.95		to	2.60		32.46		to	34.66
	2020	3,498,522		21.43	to		39.66		97,698,172	1.10		0.95		to	2.60		1.96		to	3.66
	2019	3,898,914		21.01	to		38.26		105,702,814	0.61		0.95		to	2.60		17.19		to	19.14

F-89

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
MML Small/Mid Cap Value Sub-Account (Service Class)
	2023	1,126,743	$	17.82	to	$	24.13	$	24,597,903	0.85	%	1.00	%	to	3.10	%	13.33	%	to	15.73	%
	2022	1,200,173		15.40	to		21.29		23,433,475	1.00		1.00		to	3.10		(18.46)		to	(16.73)
	2021	1,239,236		18.50	to		26.11		29,944,498	0.88		1.00		to	3.10		31.51		to	34.29
	2020	1,139,563		13.77	to		19.86		22,292,450	0.84		1.00		to	3.10		1.14		to	3.29
	2019	1,156,012		13.34	to		19.63		23,286,750	0.39		1.00		to	3.10		16.32		to	18.78
MML Special Situations Sub-Account (Service Class I)⁶
	2023	-		-	-		-		-	-		-		-	-		-		-	-
	2022	-		-	-		-		-	-		-		-	-		-		-	-
	2021	57,104		18.03	to		18.94		1,081,248	-		1.00		to	1.80		(0.39)		to	0.41
	2020	50,391		18.10	to		18.87		950,460	0.03		1.00		to	1.80		26.93		to	27.95
	2019	56,690		14.26	to		14.75		835,745	-		1.00		to	1.80		21.29		to	22.27
MML Strategic Emerging Markets Sub-Account (Service Class I)
	2023	986,758		8.31	to		11.83		11,198,336	-		1.00		to	3.10		0.07		to	0.09
	2022	1,048,803		7.77	to		10.83		10,939,529	0.03		1.00		to	3.10		(0.29)		to	(0.28)
	2021	1,062,107		10.95	to		14.95		15,351,011	-		1.00		to	3.10		(11.15)		to	(9.26)
	2020	1,017,814		12.33	to		16.47		16,215,171	0.20		1.00		to	3.10		13.68		to	16.09
	2019	1,150,619		10.84	to		14.19		15,739,019	0.01		1.00		to	3.10		21.36		to	23.93
MML Sustainable Equity Sub-Account (Initial Class)⁴
	2023	1,321,303		27.34	to		49.99		59,757,622	0.96		0.95		to	2.60		21.32		to	23.33
	2022	1,502,553		22.54	to		40.53		55,237,374	0.94		0.95		to	2.60		(19.14)		to	(17.80)
	2021	1,664,117		27.87	to		49.30		74,572,321	0.81		0.95		to	2.60		23.88		to	25.94
	2020	1,995,917		22.50	to		39.15		71,531,066	0.91		0.95		to	2.60		11.57		to	13.43
	2019	2,322,666		20.17	to		34.51		73,362,599	0.94		0.95		to	2.60		28.71		to	30.85
MML Sustainable Equity Sub-Account (Service Class)⁴
	2023	2,038,182		22.64	to		24.78		50,481,335	0.68		1.00		to	3.10		20.42		to	22.96
	2022	2,287,275		18.41	to		20.58		46,573,782	0.69		1.00		to	3.10		(19.72)		to	(18.02)
	2021	2,420,106		22.46	to		25.64		60,960,010	0.66		1.00		to	3.10		22.91		to	25.52
	2020	2,420,663		17.89	to		20.86		49,795,171	0.72		1.00		to	3.10		10.75		to	13.10
	2019	2,471,418		15.82	to		18.83		45,996,901	0.76		1.00		to	3.10		27.79		to	30.51
MML Total Return Bond Sub-Account
	2023	3,711,823		8.17	to		10.50		36,326,170	0.02		0.95		to	3.10		0.02		to	0.04
	2022	3,801,490		8.01	to		10.07		35,974,681	0.01		0.95		to	3.10		(0.17)		to	(0.16)
	2021	4,187,985		9.71	to		11.95		47,397,082	0.02		0.95		to	3.10		(0.05)		to	(0.02)
	2020	4,106,252		10.17	to		12.25		47,980,688	3.09		0.95		to	3.10		5.28		to	7.57
	2019	2,936,027		9.66	to		11.39		31,973,807	3.02		0.95		to	3.10		5.34		to	7.63
MML U.S. Government Money Market Sub-Account
	2023	12,230,273		6.92	to		9.63		116,713,676	4.52		0.95		to	3.10		1.45		to	3.65
	2022	14,291,056		6.82	to		9.29		131,305,870	1.38		0.95		to	3.10		(1.86)		to	0.26
	2021	9,905,255		6.95	to		9.27		90,771,755	-		0.95		to	3.10		(3.05)		to	(0.95)
	2020	15,675,879		7.17	to		9.36		143,711,817	0.17		0.95		to	3.10		(2.83)		to	(0.72)
	2019	8,074,717		7.37	to		9.42		75,534,222	1.69		0.95		to	3.10		(1.40)		to	0.75
Oppenheimer Global Multi-Alternatives Sub-Account
	2023	-		-	-		-		-	-		-		-	-		-		-	-
	2022	-		-	-		-		-	-		-		-	-		-		-	-
	2021	-		-	-		-		-	-		-		-	-		-		-	-
	2020	-		-	-		-		-	-		-		-	-		-		-	-
	2019⁶	2		8.54	to		9.51		-	1.11		0.95		to	3.10		2.36		to	3.08
PIMCO CommodityRealReturn® Strategy Sub-Account
	2023	985,786		5.17	to		7.39		6,856,177	16.20		0.95		to	3.10		(10.74)		to	(8.80)
	2022	1,187,713		5.79	to		8.10		9,095,267	21.08		0.95		to	3.10		5.36		to	7.64
	2021	1,195,842		5.50	to		7.53		8,564,039	4.06		0.95		to	3.10		29.05		to	31.85
	2020	1,401,409		4.26	to		5.71		7,627,491	6.33		0.95		to	3.10		(1.86)		to	0.27
	2019	1,661,426		4.34	to		5.70		9,033,874	4.33		0.95		to	3.10		7.95		to	10.30
PIMCO Income Sub-Account⁷
	2023	212,500		-	-		9.95		2,114,179	5.24		0.95		to	3.10		-		-	6.77
	2022	89,638		-	-		9.32		835,304	3.28		0.95		to	3.10		-		-	-

F-90

Notes To Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (Continued)

		At December 31,								For the Years Ended December 31,
										Investment
			Unit Value³							Income		Expense Ratio²					Total Return³
		Units	(Lowest to Highest)					Net Assets		Ratio¹		(Lowest to Highest)					(Lowest to Highest)
VY® CBRE Global Real Estate Sub-Account⁴
	2023	542,067	$	12.65	to	$	18.08	$	9,161,323	1.78	%	0.95	%	to	3.10	%	8.91	%	to	11.27	%
	2022	599,231		11.61	to		16.25		9,135,382	3.01		0.95		to	3.10		(27.41)		to	(25.83)
	2021	660,849		16.00	to		21.91		13,624,068	2.65		0.95		to	3.10		30.05		to	32.87
	2020	807,288		12.30	to		16.49		12,571,760	5.83		0.95		to	3.10		(7.94)		to	(5.94)
	2019	948,461		13.36	to		17.53		15,751,756	2.58		0.95		to	3.10		20.55		to	23.17

¹The investment income ratios represent the dividends, excluding distributions of capital gains, received by the sub-accounts from the underlying mutual fund, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that are assessed against contract owner accounts either through reductions in the unit values or the redemption of units. The recognition of investment income by the sub-accounts is affected by the timing of the declaration of dividends by the underlying fund in which the sub-account invests.

²The expense ratios represent the annualized contract expense of the sub-accounts of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction of unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund have been excluded.

³The total returns are for the periods indicated, including changes in the value of the underlying fund, and the expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. As the total return is presented as a range of minimum to maximum values, based on the product grouping representing the related minimum and maximum expense ratio amounts, some individual contract total returns and unit values are not within the ranges presented.

⁴See Note 2 to the financial statements for the previous name of this Sub-Account.

⁵After the close of business on April 29, 2022, Invesco V.I. Core Plus Bond Fund acquired all the net assets of Invesco V.I. Core Bond Fund pursuant to a plan of reorganization approved by the Board of Trustees of the Invesco V.I. Core Plus Bond Fund on December 1, 2021 and by the shareholders of the Invesco V.I. Core Bond Fund on March 31, 2022. The acquisition was accomplished by a tax-free exchange as of the close of business on April 29, 2022. Shares of Invesco V.I. Core Bond Fund were exchanged for the like class of shares of Invesco V.I. Core Plus Bond Fund, based on the relative net asset value of the two funds which resulted in Invesco V.I. Core Bond Fund receiving 1.15816327 shares of Invesco V.I. Core Plus Bond Fund in exchange of 1 share of Invesco V.I Core Bond Fund. As a result of the underlying fund merger, the subaccount name changed from Invesco V.I. Core Bond to Invesco V.I. Core Plus Bond. Financial highlights for the years 2018-2021 correspond to the Invesco V.I. Core Bond Sub-Account.

⁶For the period January 1, 2022 to November 4, 2022. Effective November 4, 2022 this Sub-Account liquidated and any contract value in the Sub-Account after the close of the New York Stock Exchange on November 4, 2022 was automatically transferred to the MML U.S. Government Money Market Sub-Account.

⁷This fund/sub-account became available to the Separate Account as an investment option on February 28, 2022, but it is presented from the year when the investment or unit activity has been started.

⁸This fund/sub-account became available to the Separate Account as an investment option on May 1, 2023, but it is presented from the year when the investment or unit activity has been started.

F-91

Notes To Financial Statements (Continued)

8.		*Financial Highlights (Continued)*

B.	The Separate Account assesses charges associated with the contract. These charges are either assessed as a direct reduction in unit values or through a redemption of units for all contracts contained within the Separate Account. The assessment of charges is based on the actual product and additional benefits or riders purchased.

	Mortality and Expense Risk Charge^* ^{This charge is assessed through a reduction in unit values.}	This charge is equal, on an annual basis, to 0.80% - 1.60% of the daily value of the assets invested in each fund.

	Administrative Charge^** ^{This charge is assessed through a reduction in unit values.}	This charge is equal, on an annual basis, to 0.15% of the daily value of the assets invested in each fund.

	Administrative Contract Maintenance Charge^***	$0 - $40 per contract, annually.
	This charge is assessed through the redemption of units.
	Contingent Deferred Sales Charge/Surrender Charge	0% - 8%
	This charge is assessed through the redemption of units.
	Payment Protector Charge This charge is assessed through a reduction in unit values.	This charge is equal, on an annual basis, to 0.00% - 0.50% of the daily value of the assets invested in each fund.

	Additional Death Benefit Options
	These charges are annualized and are assessed through either a reduction in unit values or the redemption of units.
	A. Reset Death Benefit^****	0.00% - 0.20%
	B. Ratchet Death Benefit^*****	0.00% - 0.70%
	C. 5% roll Up Death Benefit	0.00% - 0.40%
	D. Basic Death Benefit with Combination Feature	0.00% - 0.45%
	E. Return of Purchase Payment	0.00% - 0.35%

F-92

Notes To Financial Statements (Continued)

8.	*Financial Highlights* (Continued)

		Rider Charges
		These charges are annualized and are assessed through either a reduction in unit values or the redemption of units.
		A. Equalizer Benefit	0.00% - 0.50%
		B. Nursing Home Waiver	0.00% - 0.05%
		C. Earnings Enhancement Benefit	0.00% - 0.30%
		D. 10% / 20% Free Withdrawal Amount	0.00% - 0.25%
		E. 15% / 30% Free Withdrawal Amount	0.00% - 0.15%
		F. Guaranteed Minimum Income Benefit (GMIB)	0.00% - 1.50%
		G. Guaranteed Minimum Accumulation Benefit (GMAB)	0.00% - 1.40%
		H. Guaranteed Lifetime Withdrawal Benefit (GLWB)	0.00% - 1.60%

	^*	For MM Artistry the charges are 1.03% but right reserved to increase to 1.25%.
	^**	Right reserved to increase to .25%.
	^***	Right reserved to increase to $60.
	^****	For Panorama Passage the charge for the Reset Death Benefit is 0.10% on an annual basis of the daily value of the certificate value allocated to the funds and the fixed accounts, unless the charge exceeds the maximum charge, in which case, the charge is the maximum charge. The maximum charge is 0.20% on an annual basis of the daily value of the certificate value allocated to the funds.
	^*****	The Ratchet Death Benefit is 0.25% for Panorama Passage and 0.15% for Panorama Premier on an annual basis of the daily value of the certificate value allocated to the funds and the fixed accounts, unless that charge exceeds the maximum, in this case the charge is the maximum charge. The maximum charge is 0.35% if age 60 or less at certificate issue, 0.50% if age 61 through age 70 at certificate issue, and 0.70% if age 71 or older at certificate issue, of the certificate value allocated to the funds.

	Certain contracts may offer credits which will result in the purchase of units.

SUBSEQUENT EVENTS

The Separate Account’s management has reviewed events occurring through March 7, 2024, the date the financial statements were issued, and no subsequent events occurred requiring accrual or disclosure.

F-93

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
Exhibit (b)	Not Applicable.
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
	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
	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
Exhibit (d)	i.	Template Individual Variable Deferred Annuity Contract with Flexible Purchase Payments – Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-202684 filed September 8, 2015
	ii.	Template Contract Schedule(s) – Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-202684 filed September 8, 2015
	iii.	Fixed Account for Dollar Cost Averaging Rider – Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-202684 filed September 8, 2015
	iv.	Return of Purchase Payment Death Benefit Rider – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-202684 filed May 29, 2015
	v.	Nursing Home and Hospital Withdrawal Benefit Rider – Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-202684 filed September 8, 2015
	vi.	Terminal Illness Withdrawal Benefit Rider – Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-202684 filed September 8, 2015
	vii.	Guaranteed Minimum Accumulation Benefit Rider (12 Year Benefit) – Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-202684 filed September 8, 2015
	viii.	Guaranteed Minimum Accumulation Benefit Rider (20 Year Benefit) – Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement File No. 333-202684 filed September 8, 2015
	ix.	Unisex Rider – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-202684 filed May 29, 2015
	x.	Qualified Plan Rider – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-202684 filed May 29, 2015
	xi.	Individual Retirement Annuity Rider – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-202684 filed May 29, 2015


	xii.	Roth Individual Retirement Annuity Rider – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-202684 filed May 29, 2015
	xiii.	SIMPLE IRA Rider – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-202684 filed May 29, 2015
Exhibit (e)	i.	Individual Variable Deferred Annuity Contract Application – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-202684 filed May 29, 2015
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
	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
Exhibit (g)	Not Applicable.
Exhibit (h)	i.	Fund Participation Agreements
		a.	AIM Funds (Invesco Funds)
			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
				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
				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
				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
				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
			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
				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
				ii.	Amendment No. 2 effective April 1, 2022 – Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement File No. 333-255824 filed April 25, 2023
			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
		b.	Fidelity^®Funds
			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
				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
				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
				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
				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
				v.	Amendment dated October 18, 2023 – Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement File No. 333-255824 filed on or about April 25, 2024


	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
	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
		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
		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
		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
		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
	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
		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
		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
		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
c.	Ivy Funds
	1.	Participation Agreement dated as of October 25, 2012 (Waddell & Reed, Inc., Ivy Funds Variable Insurance Portfolios and Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company) – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-255824 filed August 24, 2021
		i.	First Amendment dated January 18, 2013 – Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement File No. 333-255824 filed August 24, 2021
		ii.	Second Amendment dated June 12, 2015 – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021
		iii.	Third Amendment dated February 18, 2016 – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021
		iv.	Fourth Amendment dated October 1, 2016 – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021
		v.	Fifth Amendment dated March 1, 2017 – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021
		vi.	Sixth Amendment dated May 1, 2021 regarding Rules 30e-3 and 498a – Incorporated by reference to Initial Registration Statement to Registration Statement File No. 333-112626 filed January 27, 2022
		vii.	Seventh Amendment dated October 20, 2021 (C.M. Life Insurance Company becomes a party to the Agreement) – Incorporated by reference to Post-Effective Amendment No. 35 to Registration Statement File No. 333-112626 filed January 27, 2022
	2.	Services Agreement dated October 25, 2012 by and among Waddell & Reed, Inc., Massachusetts Mutual Life Insurance Company and MML Distributors, LLC – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021
		i.	Amendment No. 1 effective April 1, 2014 – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021


		ii.	Amendment No. 2 effective April 15, 2015 – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021
		iii.	Amendment No. 3 dated October 1, 2016 – Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement File No. 333-206438 filed November 15, 2021
		iv.	Amendment No. 4 dated October 20, 2021 (C.M. Life Insurance Company becomes a party to the Agreement) – Incorporated by reference to Post-Effective Amendment No. 35 to Registration Statement File No. 333-112626 filed January 27, 2022
d.	MML Funds
	1.	Participation Agreement dated August 15, 2008 (MML Series Investment Fund, American Funds Insurance Series, Capital Research and Management Company, and Massachusetts Mutual Life Insurance Company) – Incorporated by reference to Initial Registration Statement File No. 333-259818 filed September 27, 2021
	2.	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
		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
		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
		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
		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
		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
		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
		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
		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
		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
e.	MML II Funds
	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
		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
		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
		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
		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
		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


				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
				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
				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
				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
				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
				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
	ii.	Rule 22c-2 Agreements (Shareholder Information Agreements)
		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
			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
		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
		c.	Ivy Funds Variable Insurance Portfolios Amended and Restated Agreement dated November 13, 2012 (Massachusetts Mutual Life Insurance Company) – Incorporated by reference to Initial Registration Statement File No. 333-259818 filed September 27, 2021
		d.	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
		e.	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
Exhibit (i)	Not Applicable.
Exhibit (j)	Not Applicable.
Exhibit (k)	Opinion and Consent of Counsel as to the legality of the securities being registered – Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement File No. 333-202684 April 28, 2021


Exhibit (l)	i.	Auditor Consents:
		•	Company Financial Statements ^(*)
		•	Separate Account Financial Statements ^(*)
	ii.	a.	Powers of Attorney for:
			•	Roger W. Crandall
			•	Mark T. Bertolini
			•	Kathleen A. Corbet
			•	James H. DeGraffenreidt, Jr.
			•	Isabel D. Goren
			•	Bernard A. Harris, Jr.
			•	Michelle K. Lee
			•	Jeffrey H. Leiden
			•	Laura J. Sen
			•	William T. Spitz
			•	H. Todd Stitzer
			•	Elizabeth A. Ward

			– Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement File No. 333-229670 filed September 1, 2023
		b.	Power of Attorney for Keith McDonagh
			– Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement File No. 333-255824 filed on or about April 25, 2024
	iii.	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
Exhibit (m)	Not Applicable.
Exhibit (n)	Not Applicable.

(*)

Filed herewith

Item 28. Directors and Officers of the Depositor

Directors of Massachusetts Mutual Life Insurance Company


Roger W. Crandall, Director, Chairman 1295 State Street Springfield, MA 01111 Mark T. Bertolini, Director PO Box 20917 700 Columbus Avenue New York, NY 10025 Jeffrey M. Leiden, Director 15 North Beach Road Hobe Sound, FL 33455 H. Todd Stitzer, Lead Director 1312 Casey Key Road Nokomis, FL 34275	Kathleen A. Corbet, Director 49 Cros Ridge Road New Canaan, CT 06840 James H. DeGraffenreidt, Jr., Director 1340 Smith Avenue, Suite 200 Baltimore, MD 21209 Laura J. Sen, Director 95 Pembroke Street, Unit 1 Boston, MA 02118 Bernard A. Harris, Jr., Director 3333 Allen Parkway, #1709 Houston, Texas 77019	Isabella D. Goren, Director 8030 Acoma Lane Dallas, TX 75252 William T. Spitz, Director 16 Wynstone Nashville, TN 37215 Michelle K. Lee, Director 19952 Moran Lane Saratoga, CA 95070

Principal Officers of Massachusetts Mutual Life Insurance Company

Roger W. Crandall, President and Chief Executive Officer
1295 State Street
Springfield, MA 01111

Julieta Sinisgalli, Treasurer
1295 State Street
Springfield, MA 01111

Michael J. O’Connor, General Counsel
1295 State Street
Springfield, MA 01111

Elizabeth A. Ward, Chief Financial Officer
1295 State Street
Springfield, MA 01111

Dominic Blue, Head of Third-Party Distribution and New Markets
1295 State Street
Springfield, MA 01111

Paul LaPiana, Head of Brand, Product and Affiliated Distribution
1295 State Street
Springfield, MA 01111

Keith McDonagh, Corporate Controller
10 Fan Pier Boulevard
Boston, MA 02210

Eric Partlan, Chief Investment Officer
1295 State Street
Springfield, MA 01111

John Rugel, Head of Operations
1295 State Street
Springfield, MA 01111

Susan Cicco, Head of Human Resources & Employee Experience
1295 State Street
Springfield, MA 01111

Sears Merritt, Head of Technology & Experience
1295 State Street
Springfield, MA 01111

Geoffrey Craddock, Chief Risk Officer
10 Fan Pier Boulevard
Boston, MA 02210

Akintokunbo Akinbajo, Corporate Secretary
1295 State Street
Springfield, MA 01111

Item 29. Persons Controlled by or Under Common Control with the Depositor or the Registrant

– Incorporated by reference to Item 32 on Form N-6 in Post-Effective Amendment No. 3 to Registration Statement File No. 333-259818 filed on or about April 25, 2024

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
John Vaccaro	Director, Chief Executive Officer, Chairman of the Board, and Agency Field Force Supervisor	^(*)
Vaughn Bowman	Director and President	^(*)
Geoffrey Craddock	Director	10 Fan Pier Boulevard Boston, MA 02210
Paul LaPiana	Director	^(*)
Jennifer Reilly	Director	10 Fan Pier Boulevard Boston, MA 02210
David Mink	Vice President and Chief Operations Officer	11215 North Community House Rd. Charlotte, NC 28277
Frank Rispoli	Chief Financial Officer and Treasurer	^(*)
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	^(*)
Daken Vanderburg	Vice President	^(*)
Brian Foley	Vice President	^(*)
James Langham	Vice President	^(*)
Mary B. Wilkinson	Vice President	11215 North Community House Rd. Charlotte, NC 28277
David Holtzer	Field Risk Officer	11215 North Community House Rd. Charlotte, NC 28277
Amy Francella	Assistant Secretary	^(*)
Alyssa O’Connor	Assistant Secretary	^(*)
Pablo Cabrera	Assistant Treasurer	^(*)
Jeffrey Sajdak	Assistant Treasurer	^(*)
Julieta Sinisgalli	Assistant Treasurer	^(*)
Kevin Lacomb	Assistant Treasurer	^(*)
Tricia Cohen	Continuing Education Officer	^(*)
Mario Morton	Registration Manager	^(*)
Kelly Pirrotta	AML Compliance Officer	^(*)
John Rogan	Regional Vice President	^(*)
Michelle Pedigo	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 and 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	^(*)
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	^(*)
Lisa Todd	Vice President	^(*)
Delphine Soucie	Vice President	^(*)
Alyssa O’Connor	Assistant Secretary	^(*)
Pablo Cabrera	Assistant Treasurer	^(*)
Jeffrey Sajdak	Assistant Treasurer	^(*)
Julieta Sinisgalli	Assistant Treasurer	^(*)
Mario Morton	Registration Manager	^(*)
Kelly Pirrotta	AML Compliance Officer	^(*)

(*)

1295 State Street, Springfield, MA 01111-0001


	(c)	Compensation From the Registrant For information about all commissions and other compensation received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’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 Registrant 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 Select^SMII (“Transitions Select II”) 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 24^thday of April, 2024.

MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
(Registrant)

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)


By	ROGER W. CRANDALL* Roger W. Crandall President 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 (principal executive officer)	April 24, 2024
ELIZABETH A. WARD * Elizabeth A. Ward	Chief Financial Officer (principal financial officer)	April 24, 2024
KEITH MCDONAGH * Keith McDonagh	Corporate Controller (principal accounting officer)	April 24, 2024
MARK T. BERTOLINI * Mark T. Bertolini	Director	April 24, 2024
KATHLEEN A. CORBET * Kathleen A. Corbet	Director	April 24, 2024
JAMES H. DEGRAFFENREIDT, JR. * James H. DeGraffenreidt, Jr.	Director	April 24, 2024
ISABELLA D. GOREN * Isabella D. Goren	Director	April 24, 2024
BERNARD A. HARRIS, JR. * Bernard A. Harris, Jr.	Director	April 24, 2024
MICHELLE K. LEE * Michelle K. Lee	Director	April 24, 2024
JEFFREY M. LEIDEN * Jeffrey M. Leiden	Director	April 24, 2024
LAURA J. SEN * Laura J. Sen	Director	April 24, 2024
WILLIAM T. SPITZ * William T. Spitz	Director	April 24, 2024
H. TODD STITZER * H. Todd Stitzer	Director	April 24, 2024
/s/ GARY F. MURTAGH * Gary F. Murtagh Attorney-in-Fact pursuant to Powers of Attorney