<PAGE>
File Nos. 33-
811-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
INITIAL REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Pre-Effective Amendment No. ___ Post-Effective Amendment No. ___
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. __
(Check appropriate box or boxes.)
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4
(Exact Name of Registrant)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Name of Depositor)
1295 State Street, Springfield, MA 01111
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (413) 744-8411
Name and Address of Agent for Service:
Stephen R. Bosworth
Vice President and Associate General Counsel
Massachusetts Mutual Life Insurance Company
1295 State Street, H536
Springfield, Massachusetts 01111
Notices and Communications to:
James M. Rodolakis
Counsel
Massachusetts Mutual Life Insurance Company
1295 State Street, H536
Springfield, Massachusetts 01111
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this filing.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
N-4 Item Caption in Prospectus
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<S> <C>
1............................................................. Cover Page
2............................................................. Definitions
3............................................................. Table of Fees and Expenses
4............................................................. Not Applicable
5............................................................. MassMutual, the Separate
Account and the Funds
6............................................................. Certificate Charges;
Distribution
7............................................................. Miscellaneous Provisions;
The Contract and Certificates; Reservation of
Rights; Participant's Voting Rights
8............................................................. The Annuity (Pay-Out)
Period
9............................................................. The Death Benefit
10............................................................ The Accumulation (Pay-In)
Period; Distribution
11............................................................ Right to Return Certificate;
Redemption Privilege
12............................................................ Federal Tax Status
13............................................................ None
14............................................................ Additional Information
</TABLE>
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<TABLE>
<CAPTION>
Caption in Statement of
Additional Information
----------------------
<S> <C>
15............................................................ Cover Page
16............................................................ Table of Contents
17............................................................ General Information
18............................................................ Distribution and Administration
19............................................................ Purchase of Securities Being Offered
20............................................................ Distribution and Administration
21............................................................ Performance Measures
22............................................................ Annuity Provisions
23............................................................ Reports of Independent
Accountants and Financial
Statements
</TABLE>
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PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4 AND
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
PROSPECTUS - ____________, 1998
THE INDIVIDUAL CERTIFICATES UNDER A DEFERRED VARIABLE ANNUITY CONTRACT WITH
FLEXIBLE PURCHASE PAYMENTS (the "Certificates") described in this Prospectus
provide for accumulation of Certificate Values and payment of annuity payments
on a fixed and variable basis. The Certificates are designed for use by
individuals on a Qualified or Non-Qualified basis. The minimum initial Purchase
Payment for a Non-Qualified Certificate is $5,000 and $2,000 for a Qualified
Certificate.
Purchase Payments for the Certificates will be allocated as specified by the
Participant, to the Fixed Account and/or to a separate account designated
Massachusetts Mutual Variable Annuity Separate Account 4 (the "Separate
Account") of Massachusetts Mutual Life Insurance Company (the "Company"). The
Company may allocate initial Purchase Payments to the Money Market Sub-Account
of the Separate Account during the Right to Examine Certificate Period. (See
Highlights.) The Separate Account invests in shares of Panorama Series Fund,
Inc. ("Panorama Fund") and Oppenheimer Variable Account Funds ("Oppenheimer
Funds"). The Panorama Fund is a series fund with six (6) of its Portfolios
currently available to Owners of Certificates: LifeSpan Diversified Income
Portfolio, Total Return Portfolio, LifeSpan Balanced Portfolio, LifeSpan Capital
Appreciation Portfolio, Growth Portfolio, and International Equity Portfolio.
Oppenheimer Funds is a series fund with two (2) of its Funds currently
available: Oppenheimer Money Fund and Oppenheimer Bond Fund.
This Prospectus concisely sets forth the information a prospective investor
should know before investing and should be kept for future reference. Additional
information about the Certificates is contained in the Statement of Additional
Information which is available at no charge. The Statement of Additional
Information has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. For the Statement of Additional Information,
call (800) 234-5606 or write to: Panorama Premier, Annuity Products, H305, P.O.
Box 9067, Springfield, Massachusetts 01101.
ANY INQUIRIES CAN BE MADE BY TELEPHONE OR IN WRITING TO MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY AT ITS ANNUITY SERVICE CENTER, P.O. BOX 419204, KANSAS
CITY, MO 64141-6204, (800) 569-6576 OR 301 WEST 11TH STREET, FOURTH FLOOR,
KANSAS CITY, MO 64105.
- --------------------------------------------------------------------------------
The Certificates are not deposits or obligations of, or guaranteed or endorsed
by, any financial institution and are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.
Investment in the Certificates is subject to risk that may cause the value of
the Participant's investment to fluctuate, and when the Certificates are
surrendered, the value may be higher or lower than the purchase payment.
- --------------------------------------------------------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUSES OF
OPPENHEIMER VARIABLE ACCOUNT FUNDS AND PANORAMA SERIES FUND INC.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
1
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Table of Contents
<TABLE>
<CAPTION>
Page
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<S> <C>
Definitions.............................................................................................. 4
Highlights............................................................................................... 6
Table of Fees and Expenses............................................................................... 8
The Company.............................................................................................. 9
The Separate Account..................................................................................... 9
Eligible Investments............................................................................... 10
Panorama Series Fund, Inc.......................................................................... 10
Oppenheimer Variable Account Funds................................................................. 10
Voting Rights...................................................................................... 11
Substitution of Securities......................................................................... 11
The Fixed Account........................................................................................ 11
Charges and Deductions................................................................................... 11
Deduction for Mortality and Expense Risk Charge.................................................... 11
Deduction for Administrative Charge................................................................ 12
Deduction for Annual Certificate Maintenance Charge................................................ 12
Deduction for Premium and Other Taxes.............................................................. 12
Deduction for Fund Expenses........................................................................ 12
Deduction for Transfer Fee......................................................................... 12
Deduction for Contingent Deferred Sales Charge..................................................... 13
Free Withdrawals................................................................................... 13
The Contract and Certificates............................................................................ 14
Participant........................................................................................ 14
Joint Participants................................................................................. 14
Annuitant.......................................................................................... 14
Assignment......................................................................................... 14
Purchase Payments and Certificate Value.................................................................. 14
Purchase Payments.................................................................................. 14
Allocation of Purchase Payments.................................................................... 15
Certificate Value.................................................................................. 15
Accumulation Units................................................................................. 15
Accumulation Unit Value............................................................................ 15
Transfers................................................................................................ 15
Transfers During the Accumulation Period........................................................... 15
Transfers During the Annuity Period................................................................ 16
Dollar Cost Averaging.............................................................................. 16
Rebalancing Program................................................................................ 17
Withdrawals.............................................................................................. 17
Systematic Withdrawals............................................................................. 17
Suspension or Deferral of Payments................................................................. 18
Terminal Illness Benefit........................................................................... 18
Proceeds Payable on Death................................................................................ 19
Death of Participant During the Accumulation Period................................................ 19
Death Benefit Amount During the Accumulation Period................................................ 19
Death Benefit Options During the Accumulation Period............................................... 19
Death of Participant During the Annuity Period..................................................... 19
Death of Annuitant................................................................................. 19
Payment of Death Benefit........................................................................... 20
Beneficiary........................................................................................ 20
Change of Beneficiary.............................................................................. 20
Annuity Provisions....................................................................................... 20
Annuity Guidelines................................................................................. 20
Annuity Payments................................................................................... 20
</TABLE>
2
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<TABLE>
<CAPTION>
Page
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<S> <C>
Fixed Annuity....................................................................................... 21
Variable Annuity.................................................................................... 21
Annuity Units and Payments.......................................................................... 21
Annuity Unit Value.................................................................................. 21
Annuity Options..................................................................................... 21
Distribution.............................................................................................. 22
Performance Measures...................................................................................... 22
Standardized Average Annual Total Return............................................................ 22
Additional Performance Measures..................................................................... 22
Tax Status................................................................................................ 23
General............................................................................................. 23
Diversification..................................................................................... 23
Multiple Certificates............................................................................... 24
Tax Treatment of Assignments........................................................................ 24
Income Tax Withholding.............................................................................. 24
Tax Treatment of Withdrawals - Non-Qualified Certificates........................................... 24
Penalty Tax......................................................................................... 24
Qualified Plans..................................................................................... 25
H.R. 10 Plans................................................................................... 25
Individual Retirement Annuities................................................................. 25
Corporate Pension and Profit-Sharing Plans...................................................... 26
Section 457 Deferred Compensation ( "Section 457") Plans........................................ 26
Tax Treatment of Withdrawals - Qualified Certificates........................................... 26
Certificates Owned by Other Than Natural Persons.................................................... 27
Additional Information.................................................................................... 27
</TABLE>
3
<PAGE>
Definitions
Accumulation Period The period prior to the commencement of Annuity
Payments during which Purchase Payments may be made.
Accumulation Unit A unit of measure used to determine the value of
the Participant's interest in a Sub-Account of the
Separate Account during the Accumulation Period.
Annuitant The primary person upon whose life Annuity Payments
are to be made. For purposes of applicable Certificate
provisions, on or after the Annuity Date, reference to
the Annuitant also includes any joint Annuitant.
Annuity Date The date on which Annuity Payments begin.
Annuity Options Options available for Annuity Payments.
Annuity Payments The series of payments that will begin on the Annuity
Date.
Annuity Period The period which begins on the Annuity Date and ends
with the last Annuity Payment.
Annuity Reserve The assets which support a variable Annuity Option
during the Annuity Period.
Annuity Service Center The office indicated on the Cover Page of this
Prospectus to which notices, requests and Purchase
Payments must be sent. All sums payable by the Company
under a Certificate are payable only at the Annuity
Service Center.
Annuity Unit A unit of measure used to determine the amount of each
Variable Annuity Payment after the Annuity Date.
Beneficiary The person(s) or entity(ies) designated to receive the
death benefit provided by the Certificate.
Certificate An ownership interest issued by the Company to a
Participant (or two participants jointly) under the
Contract.
Certificate Anniversary An anniversary of the Issue Date of the Certificate.
Certificate Value The sum of the Participant's interest in the Fixed
Account and/or the Sub-Accounts of the Separate
Account during the Accumulation Period.
Certificate Year The first Certificate Year is the annual period which
begins on the Issue Date. Subsequent Certificate Years
begin on each anniversary of the Issue Date.
Contract An individual deferred variable annuity contract with
flexible purchase payments which is issued by the
Company.
Eligible Investment An investment entity into which assets of the Separate
Account will be invested.
4
<PAGE>
Fixed Account An investment option within the General Account
which may be selected during the Accumulation
Period.
Fixed Annuity A series of payments made during the Annuity Period
which are guaranteed as to dollar amount by the
Company.
General Account The Company's general investment account which
contains all the assets of the Company with the
exception of the Separate Account and other
segregated asset accounts.
Issue Date The date on which the Certificate became effective.
Non-Qualified Certificates Certificates other than Qualified Certificates which
do not receive favorable tax treatment under
Sections 401, 408 or 457 of the Internal Revenue
Code of 1986, as amended (the "Code").
Participant The person(s) or entity(ies) entitled to the
ownership rights stated in the Certificate.
Premium Tax A tax imposed by certain states and other
jurisdictions when a Purchase Payment is made, when
Annuity Payments begin, or when a Certificate is
surrendered.
Purchase Payment During the Accumulation Period, a payment made by or
on behalf of a Participant with respect to the
Certificate.
Qualified Certificates Certificates issued under Qualified Plans.
Qualified Plans Plans which receive favorable tax treatment under
Sections 401, 408, or 457 of the Code.
Separate Account The Company's Separate Account designated as
Massachusetts Mutual Variable Annuity Separate
Account 4.
Sub-Account Separate Account assets are divided into
Sub-Accounts. Assets of each Sub-Account will be
invested in shares of an available Eligible
Investment or a Portfolio or Fund of an Eligible
Investment. Currently the Eligible Investments are
the Panorama Fund and Oppenheimer Funds.
Valuation Date Each day on which the Company, the New York Stock
Exchange ("NYSE") and the Fund are open for
business. See the Prospectuses for the Panorama Fund
and Oppenheimer Funds.
Valuation Period The period of time beginning at the close of
business of the NYSE on each Valuation Date and
ending at the close of business for the next
succeeding Valuation Date.
Variable Annuity An annuity with payments which vary as to dollar
amount in relation to the investment performance of
specified Sub-Accounts of the Separate Account.
Written Request A request or notice in writing, in a form
satisfactory to the Company, which is received by
the Annuity Service Center.
5
<PAGE>
Highlights
General
A Participant may elect to have Purchase Payments allocated to a segregated
investment account of Massachusetts Mutual Life Insurance Company (the
"Company") which account has been designated Massachusetts Mutual Variable
Annuity Separate Account 4 (the "Separate Account") or to the Fixed Account of
the Company. The Company guarantees that it will credit a specified minimum
interest rate on amounts allocated to the Fixed Account. Under certain
circumstances, however, Purchase Payments may initially be allocated to the
Money Market Sub-Account of the Separate Account (see below). The Separate
Account invests in shares of certain Portfolios of Panorama Series Fund, Inc.
("Panorama Fund") and in shares of certain Funds of Oppenheimer Variable Account
Funds ("Oppenheimer Funds"). (See Eligible Investments.) Participant(s) bear the
investment risk for all amounts allocated to the Separate Account.
Right to Examine Certificate
The Certificate may be returned to the Company for any reason within ten (10)
calendar days (or twenty (20) calendar days of the date of receipt with respect
to the circumstances described in (c) below) after its receipt by the
Participant ("Right to Examine Certificate"). It may be returned to the Company
at its Annuity Service Center. When the Certificate is received at the Annuity
Service Center, it will be voided as if it had never been in force. Upon its
return, the Company will refund the Certificate Value next computed after
receipt of the Certificate by the Company at its Annuity Service Center except
in the following circumstances in which the Company will refund the greater of
Purchase Payments, less any withdrawals, or the Certificate Value: (a) where the
Certificate is purchased pursuant to an Individual Retirement Annuity; (b) in
those states which require the Company to refund Purchase Payments, less
withdrawals; or (c) in the case of Certificates (including Certificates
purchased pursuant to an Individual Retirement Annuity) which are deemed by
certain states to be replacing an existing annuity or insurance Certificate and
which require the Company to refund Purchase Payments, less withdrawals.
With respect to the circumstances described in (a) and (b) above, the Company
will allocate initial Purchase Payments to the Money Market Sub-Account until
the expiration of fifteen (15) days from the Issue Date. With respect to the
circumstances described in (c) above, the Company will allocate initial Purchase
Payments to the Money Market Sub-Account until the expiration of twenty-five
(25) days from the Issue Date. Upon the expiration of such fifteen (15) day
period (or twenty-five (25) day period respectively), the Sub-Account value of
the Money Market Sub-Account will be allocated to the Separate Account and/or
Fixed Account in accordance with any previous election made by the Participant.
Charges and Deductions
Mortality and Expense Risk Charge. Each Valuation Period, the Company deducts a
Mortality and Expense Risk Charge which is equal, on an annual basis, to 1.25%
of the average daily net asset value of the Separate Account. This charge
compensates the Company for assuming the mortality and expense risks under the
Certificates. (See Charges and Deductions-Deduction for Mortality and Expense
Risk Charge.)
Administrative Charge. Each Valuation Period, the Company deducts an
Administrative Charge which is currently equal, on an annual basis, to 0.15% of
the average daily net asset value of the Separate Account. This charge may be
increased but it cannot exceed 0.25% of the average daily net asset value of the
Separate Account. This charge compensates the Company for costs associated with
the administration of the Certificates and the Separate Account. (See Charges
and Deductions-Deduction for Administrative Charge.)
Withdrawals. During the Accumulation Period, the Participant may, upon Written
Request, make a total or partial withdrawal of Certificate Value. Withdrawals
may be subject to a Contingent Deferred Sales Charge. (See Withdrawals.)
Contingent Deferred Sales Charge. The Company does not deduct a sales charge
when it receives a Purchase Payment. However, if any part of Certificate Value
is withdrawn, a Contingent Deferred Sales Charge may be assessed by the Company.
Subject to the Free Withdrawal Amount and the Additional Free Withdrawal Amount
described below, Certificate withdrawals derived from a Purchase Payment
deposited with the Company for a period of seven years or less will be subject
to a Contingent Deferred Sale Charge ranging from 7% to 1%.
Free Withdrawal Amount. A Participant may withdraw the greater of:
(a) the portion of the Certificate Value attributable to positive investment
results, if any, on the date of withdrawal; or
(b) 10% of Purchase Payments remaining in the Certificate on the withdrawal
date reduced by any Free Withdrawal(s) previously taken during the
current Certificate Year.
Annual Certificate Maintenance Charge. Currently, there is an Annual Certificate
Maintenance Charge of $30 deducted on the last day of the Certificate Year. This
charge may be increased but it cannot exceed $60 per Certificate Year. In the
event of an increase, the Company will give Participants 90 days prior notice of
the increase. However, if the Certificate Value on the last day of the
Certificate Year is at least $100,000, then no Annual Certificate Maintenance
Charge will be deducted. If a total withdrawal is made on other than the last
day of the Certificate Year and the Certificate Value for the Valuation Period
during which the total withdrawal is made is less than $100,000, the full Annual
Certificate Maintenance Charge will be deducted at the time of the total
withdrawal. The Annual Certificate Maintenance Charge will be deducted from the
Sub-Accounts and the Fixed Account in the same proportion that the amount of the
Certificate Value in each Sub-Account and the Fixed Account bears to the total
Certificate Value. If the Annuity Date is not the last day of the Certificate
Year, then a pro-rata portion of the Annual Certificate Maintenance Charge will
be deducted on the Annuity Date. During the Annuity Period, the Annual Certifi-
6
<PAGE>
cate Maintenance Charge will be deducted pro-rata from Annuity Payments
regardless of Certificate size and will result in a reduction of each Annuity
Payment.
Premium Taxes. Premium Taxes may be charged against Purchase Payments or
Certificate Values. (See Charges and Deductions-Deduction for Premium and
Other Taxes.) The Company currently intends to advance any Premium Taxes that
may be due at the time Purchase Payments are made and then deduct a charge for
such Premium Taxes from a Participant's Certificate Value at the time Annuity
Payments begin or upon a total withdrawal if the Company is unable to obtain a
refund. Premium taxes generally range from 0% to 3.5%.
Transfer Fee. Under certain circumstances, a Transfer Fee may be assessed during
the Accumulation Period when a Participant makes a transfer from the Fixed
Account or any Sub-Account to another Sub-Account or the Fixed Account. In
addition, a Transfer Fee may be assessed during the Annuity Period when a
Participant makes a transfer from one Sub-Account to another Sub-Account or
from a Sub-Account to the Fixed Account. The Transfer Fee is the lesser of $20
or 2% of the amount transferred. (See Charges and Deductions - Deduction for
Transfer Fee.)
Federal Income Tax Penalty. There is a ten percent (10%) federal income tax
penalty applied to the income portion of any distribution from Non-Qualified
Certificates. However, the penalty is not imposed on amounts received: (a) after
the taxpayer reaches age 59 1/2; (b) after the death of the Participant; (c) if
the taxpayer is totally disabled (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies) of
the taxpayer and his or her Beneficiary; (e) under an immediate annuity; or (f)
which are allocable to purchase payments made prior to August 14, 1982. For
federal income tax purposes, withdrawals are deemed to be on a last-in,
first-out basis. (See Tax Status - Tax Treatment of Withdrawals - Non-Qualified
Certificates.) Separate tax withdrawal penalties and restrictions apply to
Qualified Certificates. For a further discussion of the taxation of the
Certificates, see Tax Status.
See Tax Status - Diversification for a discussion of owner control of the
underlying investments in a variable annuity certificate.
The Certificate
Transfers. Subject to certain conditions, Participants may make unlimited
transfers between Sub-Accounts and/or the Fixed Account during the Accumulation
Period and 6 transfers per calendar year during the Annuity Period. A transfer
from the Fixed Account is limited each Certificate Year to the greater of thirty
percent (30%) of the Participant's Certificate Value determined as of the last
day of the previous Certificate Year allocated to the Fixed Account or $30,000.
In addition, a ninety (90) day restriction exists for certain types of transfers
involving the Fixed Account or the Money Market Sub-Account. The Company
reserves the right to further limit the number of transfers in the future. The
Certificate provides for twelve (12) free transfers per calendar year during the
Accumulation Period and six (6) free transfers per calendar year during the
Annuity Period. Transfers made in excess of the number of free transfers will
result in the imposition of the Transfer fee. During the Annuity Period, the
Participant may, once each Certificate Year, make a transfer from one or more
Sub-Accounts to the General Account. However, transfers cannot be made from the
General Account to the Separate Account during the Annuity Period. (See
Transfers.)
Death Benefit. Prior to the Participant, or the oldest Joint Participant, or
the Annuitant, if the Participant is a non-natural person, attaining age 75, the
death benefit during the Accumulation Period will be at least equal to the
Purchase Payments, less any withdrawals including any applicable charges. (See
Proceeds Payable on Death for an additional discussion.)
Annuity Options. There are six (6) Annuity Options available for the Participant
to choose from. The Participant may elect to have the Certificate Value applied
to provide a Variable Annuity, a Fixed Annuity, or a combination Fixed and
Variable Annuity. (See Annuity Provisions for a further discussion.)
Maximum Issue Ages. The maximum issue age is Attained Age 85. This restriction
applies at the time of Certificate issue and upon any change in Participant or
Annuitant during the Accumulation Period and applies to both the Participant and
the Annuitant. For Joint Participants all provisions which are based upon age,
including the maximum issue age, are based on the age of the older of the Joint
Participants. If the Certificate is owned by a non-natural person, the
Participant shall mean Annuitant.
7
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Massachusetts Mutual Variable Annuity Separate Account 4
Table of Fees and Expenses
(see Note 1)
Participant Transaction Expenses
Transfer Fee............................... No charge is imposed for the first
(see Note 3) 12 transfers in a calendar year
during the Accumulation Period;
thereafter the fee is the lesser of
$20 or 2% of the amount
transferred. Only 6 transfers in a
calendar year are permitted during
the Annuity Period and there is no
fee for those 6 transfers.
Sales Load on Purchases.................... 0%
Maximum Contingent Deferred Sales Charge
Computed on Amounts Withdrawn (as
a percentage of Participant's Purchase
Payment) (see Note 2)...................... 7%
Annual Certificate Maintenance
Charge (see Note 4)........................ $30 per Certificate per Certificate
Year.
Separate Account Annual Expenses
(as a percentage of average account value)
Mortality and Expense Risk Charge.......... 1.25%
Administrative Charge (See Note 5)......... 0.15%
----
Total Separate Account Annual Expenses..... 1.40%
ELIGIBLE INVESTMENTS' ANNUAL EXPENSES FOR 1996
(as a percentage of the average net assets of a Portfolio)
<TABLE>
<CAPTION>
Panorama Panorama
LifeSpan Panorama Panorama LifeSpan Panorama
Oppenheimer Oppenheimer Diversified Total LifeSpan Capital Panorama International
Money Bond Income Return Balanced Appreciation Growth Equity
Fund Fund Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---- ---- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees........... 0.45% 0.74% 0.75% 0.55% 0.85% 0.85% 0.57% 1.00%
Other Expenses............ 0.04% 0.04% 0.32% 0.00% 0.32% 0.45% 0.01% 0.21%
Total Operating Expenses.. 0.49% 0.78% 1.07% 0.55% 1.17% 1.30% 0.58% 1.21%
(See the Prospectuses for Panorama Fund and Oppenheimer Funds for more information.)
</TABLE>
Examples (See Note 6)
A Participant would pay the following expenses on a $1,000 investment, assuming
the entire Certificate Value is allocated to the Separate Account, assuming a 5%
annual return on assets, assuming that the same Portfolio and Fund expenses as
shown above remain the same for the periods shown in the examples, and assuming
the Certificate is fully surrendered at the end of each time period.
<TABLE>
<CAPTION>
Panorama Panorama
LifeSpan Panorama Panorama LifeSpan Panorama
Oppenheimer Oppenheimer Diversified Total LifeSpan Capital Panorama International
Money Bond Income Return Balanced Appreciation Growth Equity
Fund Fund Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---- ---- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1......................... $ 85 $ 88 $ 91 $ 86 $ 92 $ 93 $ 86 $ 92
3......................... $112 $121 $129 $114 $132 $136 $115 $133
5......................... $137 $153 $167 $141 $172 $179 $142 $174
10........................ $232 $262 $292 $238 $302 $315 $241 $306
</TABLE>
A Participant would pay the following expenses assuming either 1) the
Certificate is not surrendered at the end of each time period, or 2) the
Certificate is annuitized at the end of each time period.
<TABLE>
<CAPTION>
Panorama Panorama
LifeSpan Panorama Panorama LifeSpan Panorama
Oppenheimer Oppenheimer Diversified Total LifeSpan Capital Panorama International
Money Bond Income Return Balanced Appreciation Growth Equity
Fund Fund Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---- ---- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1......................... $ 20 $ 23 $ 26 $ 21 $ 27 $ 29 $ 21 $ 28
3......................... $ 63 $ 72 $ 80 $ 64 $ 84 $ 88 $ 65 $ 85
5......................... $107 $123 $137 $111 $142 $149 $112 $144
10........................ $232 $262 $292 $238 $302 $315 $241 $306
</TABLE>
8
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Notes to Table Of Fees and Expenses
and Examples
1. The purpose of the Fee Table is to assist Participants in understanding the
various costs and expenses that a Participant will incur directly or
indirectly. The Examples assume an average Certificate Value of $35,000. The
Fee Table reflects expenses of the Separate Account as well as the Portfolios
of the Panorama Fund and the Funds of the Oppenheimer Funds. For additional
information, see "Charges and Deductions" in this Prospectus and the
Prospectuses for the Panorama Fund and Oppenheimer Funds.
2. A portion of a Participant's Certificate Value may be withdrawn each
Certificate Year without the assessment of a Contingent Deferred Sales Charge
(see Free Withdrawal Amount). After a Purchase Payment has been held by the
Company for seven years, such Purchase Payment may be withdrawn without
assessment of the Contingent Deferred Sales Charge. Under certain
circumstances and in certain jurisdictions, in the event of a terminal
illness Certificate Value may be withdrawn without the assessment of a
Contingent Deferred Sales Charge (see Terminal Illness Benefit). In addition,
a Contingent Deferred Sales Charge is not assessed against the payment of a
death benefit.
3. Transfers made by the Company at the end of the Right to Examine Certificate
period will not be counted in determining the application of the Transfer
Fee. The Transfer Fee is the lesser of $20 or 2% of the amount transferred.
All transfers made during a Valuation Period are deemed to be one transfer.
Currently, transfers made under the following circumstances will not be
counted in determining the application of the Transfer Fee: (i) transfers
made in conjunction with an approved dollar cost averaging program; and (ii)
transfers made in conjunction with the Rebalancing Program. (See Charges and
Deductions - Deduction for Transfer Fee and Dollar Cost Averaging and
Rebalancing Program.)
4. Currently, the Annual Certificate Maintenance Charge is $30 each Certificate
Year and is deducted on the last day of the Certificate Year. This charge may
be increased but it will not exceed $60 per Certificate Year. In the event of
an increase, the Company will give Participants 90 days prior notice of the
increase. However, if the Certificate Value on the last day of the
Certificate Year is at least $100,000, then no Annual Certificate Maintenance
Charge will be deducted. If a total withdrawal is made on other than the last
day of the Certificate Year and the Certificate Value for the Valuation
Period during which the total withdrawal is made is less than $100,000, the
full Annual Certificate Maintenance Charge will be deducted at the time of
the total withdrawal. The Annual Certificate Maintenance Charge will be
deducted from the Fixed Account and Sub-Accounts in the same proportion that
the amount of the Certificate Value in each Sub-Account and the Fixed Account
bears to the total Certificate Value. If the Annuity Date is not the last day
of the Certificate Year and the Certificate Value on the Annuity Date is less
than $100,000, then a pro-rata portion of the Annual Certificate Maintenance
Charge will be deducted on the Annuity Date. During the Annuity Period, the
Annual Certificate Maintenance Charge will be deducted pro-rata from Annuity
Payments regardless of Certificate size and will result in a reduction of
each Annuity Payment. (See Charges and Deductions - Deduction for Annual
Certificate Maintenance Charge.) The examples reflect the $30 Annual
Certificate Maintenance Fee as an annual charge of 0.09% of assets, based on
an anticipated average Certificate Value of $35,000.
5. The current Administrative Charge is equal on an annual basis to 0.15% of the
average daily net asset value of the Separate Account. The Company may
increase this charge to an amount not to exceed 0.25% of the average daily
net asset value of the Separate Account.
6. Premium Taxes are not reflected. Premium taxes may apply. (See Charges and
Deductions - Deduction for Premium and Other Taxes.)
7. The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
The Company
Massachusetts Mutual Life Insurance Company (the "Company") is a mutual life
insurance company chartered in 1851 under the laws of Massachusetts. The
Company's Home Office is located in Springfield, Massachusetts. The Company is
licensed to transact life, accident and health insurance business in all fifty
states of the United States, the District of Columbia, Puerto Rico and certain
provinces of Canada.
As of December 31, 1996, the Company had estimated statutory assets in excess of
$55 billion, and estimated total assets under management in excess of $130
billion.
The Separate Account
The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to Massachusetts insurance law on July 9, 1997
designated as Massachusetts Mutual Variable Annuity Separate Account 4. The
Separate Account is registered with the Securities and Exchange Commission as a
unit investment trust pursuant to the provisions of the Investment Company Act
of 1940, as amended.
The assets of the Separate Account are the property of the Company. However, the
assets of the Separate Account, equal to the reserves and other Certificate
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct. Income,
gains and losses, whether or not realized, are, in accordance with the
Certificates, credited to or charged against the Separate Account without regard
to other income, gains or losses of the Company. The Company's obligations
arising under the Certificates are general obligations. The Separate Account
meets the definition of a "separate account" under federal securities laws.
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The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Portfolio of the Panorama Fund (LifeSpan Diversified
Income Portfolio, Total Return Portfolio, LifeSpan Balanced Portfolio, LifeSpan
Capital Appreciation Portfolio, Growth Portfolio, and International Equity
Portfolio) or one Fund of the Oppenheimer Funds (Money Fund and Bond Fund).
There is no assurance that the investment objectives of any of the investment
options will be met. Participants bear the complete investment risk for Purchase
Payments allocated to a Sub-Account. Certificate Values will fluctuate in
accordance with the investment performance of the Sub-Accounts to which Purchase
Payments are allocated, and in accordance with the imposition of the fees and
charges assessed under the Certificates.
Eligible Investments
The following are the current Separate Account Eligible Investments that can be
selected as the underlying investments of the Certificate. While a brief summary
of the various investment options is set forth below, more comprehensive
information, including a discussion of potential risk, is found in the current
Prospectus for each of the Eligible Investments which are included with this
Prospectus.
Panorama Series Fund, Inc.
Panorama Series Fund, Inc. (the "Panorama Fund") is an open-end management
investment company. OppenheimerFunds, Inc. ("OFI"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, as amended,
("Investment Advisers Act") is the investment adviser to the Panorama Fund, and
performs sales and administrative functions relative to the Panorama Fund,
including the keeping of all records not maintained by the custodian. OFI has
operated as an investment adviser since 1959 and, together with a subsidiary,
manages companies with $62 billion in assets and 3 million shareholder accounts.
OFI is owned by Oppenheimer Acquisition Corporation, a holding company that is
owned in part by senior officers for OFI and controlled by the Company. The
address of OFI is Two World Trade Center, New York, NY 10048-0203.
OFI has engaged three Subadvisers to assist in the selection of portfolio
investments for the International Equity Portfolio, the LifeSpan Diversified
Income Portfolio, the LifeSpan Balanced Portfolio, and the LifeSpan Capital
Appreciation Portfolio. Babson-Stewart Ivory International ("Babson-Stewart"),
One Memorial Drive, Cambridge, MA 02142, is the Subadviser to the International
Equity Portfolio. Babson-Stewart is a partnership formed in 1987 between David
L. Babson & Co., Inc., a subsidiary of the Company and Stewart Ivory & Co.,
Ltd., located in Edinburgh, Scotland. BEA Associates, 599 Lexington Avenue, 36th
Floor, New York, NY 10022, is the Subadviser to the high yield bond components
of the LifeSpan Portfolios. Pilgrim, Baxter & Associates ("Pilgrim Baxter"),
1255 Drummers Lane, Wayne, PA 19087, is the Subadviser to the small cap
components of the LifeSpan Portfolios.
OFI provides investment advice for the remaining Portfolios available under the
Certificate. See the accompanying prospectus for the Panorama Fund for more
information.
Panorama Fund Lifespan Diversified Income Portfolio
(Diversified Income Portfolio)
The Diversified Income Portfolio is designed for the investor with a relatively
low tolerance for risk who is seeking current income with some long-term
inflation protection. The Diversified Income Portfolio seeks high current
income, with opportunities for capital appreciation through a strategically
allocated portfolio consisting primarily of fixed-income securities.
Panorama Fund Total Return Portfolio
The investment objective of the Total Return Portfolio is to maximize the total
investment return (including capital appreciation and income) by allocating its
assets among stocks, corporate bonds, securities issued by the U.S. Government
and its instrumentalities, and money market instruments according to changing
market conditions.
Panorama Fund Lifespan Balanced Portfolio
(Balanced Portfolio)
The Balanced Portfolio is designed for the investor seeking a blend of capital
appreciation and income. The Balanced Portfolio seeks a blend of capital
appreciation and income through a strategically allocated portfolio of equity
securities and fixed-income securities with a slightly stronger emphasis on
equity securities.
Panorama Fund Lifespan Capital Appreciation Portfolio
(Capital Appreciation Portfolio)
The Capital Appreciation Portfolio is designed for the investor seeking capital
appreciation. The Capital Appreciation Portfolio seeks long-term capital
appreciation through a strategically allocated portfolio consisting primarily of
equity securities. Current income is not a primary consideration.
Panorama Fund Growth Portfolio
The investment objective of the Growth Portfolio is to achieve long-term growth
of capital by investing primarily in common stocks with low price-earnings
ratios and better than anticipated earnings.
Panorama Fund International Equity Portfolio
The investment objective of the International Equity Portfolio is to achieve
long-term growth of capital by investing primarily in equity securities (such as
common stocks) of non-U.S. issuers trading for the most part in non-U.S.
markets.
Oppenheimer Variable Account Funds
Oppenheimer Variable Account Funds (the "Oppenheimer Funds") is an open-end
management investment company. The Funds' investment adviser is
OppenheimerFunds, Inc. ("OFI").
Oppenheimer Money Fund. The Money Fund seeks the maximum current income from
investments in "money market" securities consistent with low capital risk and
the maintenance of liquidity. Its shares are neither insured nor guaranteed by
the
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U.S. government, and there is no assurance that this Fund will be able to
maintain a stable net asset value of $1.00 per share.
Oppenheimer Bond Fund. The Bond Fund seeks a high level of current income from
investment in high yield fixed-income securities rated "Baa" or better by
Moody's or "BBB" or better by Standard & Poor's. Secondarily, this Fund seeks
capital growth when consistent with its primary objective.
THERE IS NO ASSURANCE THAT ANY INVESTMENT OPTION WILL ACHIEVE ITS STATED
OBJECTIVE. More detailed information, including a description of each investment
option's investment objective and policies and a description of risks involved
in investing in each of the investment options and each investment option's fees
and expenses, is contained in the prospectuses for the Panorama Fund and
Oppenheimer Funds, current copies of which are attached to this Prospectus.
Information contained in the Panorama Fund's prospectus and Oppenheimer Funds'
prospectus should be read carefully before making allocation to a Sub-Account of
the Separate Account.
Voting Rights
In accordance with its view of present applicable law, the Company will vote the
shares of the Eligible Investment held in the Separate Account at special
meetings of the shareholders in accordance with instructions received from
persons having the voting interest in the Separate Account. The Company will
vote shares for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions. The Eligible Investments do not hold regular meetings of
shareholders.
The number of shares which a person has a right to vote will be determined as of
a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of the Eligible Investment. Voting instructions will be
solicited by written communication at least ten (10) days prior to the meeting.
Substitution of Securities
If the shares of the Eligible Investments (or any Portfolio or Fund within an
Eligible Investment or any other funding vehicle made available under the
Certificates), are no longer available for investment by the Separate Account
or, if in the judgment of the Company's Board of Directors, further investment
in the shares should become inappropriate in view of the purpose of the
Certificates, the Company may limit further purchase of such shares or may
substitute shares of another funding vehicle for shares already purchased under
the Certificates. No substitution of securities may take place without prior
approval of the Securities and Exchange Commission and under the requirements it
may impose.
The Fixed Account
The Fixed Account is an investment option within the General Account of the
Company. Payments may be allocated to the Fixed Account to the extent elected by
the Participant at the time such payment is made. In addition, all or part of
the Participant's Certificate Value may be transferred to the Fixed Account as
described under "Transfers." Because of applicable exemptive and exclusionary
provisions, interests in the Fixed Account have not been registered under the
Securities Act of 1933 (the "1933 Act") nor has the Fixed Account been
registered under the Investment Company Act of 1940 (the "1940 Act"). Therefore,
neither the Fixed Account nor any interest therein is generally subject to
regulation under the provisions of the 1933 Act or the 1940 Act. Accordingly,
the Company has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosure in this Prospectus relating to the
Fixed Account.
Assets supporting amounts allocated to the Fixed Account become part of the
Company's General Account assets and are available to fund the claims of all
creditors of the Company. All of the Company's General Account assets will be
available to fund benefits under the Certificates. The Participant does not
participate in the investment performance of the assets of the Company's Fixed
Account. Instead, a specified rate of interest, declared in advance, is credited
to amounts allocated to the Fixed Account. This rate is guaranteed to be at
least 3% per year ("Guaranteed Minimum Rate"). The Company may, at its sole
discretion, credit a higher rate of interest ("excess interest") for any period
specified in advance by the Company. However, the Company is not obligated to
credit interest in excess of the 3% Guaranteed Minimum Rate per year, and might
not do so. The Participant assumes the risk that interest credited may not
exceed the guaranteed minimum rate.
Charges and Deductions
Various charges and deductions are made from the Certificate Value and the
Separate Account. These charges and deductions are:
Deduction for Mortality and
Expense Risk Charge
Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
which is equal, on an annual basis, to 1.25% of the average daily net asset
value of the Separate Account. The mortality risks assumed by the Company arise
from its contractual obligation to make Annuity Payments after the Annuity Date
(determined in accordance with the Annuity Option chosen by the Participant)
regardless of how long all Annuitants live. This assures that neither an
Annuitant's own longevity, nor an improvement in life expectancy greater than
expected, will have any adverse effect on the Annuity Payments the Annuitant
will receive under the Certificate. Further, the Company bears a mortality risk
in that it guarantees the annuity purchase rates for the Annuity Options under
the Certificate whether for a Fixed Annuity or a Variable Annuity. Also, there
is a mortality risk borne by the Company with respect to the death benefit and
to the waiver of the Contingent Deferred Sales Charge upon the death of the
Owner. The expense risk assumed by the Company is that all actual expenses
involved in administering the Certificates, including Certificate maintenance
costs, administrative costs, mailing costs, data processing costs, legal fees,
accounting fees, filing fees and the costs of other services may exceed the
amount recovered from the Annual Certificate Maintenance Charge and the
Administrative Charge.
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If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount deducted
proves more than sufficient, the excess will be a profit to the Company.
Mortality and Expense Risk Charge is guaranteed by the Company and cannot be
increased.
Deduction for Administrative Charge
Each Valuation Period, the Company deducts an Administrative Charge which is
currently equal, on an annual basis, to 0.15% of the average daily net asset
value of the Separate Account. This charge, together with the Annual Certificate
Maintenance Charge (see below), is to reimburse the Company for the expenses it
incurs in the establishment and maintenance of the Certificates and the Separate
Account. These expenses include but are not limited to: preparation of the
Certificates, confirmation statements, annual and periodic reports and
statements, maintenance of Participant records, maintenance of Separate Account
records, administrative personnel costs, mailing costs, data processing costs,
legal fees, accounting fees, filing fees, the costs of other services necessary
for Participant servicing and all accounting, valuation, regulatory and
reporting requirements. Since this charge is an asset-based charge, the amount
of the charge attributable to a particular Certificate may have no relationship
to the administrative costs actually incurred by that Certificate. Should this
charge prove to be insufficient, the Company may increase this charge but
guarantees that it will never exceed 0.25% of the average daily net asset value
of the Separate Account. If this Charge is increased, Participants will be given
90 days prior notice.
Deduction for Annual Certificate
Maintenance Charge
Currently, the Annual Certificate Maintenance Charge is $30 each Certificate
Year and is deducted on the last day of the Certificate Year. This charge may be
increased but it will not exceed $60 per Certificate Year. However, if the
Certificate Value on the last
