<PAGE>
Massachusetts Mutual Life Insurance Company
Massachusetts Mutual Variable Annuity
Separate Account 4
Panorama Premier Variable Annuity
This prospectus describes the individual certificates issued under the Panorama
Premier deferred group variable annuity contract offered by Massachusetts Mutual
Life Insurance Company. This certificate provides for accumulation of
certificate value and annuity payments on a fixed and variable basis.
You, the participant, have a number of investment choices in this certificate.
These investment choices include two fixed account options as well as the
following thirty-one funds which are offered through our separate account,
Massachusetts Mutual Variable Annuity Separate Account 4.
Panorama Series Fund,Inc.
. Panorama Total Return Portfolio
. Panorama Growth Portfolio
. Panorama International Equity Portfolio(*)
. Panorama LifeSpan Capital Appreciation
Portfolio
. Panorama LifeSpan Balanced Portfolio
. Panorama LifeSpan Diversified Income Portfolio
Oppenheimer Variable Account Funds
. Oppenheimer Money Fund/VA
. Oppenheimer Bond Fund/VA
. Oppenheimer Aggressive Growth Fund/VA
. Oppenheimer Strategic Bond Fund/VA
. Oppenheimer Main Street Growth & Income
Fund/VA
. Oppenheimer High Income Fund/VA
. Oppenheimer Capital Appreciation Fund/VA
. Oppenheimer Global Securities Fund/VA
Fidelity Variable Insurance Products Fund
. VIP Growth Portfolio - Service Class
Fidelity Variable Insurance Products Fund II
. VIP II Contrafund((R)) Portfolio - Initial Class
Fidelity Variable Insurance Products Fund III
. VIP III Growth Opportunities Portfolio -
Service Class
American Century Variable Portfolios, Inc.
. American Century VP Income & Growth Fund
. American Century VP Value Fund
T. Rowe Price Equity Series, Inc.
. T. Rowe Price Mid-Cap Growth Portfolio
MML Series Investment Fund
. MML Equity Fund
. MML Blend Fund
. MML Equity Index Fund
. MML Small Cap Value Equity Fund
. MML Growth Equity Fund
. MML Small Cap Growth Equity Fund
Janus Aspen Series
. Janus Aspen Worldwide Growth Portfolio
. Janus Aspen Capital Appreciation Portfolio
Templeton Variable Products Series Fund
. Templeton International Fund - Class 2 Shares
BT Insurance Funds Trust
. BT Small Cap Index Fund
MFS((R))Variable Insurance Trust(SM)
. MFS((R)) Growth With Income Series
(*)Effective October 1, 1999, this Fund will be called Oppenheimer International
Growth Fund/VA.
Please read this prospectus before investing. You should keep it for future
reference. It contains important information about the Panorama Premier variable
annuity.
To learn more about the Panorama Premier certificate, you can obtain a copy of
the Statement of Additional Information (SAI), dated May 1, 1999. We filed the
SAI with the Securities and Exchange Commission (SEC) and it is legally a part
of this prospectus. The SEC maintains a Web site (http://www.sec.gov) that
contains the SAI, material incorporated by reference and other information
regarding companies that file electronically with the SEC. The Table of Contents
of the SAI is on page 31 of this prospectus. For a free copy of the SAI, or for
general inquiries, call our Annuity Service Center at (800) 366-8226 or write
to: Panorama Premier, Annuity Products, H565, P.O. Box 9067, Springfield,
Massachusetts 01102-9067.
The certificates:
. are not bank deposits.
. are not federally insured.
. are not endorsed by any bank or governmental agency.
. are not guaranteed and may be subject to loss of
principal.
- --------------------------------------------------------------------------------
The SEC has not approved these contracts or determined that this prospectus is
accurate or complete. Any representation that it has is a criminal offense.
- --------------------------------------------------------------------------------
May 1,1999, Supplemented September 1, 1999.
1
<PAGE>
Table Of Contents
Highlights 4
Massachusetts Mutual Variable
Annuity Separate Account 4 -
Panorama Premier Segment
Table of Fees and Expenses 5
The Company 11
The Panorama Premier Individual
Certificate Issued under a Group
Deferred Variable Annuity Contract -
General Overview 11
Ownership 12
Contract Owner 12
Participant 12
Joint Participant 12
Annuitant 12
Beneficiary 12
Purchasing a Certificate 13
Purchase Payments 13
Allocation of Purchase Payments 13
Investment Choices 14
The Separate Account 14
The Funds 14
The Fixed Accounts 18
DCA Fixed Account 18
The Fixed Account 19
Certificate Value 20
Accumulation Units 20
Transfers 20
Transfers During the Accumulation Phase 20
Transfers During the Income Phase 21
Dollar Cost Averaging Program 21
Automatic Rebalancing Program 22
Withdrawals 22
Systematic Withdrawal Program 23
Expenses 24
Insurance Charges 24
Mortality and Expense Risk Charge 24
Administrative Charge 24
Annual Certificate Maintenance Charge 24
Contingent Deferred Sales Charge 24
Free Withdrawals 26
Premium Taxes 26
Transfer Fee 26
Income Taxes 26
Fund Expenses 26
The Income Phase 27
Fixed Annuity Payments 27
Variable Annuity Payments 27
Annuity Unit Value 28
Annuity Options 28
Death Benefit 29
Death of Participant During the
Accumulation Phase 29
Death Benefit Amount During the
Accumulation Phase 29
Death Benefit Options During the
Accumulation Phase 29
Death of Participant During the
Income Phase 30
Death of Annuitant 30
Taxes 31
Annuity Certificates in General 31
Qualified and Non-Qualified Certificates 31
Withdrawals - Non-Qualified Certificates 32
Withdrawals - Qualified Certificates 32
Withdrawals - Tax-Sheltered Annuities 33
Other Information 34
Performance 34
Standardized Total Returns 34
Nonstandardized Total Returns 34
Yield and Effective Yield 34
Related Performance 34
Year 2000 34
Distributors 35
Electronic Transmission of Application
Information 35
Assignment 35
Voting Rights 35
Reservation of Rights 36
Suspension of Payments or Transfers 36
Legal Proceedings 36
Financial Statements 36
Additional Information 36
Appendix A -
Condensed Financial Information A-1
2 Table Of Contents
<PAGE>
Index Of Special Terms
We have tried to make this prospectus as readable and understandable for you as
possible. By the very nature of the certificate, however, certain technical
words or terms are unavoidable. We have identified the following as some of
these words or terms. The page that is indicated here is where we believe you
will find the best explanation for the word or term.
Page
Accumulation Phase 11
Accumulation Unit 20
Annuitant 12
Annuity Date 27
Annuity Options 28
Annuity Payments 27
Annuity Service Center 1
Annuity Unit Value 28
Certificate 11
Certificate Anniversary 29
Contract Owner 12
Free Withdrawals 26
Income Phase 27
Non-Qualified 31
Participant 12
Purchase Payment 13
Qualified 31
Separate Account 14
Tax Deferral 11
Index of Special Terms 3
<PAGE>
Highlights
This prospectus describes the general provisions of the Panorama Premier
certificate. You may review a copy of the certificate upon request.
Free Look
You have a right to examine your certificate. If you change your mind about
owning your certificate, you can cancel it within 10 days after receiving it.
However, this time period may vary by state. When you cancel the certificate
within this time period, we will not assess a sales charge. You will receive
your certificate value as of the business day we receive your certificate and
written request at our Annuity Service Center. If you purchase this certificate
as an IRA or your state requires it, we will return the greater of your purchase
payments less any withdrawals you took, or the certificate value.
Contingent Deferred Sales
Charge
We do not deduct a sales charge when we receive a purchase payment from you.
However, we may assess a contingent deferred sales charge if you withdraw any
part of the certificate value. The amount of the contingent deferred sales
charge depends on the amount of your purchase payments and the length of time
since you made them. The contingent deferred sales charge ranges from 7% to 0%.
Federal Income Tax Penalty
If you withdraw any of the certificate value from your non-qualified
certificate, a 10% federal income tax penalty may be applied to the amount of
the withdrawal that is ineludible in your gross income for tax purposes. Some
withdrawals may be exempt from the penalty tax. They include any amounts:
. paid on or after you reach age 59 1/2;
. paid to the beneficiary after you die;
. paid if you become totally disabled as that term is defined in the Internal
Revenue Code;
. paid in a series of substantially equal payments made annually or more
frequently, for life or your life expectancy or for the joint life
expectancies of you and your designated beneficiary;
. paid under an immediate annuity; or
. which come from purchase payments made before August 14, 1982.
The Internal Revenue Code (the Code) treats any withdrawals (1) allocable to
purchase payments made after August 13, 1982 in an annuity contract entered into
prior to August 14, 1982 and (2) from an annuity contract entered into after
August 14, 1982, as first coming from earnings and then from your purchase
payments. Separate tax penalties and restrictions apply to withdrawals under
qualified certificates. Please refer to the Taxes section of this prospectus for
more information.
4 Highlights
<PAGE>
Massachusetts Mutual Variable Annuity
Separate Account 4 - Panorama Premier Segment
Table Of Fees And Expenses
Participant Transaction Expenses
Transfer Fee:
During Accumulation Phase:
We will not charge for the first 12 transfers in a calendar year; thereafter we
will assess a fee which is the lesser of $20 or 2% of the amount transferred.
During Income Phase:
We allow only 6 transfers in a calendar year and we will not assess a fee for
these 6 transfers.
Sales Load on Purchases:
0%
Contingent Deferred Sales Charge (as a percentage of purchase payments
withdrawn):
- --------------------------------------------------------------------------------
Full years since payment 0 1 2 3 4 5 6 7 or more
- --------------------------------------------------------------------------------
Percentage 7% 6% 5% 4% 3% 2% 1% 0%
- --------------------------------------------------------------------------------
Annual Certificate Maintenance Charge: $30 per Certificate Year.
Separate Account Annual Expenses
(as a percentage of the average account value)
Mortality and Expense Risk Charge: 1.25%
Administrative Charge: 0.15%
----
Total Separate Account Annual Expenses: 1.40%
Table Of Fees And Expenses 5
<PAGE>
Annual Fund Expenses
(as a percentage of average net assets as of December 31, 1998)
<TABLE>
<CAPTION>
Management Other Total Operating
Fees After Expenses After Expenses After
Expense Expense Expense
Reimbursements Reimbursements 12b-1 Fees Reimbursements
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oppenheimer Money Fund/VA 0.45% 0.05% -- 0.50%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Bond Fund/VA 0.72% 0.02% -- 0.74%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA 0.69% 0.02% -- 0.71%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA 0.74% 0.06% -- 0.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income
Fund/VA 0.74% 0.05% -- 0.79%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer High Income Fund/VA 0.74% 0.04% -- 0.78%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation
Fund/VA 0.72% 0.03% -- 0.75%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund/VA 0.68% 0.06% -- 0.74%
- ------------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Diversified Income
Portfolio 0.75% 0.09% -- 0.84%
- ------------------------------------------------------------------------------------------------------------------------------------
Panorama Total Return Portfolio 0.53% 0.02% -- 0.55%
- ------------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Balanced Portfolio 0.85% 0.08% -- 0.93%
- ------------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Capital Appreciation
Portfolio 0.85% 0.08% -- 0.93%
- ------------------------------------------------------------------------------------------------------------------------------------
Panorama Growth Portfolio 0.52% 0.01% -- 0.53%
- ------------------------------------------------------------------------------------------------------------------------------------
Panorama International Equity Portfolio(4) 1.00% 0.09% -- 1.09%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP Growth Portfolio - Service Class 0.59% 0.06% 0.10% 0.75%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP II Contrafund(R) Portfolio -
Initial Class 0.59% 0.07% -- 0.66%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP III Growth Opportunities
Portfolio - Service Class 0.59% 0.10% 0.10% 0.79%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Income & Growth
Fund 0.70% 0.00% -- 0.70%
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Value Fund 1.00% 0.00% -- 1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth Portfolio 0.85% 0.00% -- 0.85%
- ------------------------------------------------------------------------------------------------------------------------------------
MML Small Cap Value Equity Fund 0.39% 0.05%(2) -- 0.44%
- ------------------------------------------------------------------------------------------------------------------------------------
MML Equity Fund 0.37% 0.00%(2) -- 0.37%
- ------------------------------------------------------------------------------------------------------------------------------------
MML Blend Fund 0.37% 0.00%(2) -- 0.37%
- ------------------------------------------------------------------------------------------------------------------------------------
MML Equity Index Fund 0.30% 0.20% -- 0.50%
- ------------------------------------------------------------------------------------------------------------------------------------
MML Growth Equity Fund 0.80% 0.11%(2) -- 0.91%(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MML Small Cap Growth Equity Fund 1.08% 0.11%(2) -- 1.19%(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 0.65% 0.07% -- 0.72%(5)
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Capital Appreciation Portfolio 0.70% 0.22% -- 0.92%(5)
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund - Class 2 Shares(7) 0.69% 0.17% 0.25% 1.11%
- ------------------------------------------------------------------------------------------------------------------------------------
BT Small Cap Index Fund 0.35% 0.10% -- 0.45%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
MFS(R) Growth With Income Series 0.75% 0.13% -- 0.88%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6 Table Of Fees And Expenses
<PAGE>
(1)The MML Growth Equity Fund and the MML Small Cap Growth Equity Fund began
operations in 1999, and therefore, had no operating expenses as of December 31,
1998. The investment manager estimates that the total operating expenses for
these Funds in 1999 will be as shown.
(2)We agreed to bear expenses of the MML Equity Fund, MML Blend Fund, MML Small
Cap Value Equity Fund, MML Growth Equity Fund and MML Small Cap Growth Equity
Fund (other than the management fee, interest, taxes, brokerage commissions and
extraordinary expenses) in excess of 0.11% of the average daily net asset value
of the Funds through April 30, 2000. The expenses shown for the MML Growth
Equity Fund and MML Small Cap Growth Equity Fund include this reimbursement. If
not included, the other expenses for these Funds in 1999 are estimated to be
0.25%, for the MML Growth Equity Fund and 0.25% for the MML Small Cap Growth
Equity Fund. We do not expect that we will be required to reimburse any expenses
of the MML Equity Fund, MML Blend Fund and MML Small Cap Value Equity Fund in
1999.
(3)A portion of the brokerage commissions that the VIP Growth Portfolio, the VIP
II Contrafund Portfolio, and the VIP III Growth Opportunities Portfolio pay was
used to reduce the other expenses for the Portfolios. In addition, these
Portfolios have entered into arrangements with their custodian whereby credits
realized as a result of uninvested cash balances were used to reduce custodian
expenses. Without such reductions, the other expenses for the VIP Growth
Portfolio would have been 0.11%, increasing the VIP Growth Portfolio's total
fund expenses to 0.80%; the other expenses for the VIP II Contrafund(R)
Portfolio would have been 0.11%, increasing the VIP II Contrafund(R) Portfolio's
total fund expenses to 0.70%; and the other expenses for the VIP III Growth
Opportunities Portfolio would have been 0.11%, increasing the VIP III Growth
Opportunities Portfolio's total fund expenses to 0.80%.
(4)Effective October 1, 1999, this Fund will be called Oppenheimer International
Growth Fund/VA.
(5)Janus Capital has agreed to reduce the management fee of the Janus Aspen
Worldwide Growth Portfolio and the Janus Aspen Capital Appreciation Portfolio to
the level of their corresponding Janus retail funds. Other waivers, if
applicable, are first applied against the management fee and then against other
expenses. Janus Capital has agreed to continue the waivers and fee reductions
until at least the next annual renewal of the advisory agreement. Without such
reductions, the total fund expenses for the Janus Aspen Worldwide Growth
Portfolio and the Janus Aspen Capital Appreciation Portfolio would have been
0.74% and 0.97%, respectively.
(6)Bankers Trust Company has voluntarily undertaken to waive its management fee
and reimburse the BT Small Cap Index Fund certain expenses so that the total
fund expenses for the BT Small Cap Index Fund will not exceed 0.45%. Bankers
Trust Company may not recoup any of its waived investment advisory fees. Such
waivers by Bankers Trust Company should stay in effect for at least 12 months.
Without such waivers and reimbursements, the total fund expenses for the BT
Small Cap Index Fund would have been 1.58%.
(7)The Fund's Class 2 distribution plan or "Rule 12b-1 plan" is described in the
Fund's prospectus.
(See the funds' prospectuses for more information.)
Table Of Fees And Expenses 7
<PAGE>
Examples
The following examples are designed to help you understand the expenses in the
contract. The examples show the cumulative expenses you would pay assuming you
invested $1,000 in a contract and allocated all of it to a fund which earned 5%
each year. All the expenses shown in the table of fees and expenses, including
the annual fund expenses, are assumed to apply. In the first example it is
assumed that you withdrew all of your money at the end of years 1, 3, 5 or 10.
<TABLE>
<CAPTION>
Sub-Account Year 1 3 5 10
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oppenheimer Money $ 85 $112 $138 $233
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Bond 88 120 150 258
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth 87 119 149 255
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond 88 121 154 264
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income 88 121 153 263
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer High Income 88 121 153 262
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation 88 120 151 259
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities 88 120 150 258
- ------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Diversified Income 89 122 156 269
- ------------------------------------------------------------------------------------------------------------------------------
Panorama Total Return 86 114 141 238
- ------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Balanced 90 125 160 278
- ------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Capital Appreciation 90 125 160 278
- ------------------------------------------------------------------------------------------------------------------------------
Panorama Growth 86 113 140 236
- ------------------------------------------------------------------------------------------------------------------------------
Panorama International Equity(*) 91 130 168 294
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP Growth 88 120 151 259
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP II Contrafund((R)) 87 118 148 254
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP III Growth Opportunities 88 121 153 263
- ------------------------------------------------------------------------------------------------------------------------------
American Century VP Income & Growth 87 118 148 254
- ------------------------------------------------------------------------------------------------------------------------------
American Century VP Value 90 127 164 285
- ------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth 89 123 156 270
- ------------------------------------------------------------------------------------------------------------------------------
MML Small Cap Value Equity 85 111 135 227
- ------------------------------------------------------------------------------------------------------------------------------
MML Equity 84 109 131 219
- ------------------------------------------------------------------------------------------------------------------------------
MML Blend 84 109 131 219
- ------------------------------------------------------------------------------------------------------------------------------
MML Equity Index 85 112 138 233
- ------------------------------------------------------------------------------------------------------------------------------
MML Growth Equity 89 124 159 276
- ------------------------------------------------------------------------------------------------------------------------------
MML Small Cap Growth Equity 92 133 173 304
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth 88 119 149 256
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Capital Appreciation 89 125 160 277
- ------------------------------------------------------------------------------------------------------------------------------
Templeton International 91 130 169 296
- ------------------------------------------------------------------------------------------------------------------------------
BT Small Cap Index 85 111 135 228
- ------------------------------------------------------------------------------------------------------------------------------
MFS((R)) Growth With Income 89 124 158 273
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(*)Effective October 1, 1999, this Sub-Account will be called Oppenheimer
International Growth Sub-Account.
8 Table Of Fees And Expenses
<PAGE>
This second example assumes 1) that you did not make a withdrawal or 2) that you
decided to begin the income phase at the end of each year shown. (The income
phase is not available until the end of the 5(th) contract year.)
<TABLE>
<CAPTION>
Sub-Account Year 1 3 5 10
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oppenheimer Money $ 20 $ 63 $108 $233
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Bond 23 70 120 258
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth 23 69 119 255
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond 23 72 124 264
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income 23 72 123 263
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer High Income 23 72 123 262
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation 23 71 121 259
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities 23 70 120 258
- ------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Diversified Income 24 73 126 269
- ------------------------------------------------------------------------------------------------------------------------------
Panorama Total Return 21 64 111 238
- ------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Balanced 25 76 130 278
- ------------------------------------------------------------------------------------------------------------------------------
Panorama LifeSpan Capital Appreciation 25 76 130 278
- ------------------------------------------------------------------------------------------------------------------------------
Panorama Growth 21 64 110 236
- ------------------------------------------------------------------------------------------------------------------------------
Panorama International Equity(*) 26 81 138 294
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP Growth 23 71 121 259
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP II Contrafund((R)) 22 69 118 254
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity's VIP III Growth Opportunities 23 72 123 263
- ------------------------------------------------------------------------------------------------------------------------------
American Century VP Income & Growth 22 69 118 254
- ------------------------------------------------------------------------------------------------------------------------------
American Century VP Value 25 78 134 285
- ------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth 24 74 126 270
- ------------------------------------------------------------------------------------------------------------------------------
MML Small Cap Value Equity 20 61 105 227
- ------------------------------------------------------------------------------------------------------------------------------
MML Equity 19 59 101 219
- ------------------------------------------------------------------------------------------------------------------------------
MML Blend 19 59 101 219
- ------------------------------------------------------------------------------------------------------------------------------
MML Equity Index 20 63 108 233
- ------------------------------------------------------------------------------------------------------------------------------
MML Growth Equity 25 76 129 276
- ------------------------------------------------------------------------------------------------------------------------------
MML Small Cap Growth Equity 27 84 143 304
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth 23 70 119 256
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Capital Appreciation 25 76 130 277
- ------------------------------------------------------------------------------------------------------------------------------
Templeton International 27 82 139 296
- ------------------------------------------------------------------------------------------------------------------------------
BT Small Cap Index 20 61 105 228
- ------------------------------------------------------------------------------------------------------------------------------
MFS((R)) Growth With Income 24 75 128 273
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(*)Effective October 1, 1999, this Sub-Account will be called Oppenheimer
International Growth Sub-Account.
Table Of Fees And Expenses 9
<PAGE>
The purpose of the Table of Fees and Expenses is to assist you in understanding
the various costs and expenses that you will incur. The table reflects expenses
of the separate account and the funds.
The examples reflect the $30 annual certificate maintenance charge as an annual
charge of 0.086% of the assets. This charge is based on an anticipated average
contract value of $35,000.
The examples do not reflect any premium taxes. However, premium taxes may apply.
The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
There is an accumulation unit value history contained in Appendix A - Condensed
Financial Information.
10 Table Of Fees And Expenses
<PAGE>
The Company
Massachusetts Mutual Life Insurance Company (MassMutual) is a mutual life
insurance company specially chartered by the Commonwealth of Massachusetts on
May 14, 1851. It is currently licensed to transact life, accident, and health
insurance business in all states, the District of Columbia, Puerto Rico and
certain provinces of Canada. MassMutual had consolidated statutory assets in
excess of $67 billion and estimated total assets under management of $176.8
billion as of December 31, 1998.
The Panorama Premier Individual Certificate Issued under a Group Deferred
Variable Annuity Contract
General Overview
The annuity certificate is an ownership interest issued by us, MassMutual, to
you, the participant, under the group deferred variable annuity contract. This
annuity certificate is a contract between the participant and MassMutual. The
certificate is intended for retirement savings or other long-term investment
purposes. In exchange for your purchase payments, we agree to pay you an income
when you choose to receive it. You select the income period beginning on a date
you designate that is at least 5 years in the future. The certificate, like all
deferred annuity certificates, has two phases - the accumulation phase and the
income phase. Your certificate is in the accumulation phase until you decide to
begin receiving annuity payments. During the accumulation phase we provide a
death benefit. Once you begin receiving annuity payments, your certificate
enters the income phase.
You are not taxed on certificate earnings until you take money from your
certificate. This is known as tax deferral.
The certificate is called a variable annuity because you can choose to allocate
your purchase payments among various investment choices. Your choices include
thirty-one funds and two fixed accounts. The amount of money you are able to
accumulate in your certificate during the accumulation phase depends upon the
investment performance of the funds you select as well as the interest we credit
on the fixed accounts.
At the beginning of the income phase, you can choose to receive annuity payments
on a variable basis, fixed basis or a combination of both. If you choose
variable payments, the amount of the annuity payments will fluctuate depending
on the investment performance of the funds you select for the income phase. If
you select to receive payments on a fixed basis, the payments you receive will
remain level.
The Company/General Overview 11
<PAGE>
Ownership
Contract Owner
The contract owner is the person or non-natural person who maintains the
ownership rights stated in the contract that are not delegated to the
participants. The owner of the contract is usually an employer, trustee or other
sponsor of a group that is comprised of participants. If the contract is
purchased as part of an employee benefit plan, the plan may govern which
ownership rights are maintained by the contract owner and which are delegated to
participants.
Participant
The participant is named at time of application. The participant can be an
individual or a non-natural person. We will not issue a certificate to you if
you have reached your 85(th) birthday as of the date we proposed to issue the
certificate.
As the participant of the certificate, you exercise all rights under the
certificate. The participant names the beneficiary. You may change the
participant of the certificate at any time prior to the annuity date by written
request. If you change the participant, the change is subject to our
underwriting rules. Changing the participant may result in tax consequences. On
and after the annuity date, you continue as the participant.
Joint Participant
The certificate can be owned by joint participants. Unless prohibited by state
law, only you and your spouse can be joint participants. We will not issue a
certificate to you if either proposed joint participant has reached their 85(th)
birthday as of the date we proposed to issue the certificate.
Upon the death of either joint participant, the surviving spouse will be the
designated beneficiary and may continue the certificate. We will treat any other
beneficiary designation at the time of death as a contingent beneficiary. Unless
otherwise indicated on the application, both signatures will be required for all
transactions, if there are joint participants.
Annuitant
The annuitant is the person on whose life we base annuity payments. You
designate the annuitant at the time of application. We will not issue a
certificate to you if the proposed annuitant has reached his/her 85(th) birthday
as of the date we proposed to issue the certificate. You may change the
annuitant before the annuity date, subject to our underwriting rules. However,
the annuitant may not be changed on a certificate owned by a non-natural person.
Beneficiary
The beneficiary is the person(s) or entity you name to receive any death
benefit. You name the beneficiary at the time of application. Unless an
irrevocable beneficiary has been named, you can change the beneficiary at any
time before you die.
A beneficiary who is your surviving spouse may elect to continue the certificate
in his or her own name, elect a lump sum payment of the death benefit, or apply
the death benefit to an annuity option.
12 Ownership
<PAGE>
Purchasing a Certificate
Purchase Payments
The minimum amount we accept for your initial purchase payment is:
. $5,000 when the certificate is bought as a non-qualified certificate; or
. $2,000 if you are buying the certificate as part of an IRA (Individual
Retirement Annuity), 401(k) or other qualified plan.
You can make additional purchase payments of $250 or more to either type of
certificate. We will accept as little as $100 if you have selected our automatic
investment plan option.
The maximum amount of cumulative purchase payments we accept without our prior
approval is based on your age when we issued the certificate.
The maximum amount is:
. $1 million up to your 76(th) birthday; or
. $500,000 if age 76 or older.
If the participant is not a natural person, these purchase payment limits will
apply to the annuitant's age. If there are joint participants, age refers to the
oldest participant.
You may make your initial purchase payment, along with your complete
application, by giving them to your agent/broker. You can make additional
purchase payments:
. By mailing your check that clearly indicates your name and contract number
to our lockbox:
MassMutual Panorama Premier NY/NJ
P.O. Box 92427
Chicago, IL 60675-2427
. By instructing your bank to wire transfer funds to:
Chase Manhattan Bank, New York, New York
ABA #021000021
MassMutual Account 323065422
Ref: VA Income Contract #
Name: (Your Name)
We have the right to reject any application or purchase payment.
Allocation of Purchase Payments
When you purchase your certificate, you choose how we will apply your purchase
payments among the investment choices. If you make additional purchase payments,
we will apply them in the same way as your first purchase payment, unless you
tell us otherwise.
Once we receive your purchase payment and the necessary information at our
Annuity Service Center or lockbox, we will issue your certificate and apply your
first purchase payment within 2 business days. If you do not give us all of the
information we need, we will contact you to get it. If for some reason we are
unable to complete this process within 5 business days, we will either send back
your money or get your permission to keep it until we get all of the necessary
information.
If you add more money to your certificate by making additional purchase
payments, we will credit these amounts to your certificate on the business day
we receive them at our Annuity Service Center or lockbox. Our business day
closes when the New York Stock Exchange closes, usually 4:00 p.m. Eastern time.
If we receive your purchase payment at our Annuity Service Center or lockbox on
a non-business day or after the business day closes, we will credit the amount
to your certificate effective the next business day.
Purchasing a Certificate 13
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Investment Choices
The Separate Account
We established a separate account, Massachusetts Mutual Variable Annuity
Separate Account 4 (separate account), to hold the assets that underlie the
certificates. Our Board of Directors adopted a resolution to establish the
separate account under Massachusetts insurance law on July 9, 1997. We have
registered the separate account with the Securities and Exchange Commission as a
unit investment trust under the Investment Company Act of 1940.
MassMutual owns the assets of the separate account. However, those separate
account assets equal to the reserves and other certificate liabilities are not
chargeable with liabilities arising out of any other business we may conduct.
All the income, gains and losses (realized or unrealized) resulting from these
assets are credited to, or charged against, the certificates and not against any
other certificates we may issue.
We currently divide the separate account into 31 sub-accounts. Each of these
sub-accounts invests in a fund. You bear the complete investment risk for
purchase payments that you allocate to a fund.
The Funds
Subject to state availability, the contract offers 31 funds which are listed
below. Additional funds may be added in the future.
Panorama Series Fund, Inc.
Panorama Series Fund, Inc. ("Panorama Fund") is an open-end investment company.
OppenheimerFunds, Inc. ("OFI"), an investment adviser registered with the SEC
under the Investment Advisers Act of 1940, as amended, ("Investment Advisers
Act") is the investment adviser to the Panorama Fund. It performs administrative
functions relative to the Panorama Fund, including the keeping of all records
not maintained by the custodian. OFI has operated as an investment adviser since
1959 and, together with a subsidiary, manages investment companies with $95
billion in assets and 4 million shareholder accounts as of December 31, 1998.
OFI is owned by Oppenheimer Acquisition Corporation, a holding company that is
owned in part by senior officers for OFI and controlled by MassMutual. The
address of OFI is Two World Trade Center, New York, NY 10048-0203.
OFI has engaged three subadvisors to assist in the selection of portfolio
investments for the Panorama International Equity Portfolio, the Panorama
LifeSpan Diversified Income Portfolio, the Panorama LifeSpan Balanced Portfolio,
and the Panorama LifeSpan Capital Appreciation Portfolio.
Babson-Stewart Ivory International ("Babson-Stewart"), One Memorial Drive,
Cambridge, MA 02142, is the subadviser to the Panorama International Equity
Portfolio and the international stock components of the Panorama LifeSpan
Balanced Portfolio and the Panorama LifeSpan Capital Appreciation Portfolio.
Babson- Stewart is a partnership formed in 1987 between David L. Babson & Co.,
Inc., a subsidiary of MassMutual and Stewart Ivory & Co., Ltd., located in
Edinburgh, Scotland. (Effective October 1, 1999, the name of the Panorama
International Equity Portfolio will be changed to Oppenheimer International
Growth Fund/VA and Babson-Stewart will no longer sub-advise the Fund. OFI will
remain as adviser to the Fund.)
Credit Suisse Asset Management, One Citicorp Center, 153 East 53(rd) St., New
York, New York, is the subadviser to the high yield bond components of the three
Panorama LifeSpan Portfolios. Prior to January 12, 1999, Credit Suisse Asset
Management was called BEA Associates.
Pilgrim, Baxter & Associates ("Pilgrim Baxter"), 825 Duportail Road, Wayne, PA
19087, is the subadviser to the small cap components of the Panorama LifeSpan
Balanced Portfolio and the Panorama LifeSpan Capital Appreciation Portfolio.
Panorama LifeSpan Diversified Income Portfolio (Diversified Income Portfolio).
The Diversified Income Portfolio seeks high current income, with opportunities
for capital appreciation
14 Investment Choices
<PAGE>
through a strategically allocated portfolio consisting primarily of bonds.
Panorama Total Return Portfolio. The Panorama Total Return Portfolio seeks to
maximize total investment return (including both capital appreciation and
income) by allocating its assets among stocks, corporate bonds, U.S. Government
securities and its instrumentalities, and money market instruments according to
changing market conditions.
Panorama LifeSpan Balanced Portfolio (Balanced Portfolio). The Balanced
Portfolio seeks a blend of capital appreciation and income through a
strategically allocated portfolio of stocks and bonds with a slightly stronger
emphasis on stocks.
Panorama LifeSpan Capital Appreciation Portfolio (Capital Appreciation
Portfolio). The Capital Appreciation Portfolio seeks long-term capital
appreciation through a strategically allocated portfolio consisting primarily of
stocks. Current income is not a primary consideration.
Panorama Growth Portfolio. The Panorama Growth Portfolio seeks long-term growth
of capital by investing primarily in common stocks with low price-earnings
ratios and better than anticipated earnings. Realization of current income is a
secondary consideration.
Panorama International Equity Portfolio.(*) The Panorama International Equity
Portfolio seeks long-term growth of capital by investing primarily in equity
securities of companies wherever located, the primary stock market of which is
outside the United States.
(*)Effective October 1, 1999, this Fund will be called Oppenheimer International
Growth Fund/VA.
Oppenheimer Variable Account Funds
Oppenheimer Variable Account Funds ("Oppenheimer Funds") is an investment
company consisting of 10 separate series of shares known as funds. The
Oppenheimer Funds are also advised by OFI.
Oppenheimer Bond Fund/VA. The Oppenheimer Bond Fund/VA seeks a high level of
current income. The Fund seeks capital growth when consistent with its primary
objective. This Fund will, under normal market conditions, invest at least 65%
of its total assets in investment grade debt securities.
Oppenheimer Money Fund/VA. The Oppenheimer Money Fund/VA seeks maximum current
income from investments in money market securities that is consistent with low
capital risk and maintenance of liquidity. The Fund invests in short-term, high
quality "money market" securities.
Oppenheimer Aggressive Growth Fund/VA. The Oppenheimer Aggressive Growth Fund/VA
seeks long-term capital appreciation by investing in "growth-type" companies.
Oppenheimer Strategic Bond Fund/VA. The Oppenheimer Strategic Bond Fund/VA seeks
a high level of current income principally derived from interest on debt
securities and seeks to enhance such income by writing covered call options on
debt securities. This Fund invests in three market sectors: debt securities of
foreign governments and companies, U.S. Government securities and lower-rated
high-yield securities of U.S. companies.
Oppenheimer Main Street Growth & Income Fund/VA. The Oppenheimer Main Street
Growth & Income Fund/VA seeks total return (which includes growth in the value
of its shares as well as current income) from equity and debt securities.
Oppenheimer High Income Fund/VA. The Oppenheimer High Income Fund/VA seeks a
high level of current income. The Fund invests in unrated securities or high
risk securities in the lower rating categories, commonly known as "junk bonds,"
which are subject to a greater risk of loss of principal and nonpayment of
interest than higher-rated securities.
Oppenheimer Capital Appreciation Fund/VA. The Oppenheimer Capital Appreciation
Fund/VA seeks long-term capital appreciation by investing in securities of
well-known established companies. The Fund invests mainly in equity securities.
Oppenheimer Global Securities Fund/VA. The Oppenheimer Global Securities Fund/VA
seeks long-term capital appreciation by investing a
Investment Choices 15
<PAGE>
substantial portion of assets in securities of foreign issuers, "growth-type"
companies, cyclical industries and special situations which are considered to
have appreciation possibilities. The Fund invests in equity securities of U.S.
and foreign issuers.
MML Series Investment Fund ("MML Trust")
MML Trust is a no-load, open-end, investment company having eight series of
shares each of which has different investment objectives designed to meet
different investment needs. MassMutual serves as the investment adviser to the
MML Trust.
MassMutual has entered into a subadvisory agreement with David L. Babson and
Company, Inc. ("Babson"), a controlled subsidiary of the MassMutual, whereby
Babson manages the investment of the assets of the MML Small Cap Value Equity
Fund, the MML Equity Fund, and the equity sector of the MML Blend Fund.
MassMutual has entered into a subadvisory agreement with Massachusetts Financial
Services Company ("MFS"), whereby MFS manages the investment of the MML Growth
Equity Fund.
MassMutual has entered into subadvisory agreements with J.P. Morgan Investment
Management Company Inc. ("J.P. Morgan") and Waddell & Reed Investment Management
Company ("Waddell & Reed"), whereby J.P. Morgan and Waddell & Reed each manage
50% of the portfolio of MML Small Cap Growth Equity Fund.
MassMutual has entered into a subadvisory agreement with Mellon Equity
Associates, LLP ("Mellon Equity") whereby Mellon Equity manages the investments
of the MML Equity Index Fund.
MML Small Cap Value Equity Fund. The MML Small Cap Value Equity Fund seeks
growth of capital and income over time by investing primarily in small company
stocks.
MML Equity Fund. The MML Equity Fund seeks to achieve a superior rate of return
over time from both capital appreciation and current income and to preserve
capital by investing in equity securities.
MML Blend Fund. The MML Blend Fund seeks a high total rate of return over time,
consistent with prudent investment risk and capital preservation, by investing
in equity, fixed income and money market securities.
MML Equity Index Fund. The MML Equity Index Fund seeks investment results that
correspond to the price and yield performance of publicly traded common stocks
in the aggregate, as represented by the Standard & Poor's 500 Composite Stock
Price Index.(1)
(1) "Standard & Poor's", " Standard & Poor's 500" and "S&P 500" are trademarks
of The McGraw-Hill Companies and have been licensed for use by the Fund. The
Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, a
division of The McGraw-Hill Companies ("S&P"), or The McGraw-Hill Companies,
Inc. Standard & Poor's makes no representation regarding the advisability of
investing in the Fund.
MML Growth Equity Fund. The MML Growth Equity Fund seeks growth of capital and
income over time by investing primarily in equity securities of large companies
with long-term growth potential.
MML Small Cap Growth Equity Fund. The MML Small Cap Growth Equity Fund seeks
growth of capital over time by investing primarily in equity securities of
smaller and medium-size companies with long-term growth potential.
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Series, Inc. is a diversified, open-end investment company
incorporated in Maryland in 1994. The T. Rowe Price Mid-Cap Growth Portfolio is
a separate series of shares of T. Rowe Price Equity Series, Inc. T. Rowe Price
Associates, Inc. (" T. Rowe Price") was founded in 1937 and is the investment
adviser to the Portfolio. Its business address is 100 East Pratt Street,
Baltimore, MD 21202.
T. Rowe Price Mid-Cap Growth Portfolio. The T. Rowe Price Mid-Cap Growth
Portfolio seeks long-term capital appreciation by investing in mid-cap stocks
with potential for above average earnings growth. T. Rowe Price defines mid-cap
companies as those with market capitalizations within the range of companies in
the S&P 400 Mid-Cap Index.
16 Investment Choices
<PAGE>
American Century Variable Portfolios, Inc.
American Century Variable Portfolios, Inc. ("American Century VP") was organized
as a Maryland corporation in 1987 and is a diversified, open-end management
investment company. American Century Investment Management, Inc. ("American
Century") is the investment manager of American Century VP. American Century has
been providing investment advisory services to investment companies and
institutional investors since it was founded in 1958. American Century's address
is American Century Tower, 4500 Main Street, Kansas City Missouri 64111.
American Century VP Income & Growth Fund. The American Century VP Income &
Growth Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks.
American Century VP Value Fund. The American Century VP Value Fund seeks
long-term capital growth by investing primarily in common stocks that the
management team believes to be undervalued at the time of purchase. Income is a
secondary objective.
Fidelity Variable Insurance Products Fund
Fidelity Variable Insurance Products Fund ("VIP") is an open-end management
investment company organized as a Massachusetts business trust in 1981.
Fidelity's VIP Growth Portfolio is a diversified fund of VIP.
Fidelity Management & Research Company ("FMR") is the investment adviser to
Fidelity's VIP Growth Portfolio. FMR is the management arm of Fidelity
Investments(R). Fidelity Investments has its principal place of business
address at 82 Devonshire Street, Boston, MA 02109.
Fidelity's VIP Growth Portfolio - Service Class. Fidelity's VIP Growth Portfolio
seeks to achieve capital appreciation by investing primarily in common stocks.
This Portfolio invests in companies that the manager believes have above-average
growth potential.
Fidelity Variable Insurance Products Fund II
Fidelity Variable Insurance Products Fund II ("VIP II") is an open-end
management investment company, organized as a Massachusetts business trust in
1988. Fidelity's VIP II Contrafund(R) Portfolio is a diversified fund of VIP II.
FMR is the investment adviser to Fidelity's VIP II Contrafund(R) Portfolio.
Fidelity Management & Research (U.K.) Inc. ("FMR U.K.") in London, England, and
Fidelity Management & Research (Far East) Inc. ("FMR Far East"), in Tokyo,
Japan, assist FMR with foreign investments. They each serve as subadvisors for
Fidelity's VIP II Contrafund(R) Portfolio.
Fidelity's VIP II Contrafund(R) Portfolio - Initial Class. Fidelity's VIP II
Contrafund(R) Portfolio seeks long-term capital appreciation by investing in
the securities of companies whose value is not fully recognized by the public.
Fidelity Variable Insurance Products Fund III
Fidelity Variable Insurance Products Fund III ("VIP III") is an open-end
management investment company organized as a Massachusetts business trust in
1994. Fidelity's VIP III Growth Opportunities Portfolio is a diversified fund of
VIP III.
FMR is the investment adviser to Fidelity's VIP III Growth Opportunities
Portfolio. FMR U.K. and FMR Far East assist FMR with foreign investments. They
each serve as subadvisors for Fidelity's VIP III Growth Opportunities Portfolio.
Fidelity's VIP III Growth Opportunities Portfolio Service Class. Fidelity's VIP
III Growth Opportunities Portfolio seeks to provide capital growth by investing
primarily in common stocks.
Janus Aspen Series
Janus Aspen Series ("Janus Aspen") is an open-end management investment company.
Janus Aspen Worldwide Growth Portfolio and Janus Aspen Capital Appreciation are
each a separate series of Janus Aspen.
Janus Capital is the investment adviser to the Janus Aspen Worldwide Growth
Portfolio and the Janus Aspen Capital Appreciation Portfolio. Janus Capital is
located at 100 Fillmore Street, Denver, CO 80206-4928.
Investment Choices 17
<PAGE>
Janus Aspen Worldwide Growth Portfolio. The Janus Aspen Worldwide Growth
Portfolio seeks long-term growth of capital in a manner consistent with the
preservation of capital. The Portfolio invests primarily in common stocks of
companies of any size throughout the world.
Janus Aspen Capital Appreciation Portfolio. The Janus Aspen Capital Appreciation
Portfolio seeks long-term growth of capital. The Portfolio invests primarily in
common stocks selected for their growth potential. The Portfolio may invest in
companies of any size, from larger, well-established companies to smaller,
emerging growth companies.
Templeton Variable Products Series Fund
The Templeton Variable Products Series Fund ("Templeton Fund") is an open-end
management investment company organized as a Massachusetts business trust on
February 25, 1988. The Templeton International Fund is a separate series of the
Templeton Fund.
Templeton Investment Counsel, Inc. ("Templeton Investment Counsel") is the
investment manager of the Templeton International Fund. Templeton Investment
Counsel is located at 500 East Broward Boulevard, Fort Lauderdale, FL
33394-3091.
Templeton International Fund - Class 2 Shares. The Templeton International Fund
seeks long-term capital growth. The Fund, under normal market conditions, will
invest at least 65% of its total assets in the equity securities of companies
located outside the U.S., including in emerging markets.
BT Insurance Funds Trust
BT Insurance Funds Trust ("BT Insurance Funds") was organized as a Massachusetts
business trust in 1996. The BT Small Cap Index Fund is a separate series of the
BT Insurance Funds.
Bankers Trust Company is the investment adviser to the BT Small Cap Index Fund.
Bankers Trust Company is located at 130 Liberty Street, New York, NY 10006.
BT Small Cap Index Fund. The BT Small Cap Index Fund seeks to match, as closely
as possible, before expenses, the performance of the Russell 2000(R) Small Stock
Index(*), which emphasizes stocks of small U.S. companies.
(*) "Frank Russell Company is the owner of the trademarks and
copyrights relating to the Russell Indexes."
MFS(R) Variable Insurance Trust(SM)
The MFS(R) Variable Insurance Trust(SM)("MFS Trust") is an open-end
management investment company, organized as a Massachusetts business trust in
1994. The MFS(R) Growth With Income Series is a separate series of the MFS
Trust.
Massachusetts Financial Services Company ("MFS") advises the MFS(R) Growth
With Income Series. MFS is located at 500 Boylston Street, Boston, MA 02116.
MFS(R) Growth With Income Series. The MFS(R) Growth With Income Series seeks
to provide reasonable current income and long-term growth of capital and income.
This Series invests, under normal market conditions, at least 65% of its total
assets in common stocks and related securities, such as preferred stocks,
convertible securities and depository receipts for those securities.
There is no assurance that the funds will achieve their stated objective. The
fund prospectuses contain more detailed information about the funds. Current
copies of the fund prospectuses are attached to this prospectus. You should read
the information contained in the funds' prospectuses carefully before investing.
The Fixed Accounts
We offer two fixed accounts, the fixed account for Dollar Cost Averaging (the
"DCA Fixed Account") and The Fixed Account (collectively, "the fixed accounts"),
as investment options. The fixed accounts are investment options within
our general account.
Amounts that you allocate to the fixed accounts become part of our general
account assets and are subject to the claims of all our creditors. All of our
general account assets will be available to fund benefits under a certificate.
DCA Fixed Account. The DCA Fixed Account is a fixed account from which assets
are systematically transferred to any fund(s). During the accumulation phase,
you may choose to have your purchase payments allocated to the DCA
18 Investment Choices
<PAGE>
Fixed Account for the period of the DCA Fixed Account Term (DCA Term). Your
election must be in writing.
Currently, the DCA Term will not exceed 12 months. To the extent permitted by
law, we reserve the right to change the duration of the DCA Term in the future.
You may have only one DCA Term at a time.
We will only accept a purchase payment as of the beginning of a DCA Term.
Purchase payments which originate from an annuity contract or certificate issued
by us or any of our affiliates cannot be allocated to the DCA Account. You
cannot transfer current certificate values to the DCA Fixed Account. We reserve
the right to reject purchase payments.
We make scheduled monthly transfers from the DCA Fixed Account according to the
rules of our Dollar Cost Averaging Program. You may not make unscheduled
transfers or take partial withdrawals from the DCA Fixed Account. If you
withdraw the entire certificate value during a DCA term we will apply our normal
withdrawal provisions.
We reserve the right to assess a fee for processing transactions under the DCA
Fixed Account.
If you elect to make an allocation to the DCA Fixed Account at a time when your
annuity date would be less than the currently offered DCA Term, the expiration
of your DCA Term will be your annuity date. No amounts will remain in the DCA
Fixed Account after the expiration of the DCA Term.
We periodically set the interest rate we credit to the DCA Fixed Account. The
interest rate is never less than 3%. We guarantee the interest rate for the full
DCA Term.
The Fixed Account. You may allocate purchase payments to The Fixed Account. You
can also make transfers of your certificate value into The Fixed Account. You do
not participate in the investment performance of the assets in The Fixed
Account. Instead, we credit your certificate with interest at a specified rate
that we declare in advance. We guarantee this rate will be at least 3% per year.
We may credit a higher rate of interest at our discretion.
Investment Choices 19
<PAGE>
Certificate Value
Your certificate value is the sum of your value in the separate account and the
fixed account(s).
Your value in the separate account will vary depending on the investment
performance of the funds you choose. In order to keep track of your certificate
value, we use a unit of measure called an accumulation unit. During the income
phase of your certificate we call the unit an annuity unit.
Accumulation Units
Every day we determine the value of an accumulation unit for each of the funds.
Changes in the accumulation unit value reflect the investment performance of the
fund as well as deductions for insurance and other charges.
The value of an accumulation unit may go up or down from business day to
business day.
The Statement of Additional Information contains more information on the
calculation of the accumulation unit value.
When you make a purchase payment, we credit your certificate with accumulation
units. We determine the number of accumulation units to credit by dividing the
amount of the purchase payment allocated to a fund by the value of the
accumulation unit for that fund. When you make a withdrawal, we deduct from your
certificate accumulation units representing the withdrawal amount.
We calculate the value of an accumulation unit for each investment portfolio
after the New York Stock Exchange closes each business day. Any change in the
accumulation unit value will be reflected in your certificate value.
Example:
On Monday we receive an additional purchase payment of $5,000 from you. You have
told us you want this to go to the Oppenheimer Bond Fund/VA. When the New York
Stock Exchange closes on that Monday, we determine that the value of an
accumulation unit for the Oppenheimer Bond Fund/VA is $13.90. We then divide
$5,000 by $13.90 and credit your certificate on Monday night with 359.71
accumulation units for the Oppenheimer Bond Fund/VA.
Transfers
You can transfer all or part of your certificate value. You can make transfers
by telephone, internet or by other means we authorize. To make transfers other
than by telephone or internet, you must submit a written request. If you own the
certificate with a joint participant, we will accept transfer instructions from
either you or the other participant, unless we are instructed otherwise. We will
use reasonable procedures to confirm that instructions given to us are genuine.
We may be liable for any losses due to unauthorized or fraudulent instructions,
if we fail to use such procedures. We may tape record all telephone
instructions.
Your transfer is effective on the business day we receive your request at our
Annuity Service Center. Our business day closes when the New York Stock Exchange
closes, usually 4:00 p.m. Eastern time. If we receive your transfer request at
our Annuity Service Center on a non-business day or after our business day
closes, your transfer request will be effective on the next business day.
Transfers During the Accumulation Phase
You may transfer all or part of your assets in a fund or The Fixed Account. You
can make a transfer to or from The Fixed Account and to or from any fund. You
can make 12 transfers every calendar year during the accumulation phase without
charge. If you make more than 12 transfers in a year, we will deduct a transfer
fee. The fee is $20 per transfer or, if less, 2% of the amount you transfer. The
following rules apply to any transfer during the accumulation phase:
(1) The minimum amount which you can transfer is:
. $1,000; or
. the entire value in a fund, if less.
20 Certificate Value
<PAGE>
After a transfer, the minimum amount which must remain in the fund is $1,000
unless you transfer the entire fund value. We waive these requirements if the
transfer is made in connection with the Rebalancing Program.
(2) You must clearly indicate the amount and investment choices from and to
which you wish to transfer.
(3) During any certificate year, we limit transfers out of The Fixed Account to
the greater of $30,000 or 30% of your certificate value in The Fixed Account
as of the end of the previous certificate year. We measure a certificate
year from the anniversary of the day we issued your certificate. Transfers
out of The Fixed Account are done on a first-in, first-out basis. In other
words, amounts attributed to the oldest purchase payments are transferred
first; then amounts attributed to the next oldest purchase payment are
transferred; and so on.
(4) We do not allow transfers between competing accounts. For this purpose, we
consider The Fixed Account and the Oppenheimer Money Fund/VA "competing
accounts." We restrict other transfers involving any competing account for
certain periods:
. for a period of 90 days following a transfer out of a competing account,
you may not transfer into the other competing account.
. for a period of 90 days following a transfer into a competing account,
you may not transfer out of the other competing account.
(5) We do not count transfers made as part of the Dollar Cost Averaging Program,
the Rebalancing Program, or in determining the number of transfers you make
in a year.
Transfers During the Income Phase
You may make 6 transfers between the funds each calendar year without incurring
a fee. You cannot transfer from the general account to a fund, but you can
transfer from one or more funds to the general account once a certificate year.
The minimum amount which you can
transfer is $1,000 or your entire interest in the fund, if less. After a
transfer, the minimum amount which must remain in a fund is $1,000 unless you
have transferred the entire value.
We have the right to terminate or modify these transfer provisions.
Dollar Cost Averaging Program
The Dollar Cost Averaging Program allows you to systematically transfer a set
amount from a selected fund to any of the other funds. By allocating amounts on
a regular schedule as opposed to allocating the total amount at one particular
time, you may be less susceptible to the impact of market fluctuations. The
Dollar Cost Averaging Program is available only during the accumulation phase.
Dollar Cost Averaging does not assure a profit and does not protect you against
loss in declining markets. Since Dollar Cost Averaging involves continuous
investment in securities regardless of fluctuating price levels of such
securities, you should consider your financial ability to continue the Dollar
Cost Averaging Program through periods of fluctuating price levels.
You must have a certificate value of at least $5,000 in order to participate in
the Dollar Cost Averaging Program. The minimum amount you
can transfer is $250.
The minimum duration of participation in any Dollar Cost Averaging Program is
currently 6 months. You can choose the frequency at which the Dollar Cost
Averaging transfers are to be made, i.e., monthly, quarterly, semi-annually or
annually. You will also choose the specific date when the first Dollar Cost
Averaging transfer is made. However, if you select a date that is less than 5
business days from the date the election form is received at our Annuity Service
Center, we may defer the first transfer for one month. If you do not select a
start date, we will automatically start the Dollar Cost Averaging Program within
5 business days from the date we receive your election form. You may make
changes to your selection, including termination of the program, by written
request.
Certificate Value 21
<PAGE>
If you participate in the Dollar Cost Averaging Program, we do not take the
transfers made under the program into account in determining any transfer fee.
We consider the DCA Fixed Account to be a Dollar Cost Averaging Program. You can
only participate in one Dollar Cost Averaging Program at a time. Further, if you
are participating in the Dollar Cost Averaging Program you cannot also
participate in the Rebalancing Program or the DCA Fixed Account.
The Dollar Cost Averaging option will terminate if:
. you withdraw the total certificate value;
. the last transfer you selected has been made;
. upon your death or the annuitant's death;
. there is insufficient certificate value to make the transfer; or
. we receive from you a written request to terminate the program at our
Annuity Service Center at least 5 business days prior to the next transfer
date.
We currently do not charge you for participation in the Dollar Cost Averaging
Program. However, we reserve the right to charge for this feature in the future.
We have the right to modify, terminate or suspend the Dollar Cost Averaging
Program.
Automatic Rebalancing Program
Over time, the performance of each fund may cause your allocation to shift from
your original allocation. You can direct us to automatically rebalance your
certificate to return to your original percentage allocations by selecting our
Rebalancing Program. You can tell us whether to rebalance monthly, quarterly,
semi-annually or annually. The Rebalancing Program is available only during the
accumulation phase. If you participate in the Rebalancing Program, the transfers
made under the program are not taken into account in determining any transfer
fee.
You cannot participate in the Rebalancing Program if you have purchase payments
allocated to the fixed accounts. You cannot participate in the Rebalancing
Program if you are participating in a Dollar Cost Averaging Program.
You can terminate the Rebalancing Program at anytime by giving us written
notice. Any unscheduled transfer request will automatically terminate the
Rebalancing Program election.
Example:
Assume that you want your initial purchase payment split between 2 funds. You
want 40% to be in the Oppenheimer Bond Fund/VA and 60% to be in the Panorama
Growth Portfolio. Over the next 2 1/2 months the bond market does very well
while the stock market performs poorly. At the end of the first quarter, the
Oppenheimer Bond Fund/VA now represents 50% of your holdings because of its
increase in value. If you had chosen to have your holdings rebalanced quarterly,
on the first day of the next quarter, we would sell some of your units in the
Oppenheimer Bond Fund/VA to bring its value back to 40% and use the money to buy
more units in the Panorama Growth Portfolio to increase those holdings to 60%.
Withdrawals
During the accumulation phase you may make either partial or total withdrawals
of your certificate value. Your withdrawal is effective on the business day we
receive your written request at our Annuity Service Center. If we receive your
written request at our Annuity Service Center on a non-business day or after our
business day closes, your withdrawal request will be effective on the next
business day. We will pay any withdrawal amount within 7 days of our receipt of
your fully completed written request at our Annuity Service Center unless we are
required to suspend or postpone withdrawal payments.
Unless you instruct us otherwise, we will take any partial withdrawal
proportionally from your certificate value in the funds and The Fixed Account.
You must withdraw at least $250 or the entire value in a fund or The Fixed
Account, if less. We require that after you make a partial withdrawal you keep
at least $5,000 in a non-qualified certificate. For qualified certificates, the
22 Certificate Value
<PAGE>
amount is $2,000. Partial withdrawals are subject to a contingent deferred sales
charge.
When you make a total withdrawal you will receive the value of your certificate:
. less any contingent deferred sales charge, if applicable;
. less any applicable premium tax;
. less any certificate maintenance charge, and
. less any purchase payments we credited to your certificate that have not
cleared the bank, until they clear the bank.
Systematic Withdrawal Program
This program provides for an automatic monthly, quarterly, semi-annual or annual
payment to you from your certificate of at least $250. Your certificate value
must be at least $25,000 to initiate the withdrawal plan. Currently, we do not
have a charge for this program, but we reserve the right to charge in the
future.
Your systematic withdrawal program will begin on the start date you selected as
long as we receive a fully completed written request at least five business days
before the start date you selected. We may defer the start of your systematic
withdrawal program for one month if your systematic withdrawal start date is
less than five days after we receive your written request. If you do not select
a start date, we will automatically begin systematic withdrawals within 5
business days after we receive your request. Your request must be in writing.
If you are participating in the Automatic Investment Plan Option, you cannot
also participate in the Systematic Withdrawal Plan. If you terminate your
Systematic Withdrawal Plan from The Fixed Account, you may not elect a new plan
involving withdrawals from The Fixed Account for 6 months.
Your systematic withdrawal program ends if:
. you withdraw your total certificate value;
. we process the last withdrawal you selected;
. upon your death or the annuitant's death;
. your value in a selected fund or The Fixed Account is insufficient to
complete the withdrawal;
. you begin receiving annuity payments; or
. you give us a written request to terminate your program. We must receive
your request at least 5 business days before the next withdrawal date.
- --------------------------------------------------------------------------------
Income taxes, tax penalties and certain restrictions may apply to any
withdrawal you make.
- --------------------------------------------------------------------------------
Certificate Value 23
<PAGE>
Expenses
There are charges and other expenses associated with the certificates that
reduce the return on your investment in the certificate. These charges and
expenses are:
Insurance Charges
Each business day we deduct our insurance charges from the assets of the
separate account. We do this as part of our calculation of the value of the
accumulation units and the annuity units. The insurance charge has two parts:
(1) the mortality and expense risk charge and (2) the administrative charge.
Mortality and Expense Risk Charge
This charge is equal, on an annual basis, to 1.25% of the daily value of the
assets invested in each fund, after fund expenses are deducted. This charge is
for:
. the mortality risk associated with the insurance benefits provided,
including our obligation to make annuity payments after the annuity date
regardless of how long all annuitants live, the death benefits, and the
guarantee of rates used to determine your annuity payments during the income
phase;
. the expense risk that the current charges will be insufficient to cover the
actual cost of administering the certificate.
The mortality and expense risk charge cannot be increased. If the mortality and
expense risk charge is not sufficient, then we will bear the loss. However, we
do expect to profit from this charge.
Administrative Charge
This charge is equal, on an annual basis, to 0.15% of the daily value of the
assets invested in each fund, after fund expenses are deducted. We assess this
charge, together with the annual certificate maintenance charge, to reimburse us
for all the expenses associated with the administration of the certificate and
the separate account. Some of these expenses are: preparation of the
certificate, confirmations, annual reports and statements, maintenance of
certificate records, personnel costs, legal and accounting fees, filing fees,
and computer and systems costs. We can increase this charge, but the charge will
never exceed 0.25%. If we increase this charge, we will give you 90 days prior
notice.
Annual Certificate Maintenance Charge
At the end of each certificate year, we deduct $30 from your certificate as an
annual certificate maintenance charge. We may increase this charge, but it will
not exceed $60. If we increase this charge, we will give you 90 days prior
notice. Currently, we will not deduct this charge if, when we are to make the
deduction, the value of your certificate is $50,000 or more. However, we reserve
the right to increase the certificate value amount at which we will waive this
charge to $100,000 as provided by the certificate. Subject to state regulations,
we will deduct the annual certificate maintenance charge proportionately from
the investment choices you have selected. In no event, however, shall that
portion of the annual certificate maintenance charge we deducted from the fixed
account exceed $30 during any certificate year.
If you make a total withdrawal from your certificate, and the certificate value
is less than $50,000, we will deduct the full annual certificate maintenance
charge. If your certificate enters the income phase on a date other than its
certificate anniversary and the certificate value is less than $50,000, we will
deduct a pro rata portion of the charge. During the income phase, we will deduct
1/12th of the annual certificate maintenance charge from each payment regardless
of the certificate value.
Contingent Deferred Sales Charge
We do not deduct a sales charge when we receive a purchase payment. However, we
may assess a contingent deferred sales charge on any amount you withdraw that
exceeds the free withdrawal
24 Expenses
<PAGE>
amount. We use this charge to cover certain expenses relating to the sale of the
certificate.
If you withdraw:
. from more than one investment choice, we will deduct the contingent deferred
sales charge proportionately from the amounts remaining in the investment
choice(s) you selected.
. the total value from an investment choice, we will deduct the contingent
deferred sales charge proportionately from amounts remaining in the
investment choices that still have value.
. your entire certificate value, we will deduct the contingent deferred sales
from the certificate value. You will receive a check for the net amount.
The amount of the charge depends on the amount of the purchase payments and the
length of time since you made the purchase payments. The contingent deferred
sales charge is assessed as follows:
Year since Purchase
Payments were Accepted Charge
-------------------------------------------
1st Year 7%
-------------------------------------------
2nd Year 6%
-------------------------------------------
3rd Year 5%
-------------------------------------------
4th Year 4%
-------------------------------------------
5th Year 3%
-------------------------------------------
6th Year 2%
-------------------------------------------
7th Year 1%
-------------------------------------------
8th Year 0%
and thereafter
After your purchase payment has been in the certificate for 7 years, there is no
charge when you withdraw the purchase payment. Each purchase payment has its own
7-year sales charge period. We take withdrawals first from earnings, and then
from purchase payments. For purposes of the contingent deferred sales charge, we
treat withdrawals as coming from the oldest purchase payments first.
In addition to the free withdrawals described later in this section, we will not
impose a contingent deferred sales charge under the following circumstances.
. Upon payment of the death benefit or upon the amount applied to an annuity
payment option.
. If you surrender your certificate before April 30, 2000, and the proceeds
of the surrender are used to purchase a new group annuity issued by
MassMutual. The group annuity may be subject to charges upon surrender.
. If you redeem "excess contributions" to a plan qualifying for special
income tax treatment. These types of plans are referred to as Qualified
Plans, including Individual Retirement Annuities (IRAs). We look to the
Internal Revenue Code for the definition and description of excess
contributions.
. Owners of certain IRAs or non-qualified Flex Extra variable annuity
contracts issued by MassMutual that no longer have any contingent deferred
sales charge may exchange these certificates for a Panorama Premier
certificate. We call this the "Flex Extra Exchange Program." If you
exchange an eligible Flex Extra contract for a Panorama Premier
certificate, we will not assess a contingent deferred sales charge on the
amount that was in the original Flex Extra contract. However, if you make
any additional purchase payments to the Panorama Premier certificate they
will be subject to a contingent deferred sales charge under the Panorama
Premier certificate.
. If you own an IRA or a non-qualified Account A, Account B or Account E
variable annuity contract previously issued by Connecticut Mutual Life
Insurance Company, you can exchange that contract for a Panorama Premier
certificate. We call this the CML Exchange Program. If you exchange an
eligible Account A, Account B, or Account E contract for a Panorama Premier
certificate, we will not assess a contingent deferred sales charge on the
amount that was in the original contract. However, if you make additional
purchase payments to the Panorama Premier certificate they will be subject
to a contingent deferred sales charge under the Panorama Premier
certificate.
Expenses 25
<PAGE>
. Effective October 1, 1999, owners of certain Panorama IRAs or non-qualified
Panorama deferred variable annuity contracts issued by MassMutual that are
beyond the contingent deferred sales charge period may exchange these
contracts for a Panorama Premier certificate. If you exchange an eligible
Panorama contract for a Panorama Premier certificate, we will not assess a
contingent deferred sales charge on your Panorama contract value. However,
any additional payments that you make to the Panorama Premier certificate
will be subject to a contingent deferred sales charge under the Panorama
Premier certificate.
. Effective October 1, 1999, owners of certain Panorama Plus IRAs or
non-qualified Panorama Plus variable annuity contracts issued by C. M. Life
Insurance Company that are beyond the surrender charge period may exchange
these contracts for a Panorama Premier certificate. If you exchange an
eligible Panorama Plus contract for a Panorama Premier certificate, we will
not assess a surrender charge on your Panorama Plus contract value.
However, any additional payments that you make to the Panorama Premier
certificate will be subject to a contingent deferred sales charge under the
Panorama Premier certificate.
The exchange programs may not be available in all states. Check with your agent.
We have the right to terminate these exchange programs at any time. If you want
more information about the exchange programs, contact your agent or us at our
Annuity Service Center (800) 366-8226.
Free Withdrawals
You may withdraw, without incurring a contingent deferred sales charge, the
greater of:
. the part of your certificate value that is earnings on the date of
withdrawal; or
. 10% of purchase payments remaining in your certificate on the withdrawal
date reduced by any free withdrawal(s) you previously took during the
current certificate year.
We take withdrawals first from any investment earnings, and then from purchase
payments. If you withdraw an amount which exceeds the free withdrawal amount, we
will reduce the amount of your remaining purchase payments. We will calculate
the contingent deferred sales charge based on your oldest purchase payments
first.
Premium Taxes
Some states and other governmental entities charge premium taxes or similar
taxes. We are responsible for the payment of these taxes and will make a
deduction from your certificate value for them. Some of these taxes are due when
your certificate value is issued, others are due when annuity payments begin.
Currently we do not charge you for these taxes until you begin receiving annuity
payments or you make a total withdrawal. We may discontinue this practice and
assess the charge when the tax is due. Premium taxes generally range from 0% to
3.5%, depending on the state.
Transfer Fee
During the accumulation phase, you can make 12 free transfers every calendar
year. If you make more than 12 transfers a calendar year, we will deduct a
transfer fee of $20 or 2% of the amount that is transferred, whichever is less.
If you request to transfer a dollar amount, we will deduct any transfer fee from
the amount transferred.
If you request to transfer a percentage of your value in an investment choice,
we will deduct the transfer fee from the amount remaining in the investment
choice. If you transfer the entire amount in an investment choice, we will
deduct the transfer fee from the amount you transfer.
During the income phase, we allow 6 transfers and they are not subject to a
transfer fee. We consider all transfers made on one business day as one
transfer.
Income Taxes
We will deduct from the certificate any income taxes which we incur because of
the operation of the separate account. At the present time, we are not making
any such deductions. We will deduct any withholding taxes required by law.
Fund Expenses
There are deductions from and expenses paid out of the assets of the various
funds, which are described in the attached fund prospectuses. We may enter into
certain arrangements under which we are reimbursed by the funds' advisors,
distributors and/or affiliates for the administrative service that we provide.
26 Expenses
<PAGE>
The Income Phase
If you want to receive regular income from your annuity, you can choose to
receive fixed and/or variable annuity payments under one of six options. You can
choose the month and year in which those payments begin. We call that date the
annuity date. Your annuity date must be the first day of a calendar month. Your
annuity date cannot be earlier than 5 years after you buy the certificate.
You choose your annuity date when you purchase your certificate. You can change
it at any time before the annuity date provided you give us 30 days written
notice. If you do not choose an annuity option, we will assume that you selected
Life Income with 10 years of payments guaranteed.
Annuity payments must begin by the earlier of:
(1) The annuitant's 90(th) birthday or the 90(th) birthday of the oldest joint
annuitant;
(2) Your 90(th) birthday if you are not the annuitant or the 90(th) birthday of
the oldest joint participant; or
(3) The latest age permitted under state law.
We make annuity payments based on the age and sex of the annuitant under all
options except Option E. We may require proof of age and sex before annuity
payments begin.
At the annuity date, you have the same fund choices that you had in the
accumulation phase. You can choose whether payments will be fixed, variable, or
a combination of both. If you do not tell us otherwise, we will base your
annuity payments on the investment allocations that are in place on the annuity
date. Therefore, any amounts in the funds will be applied to a variable payout
and any amounts in the Fixed Account will be applied to a fixed payout.
In order to avoid adverse tax consequences, you should begin to take
distributions at least equal to the minimum amount required by the IRS, no later
than the required beginning date. If your certificate is an IRA, that date
should be the year you reach age 70 1/2. For qualified plans, that date is the
later of your retirement or when you reach age 70 1/2.
If your certificate value is less than $2,000 on the annuity date, we reserve
the right to pay you a lump sum rather than a series of annuity payments. If any
annuity payment is less than $100, we reserve the right to change the payment
basis to equivalent less frequent payments.
Fixed Annuity Payments
If you choose fixed payments, the payment amount will not vary. The payment
amount will depend upon the following 5 things:
. the value of your certificate on the annuity date;
. the deduction of premium taxes, if applicable,
. the deduction of the annual certificate maintenance charge,
. the annuity option you select, and
. the age and sex of the annuitant (and the age and sex of the joint
annuitant, if any).
Variable Annuity Payments
If you choose variable payments, the payment amount will vary with the
investment performance of the funds. The first payment amount will depend on the
following 6 things:
. the value of your certificate on the annuity date;
. the deduction of premium taxes, if applicable,
. the deduction of the annual certificate maintenance charge,
. the annuity option you select,
. the age and sex of the annuitant (and the age and sex of the joint
annuitant, if any), and
. an assumed investment rate (AIR) of 4% per year.
Future variable payments will depend on the performance of the funds you
selected. If the actual performance exceeds the 4% assumed
The Income Phase 27
<PAGE>
investment rate plus the deductions for expenses, your annuity payments will
increase. Similarly, if the actual rate is less than 4% plus the amount of the
deductions, your annuity payments will decrease.
Annuity Unit Value
In order to keep track of the value of your variable annuity payment, we use a
unit of measure called an annuity unit. We calculate the number of your annuity
units at the beginning of the income phase. During the income phase, the number
of annuity units will not change. However, the value of your annuity units will
change to reflect the investment performance of the funds you selected. The
Statement of Additional Information contains more information on how annuity
payments and annuity unit values are calculated.
Annuity Options
The following annuity options are available. After annuity payments begin, you
cannot change the annuity option or the frequency of annuity payments. In
addition, during the income phase we do not allow withdrawals.
Annuity Option A - Life Income. Under this option we make periodic payments as
long as the annuitant is alive. After the annuitant dies we stop making
payments.
Annuity Option B - Life Income with Period Certain. We will make periodic
payments for a guaranteed period, or as long as the annuitant lives, whichever
is longer. The guaranteed period may be 5, 10 or 20 years. If the beneficiary
chooses, he/she may elect a lump sum payment equal to the present value of the
remaining guaranteed annuity payments.
Annuity Option C - Joint and Last Survivor Payments. We will make periodic
payments during the joint lifetime of 2 annuitants. When one dies, we will
continue making these payments to the survivor as if both annuitants were alive.
We will not make payments after both annuitants have died.
Annuity Option D - Joint and 2/3 Survivor Annuity. We will make periodic
payments during the joint lifetime of 2 annuitants. We will continue making
payments during the lifetime of the surviving annuitant. We will compute these
payments for the surviving annuitant on the basis of two-thirds of the annuity
payment (or units) in effect during the joint lifetime. We will not make
payments after both annuitants have died.
Annuity Option E - Period Certain. We will make periodic payments for a
specified period. The specified period must be at least 5 years and cannot be
more than 30 years. If you do not want payments to continue for the remainder of
the specified period, you may elect to have an amount equal to the present value
of the remaining guaranteed annuity payments paid as a lump sum or applied to
another annuity option.
Annuity Option F - Special Income Settlement Agreement. We will pay you in
accordance with terms agreed upon in writing by both you and us.
28 The Income Phase
<PAGE>
Death Benefit
Death Of Participant During The Accumulation Phase
If you or the joint participant dies during the accumulation phase, we will pay
a death benefit to your primary beneficiary. If the joint participant dies, we
will treat the surviving joint participant, if any, as the primary beneficiary.
We will treat any other beneficiary designation on record at the time of death
as a contingent beneficiary unless you have changed it in writing.
Your beneficiary may request that the death benefit be paid under one of the
death benefit options. If the beneficiary is your spouse, he or she may elect to
become the participant of the certificate at the then current certificate value,
which may be less than the death benefit. If joint participants die
simultaneously, the death benefit will become payable.
Death Benefit Amount During The Accumulation Phase
Before the date you or the oldest joint participant reaches age 75, the death
benefit during the accumulation phase will be the greater of:
(1) your purchase payments, less any withdrawals and any applicable charges; or
(2) your certificate value as of the business day we receive proof of death and
election of the payment method; or
(3) your certificate value on the most recent 3 year certificate anniversary,
plus any subsequent purchase payments, less any subsequent withdrawals
including any applicable charges. Your first certificate anniversary is one
calendar year from the date we issued your certificate.
After you or the oldest joint participant reaches age 75, the death benefit
during the accumulation period will be the greater of:
(1) the purchase payments, less any withdrawals and any applicable charges; or
(2) your certificate value as of the business day we receive proof of death and
election of the payment method; or
(3) your certificate value on the most recent 3 year certificate anniversary
prior to the participant or the oldest joint participant reaching age 75,
plus any subsequent purchase payments, less any subsequent withdrawals,
including any applicable charges. Your first certificate anniversary is one
calendar year from the date we issued your certificate.
If the certificate is owned by a non-natural person, participant means annuitant
for purposes of determining the death benefit amount.
Death Benefit Options During The Accumulation Phase
A beneficiary who is not your surviving spouse must elect to receive the death
benefit under one of the following options, in the event you die during the
accumulation phase.
Option 1 - lump sum payment of the death benefit; or
Option 2 - the payment of the entire death benefit within 5 years of the date of
death; or
Option 3 - payment of the death benefit under an annuity option over the
lifetime of the beneficiary or over a period not extending beyond the life
expectancy of the beneficiary with distribution beginning within 1 year of the
date of your death or any joint participant.
Death Benefit 29
<PAGE>
If a lump sum payment is requested, we will pay the amount within 7 days after
we receive due proof of death and other necessary information at our Annuity
Service Center, unless we are required to suspend or delay payment. Payment to
the beneficiary, in any form other than a lump sum, may only be elected during
the 60-day period beginning with the date of receipt by us of proof of death.
Death Of Participant During The Income Phase
If you or the joint participant dies during the income phase, but the annuitant
is still alive, we will pay the remaining payments under the annuity option
elected at least as rapidly as under the method of distribution in effect at the
time of your death.
Death Of Annuitant
If the annuitant, who is not the participant or joint participant, dies during
the accumulation phase, you can name a new annuitant subject to the underwriting
rules we have in effect at the time. If you do not name an annuitant within 30
days of the death of the annuitant, you will become the annuitant. However, if
the participant is a non-natural person we will treat the death of the annuitant
as the death of the participant, and you may not name a new annuitant.
Upon the death of the annuitant on or after the annuity date, the death benefit,
if any, is as specified in the annuity option elected. We will pay death
benefits at least as rapidly as under the method of distribution in effect at
the annuitant's death.
30 Death Benefit
<PAGE>
Taxes
NOTE: We have prepared the following information on taxes as a general
discussion of the subject. It is not intended as tax advice to any individual.
You should consult your own tax adviser about your own circumstances. We have
included in the Statement of Additional Information an additional discussion
regarding taxes.
Annuity Certificates In General
Annuity certificates are a means of setting aside money for future needs -
usually retirement. Congress recognized how important saving for retirement was
and provided special rules in the Internal Revenue Code (Code) for annuities.
Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your annuity certificate until you take the money out. This is
referred to as tax deferral.
For variable annuity certificates, tax deferral depends on the insurance
company, and not you having control of the assets held in the separate accounts.
You can allocate account value from one fund of the separate account to another
but cannot direct the investments each fund makes. If you have too much
"investor control" of the assets supporting the separate account funds, then you
will be taxed on the gain in the contract as it is earned rather than when it is
withdrawn.
The Internal Revenue Service (IRS) has provided some guidance on investor
control but several issues remain unclear. One unanswered question is whether a
participant can have too much investor control if the variable certificate
offers a large choice of funds in which to invest account values.
We do not know if the IRS will issue any guidance on this question. We do not
know if any guidance would have a retroactive effect. Consequently, we reserve
the right to modify the certificate, as necessary, so that you will not be
treated as having investor control of the assets held under the separate
account.
There are different rules as to how you are taxed depending on how you take the
money out and the type of certificate - qualified or non-qualified (see
following sections).
You, as the participant of a non-qualified annuity, will generally not be taxed
on increases in the value of your certificate until a distribution occurs -
either as a withdrawal or as annuity payments. When you make a withdrawal, you
are taxed on the amount of the withdrawal that is earnings. For annuity
payments, different rules apply. A portion of each annuity payment is treated as
a partial return of your purchase payments and is not taxed. The remaining
portion of the annuity payment is treated as ordinary income. How the annuity
payment is divided between taxable and non-taxable portions depends upon the
period over which the annuity payments are expected to be made. Annuity payments
received after you have recovered all of your purchase payments are fully
ineludible in income.
When a non-qualified certificate is owned by a non-natural person (e.g.,
corporation or certain other entities other than a trust holding the certificate
as an agent for a natural person), the certificate will generally not be treated
as an annuity for tax purposes.
Qualified And Non-Qualified Certificates
If you purchase the certificate as an individual and not under any pension plan,
specially sponsored program or an individual retirement annuity, your
certificate is referred to as a non-qualified certificate.
If you purchase the certificate under a pension plan, specially sponsored
program, or an individual retirement annuity, your certificate is referred to as
a qualified certificate. Examples of qualified plans are: deductible and
non-deductible Individual Retirement Annuities (IRAs), and pension and
profit-sharing plans, which include 401(k) plans and H.R. 10 Plans.
Taxes 31
<PAGE>
Withdrawals - Non-Qualified
Certificates
The Code treats any withdrawals (1) allocable to purchase payments made after
August 13, 1982 in an annuity contract entered into prior to August 14, 1982 and
(2) from an annuity contract entered into after August 14, 1982, as first coming
from earnings and then from your purchase payments. The withdrawn earnings are
ineludible in income.
The Code also provides that any amount received under an annuity certificate
which is included in income may be subject to a penalty. The amount of the
penalty is equal to 10% of the amount that is ineludible in income. Some
withdrawals will be exempt from the penalty.
They include any amounts:
(1) paid on or after you reach age 59 1/2;
(2) paid to your beneficiary after you die;
(3) paid if you become totally disabled (as that term is defined in the Code);
(4) paid in a series of substantially equal payments made annually (or more
frequently) for life or your life expectancy or for the joint life
expectancies of you and your designated beneficiary;
(5) paid under an immediate annuity; or
(6) which come from purchase payments made before August 14, 1982.
Withdrawals - Qualified Certificates
If you have no cost basis for your interest in a qualified certificate, the full
amount of any distribution is taxable to you as ordinary income. If you do have
a cost basis for your interest, a portion of the distribution is taxable,
generally based on the ratio of your cost basis to your total certificate value.
Special tax rules may be available for certain distributions from a qualified
certificate.
Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of
any distribution from qualified retirement plans, including contracts issued and
qualified under Code Sections 401 (Pension and Profit-Sharing Plans), 408
(Individual Retirement Annuities - IRAs), and 408A (Roth IRAs). Exceptions from
the penalty tax are as follows:
. distributions made on or after you reach age 59 1/2;
. distributions made after your death or disability (as defined in Code
Section 72(m)(7);
. after separation from service, distributions that are part of substantially
equal periodic payments made not less frequently than annually for your
life (or life expectancy) or the joint lives (or joint life expectancies)
of you and your designated beneficiary (in applying this exception to
distributions from IRAs, a separation from service is not required);
. distributions made after separation of service if you have reached age 55
(not applicable to distributions from IRAs);
. distributions made to you up to the amount allowable as a deduction to you
under Code Section 213 for amounts you paid during the taxable year for
medical care;
. distributions made to an alternate payee pursuant to a qualified domestic
relations order (not applicable to distributions from IRAs);
. distributions from an IRA for the purchase of medical insurance (as
described in Code Section 213(d)(1)(D)) for you and your spouse and
dependents if you received unemployment compensation for at least 12 weeks
and have not been re-employed for at least 60 days);
. distributions from an IRA to the extent they do not exceed your qualified
higher education expenses (as defined in Code Section 72(t)(7) for the
taxable year; and
. distributions from an IRA which are qualified first-time home buyer
distributions (as defined in Code Section 72(t)(8)).
Generally, distributions from a qualified plan must begin no later than April
1st of the calendar year following the later of (a) the year in which you attain
age 70 1/2 or (b) the calendar year in which you retire. The date set forth in
32 Taxes
<PAGE>
(b) does not apply to an IRA. Required distributions do not apply to a Roth IRA
during your lifetime. Required distributions must be over a period not exceeding
your life expectancy or the joint lives or joint life expectancies of you and
your designated beneficiary. If required minimum distributions are not made, a
50% penalty tax is imposed on the amount that should have been distributed.
Withdrawals - Tax-Sheltered
Annuities
Pursuant to Revenue Ruling 90-24, we will allow partial or full transfers of a
participant's interest in a non-ERISA Tax-Sheltered Annuity to this certificate.
However, this certificate cannot be used for salary reduction contributions.
The Code limits the withdrawal of purchase payments made by participants through
salary reductions from certain Tax-Sheltered Annuities. Withdrawals of salary
reduction amounts and their earnings can be made when a participant:
(1) reaches age 59 1/2;
(2) leaves his/her job;
(3) dies;
(4) becomes disabled, as that term is defined in the Code; or
(5) in the case of hardship.
In the case of hardship, the participant can only withdraw the purchase payments
and not any earnings.
Any certificate value as of December 31, 1988 is not subject to these
restrictions. Additionally, return of "excess contributions" or amounts paid to
a spouse as a result of a qualified domestic relations order are not subject to
these restrictions.
Taxes 33
<PAGE>
Other Information
Performance
We may advertise certain performance-related information. This information
reflects historical performance and is not intended to indicate or predict the
future performance.
Standardized Total Returns
We will show standardized average annual total returns for sub-accounts that
have been in existence for more than one year. These returns assume you made a
single $1,000 payment at the beginning of the period and withdrew the entire
amount at the end of the period. The return reflects a deduction for the
contingent deferred sales charge, the annual certificate maintenance charge and
all other separate account and certificate level charges, except premium taxes,
if any.
If a sub-account has been in existence for less than one year, we will show the
aggregate total return. This assumes you made a single $1,000 payment at the
beginning of the period and withdrew the entire amount at the end of the period.
The return reflects the change in unit value and a deduction of the contingent
deferred sales charge.
Nonstandard Total Returns
We will also show total returns based on historical performance of the
sub-accounts and underlying funds. We may assume the certificates were in
existence prior to their inception date, September 1, 1998, which they were not.
Total return percentages include all fund level and separate account level
charges. They do not include a contingent deferred sales charge, certificate
maintenance charge, or premium taxes, if any. If these charges were included,
returns would be less than those shown.
Total Returns compare the value of an accumulation unit at the beginning of a
period with the value of an accumulation unit at the end of the period.
Average Annual Total Returns measure this performance over a period of time
greater than one year. Average annual total returns compare values over a given
period of time and express the percentage as an average annual rate.
Yield and Effective Yield
We may also show yield and effective yield for the Oppenheimer Money Fund/VA
over a seven-day period, which we then "annualize". This means that when we
calculate yield, we assume that the amount of money the investment earns for the
week is earned each week over a 52-week period. We show this as a percentage of
the investment. We calculate the "effective yield" similarly, but when we
annualize the amount, we assume the income earned is re-invested. Therefore, the
effective yield is slightly higher that the yield because of the compounding
effect.
Related Performance
Some of the funds available to you are similar to mutual funds offered in the
retail marketplace. These funds generally have the same investment objectives,
policies and portfolio managers as the retail mutual funds and usually were
formed after the retail mutual funds. While these funds generally have identical
investment objectives, policies and portfolio managers, they are separate and
distinct from retail mutual funds. In fact, performance of these funds may be
dramatically different from the performance of the retail mutual funds. This is
due to differences in the funds' sizes, dates shares of stocks are purchased and
sold, cash flows and expenses. You should remember that retail mutual fund
performance is not the performance of the funds available in this certificate
and is not an indication of future performance of these funds.
Year 2000
Like other businesses and governments around the world, we could be adversely
affected if the computer systems used by us and those with which we do business
do not properly recognize the year 2000. This is commonly known as the "Year
2000 issue".
34 Other Information
<PAGE>
In 1996, we began an enterprise-wide process of identifying, evaluating and
implementing changes to computer systems and applications software to address
the Year 2000 issue on our own behalf and on behalf of our subsidiaries. We are
addressing the Year 2000 issue internally with modifications to existing
programs and conversions to new programs. We are also seeking assurances from
vendors, customers, service providers, governments and others with which we
conduct business, to determine their year 2000 readiness.
The costs related to the Year 2000 issue are currently being expensed, and when
measured against net gain from operations, are not material to us.
Distributors
MML Distributors, LLC (MML Distributors) serves as principal underwriter for the
certificates. MML Investors Services, Inc. (MMLISI) serves as co-underwriter for
the certificates. Their purpose as underwriters is to distribute the
certificates. MML Distributors and MMLISI are wholly-owned subsidiaries of
MassMutual. Both are located at 1414 Main Street, Springfield, Massachusetts
01144-1013.
We will pay commissions to broker-dealers who sell the certificates. Currently,
we pay an amount up to 7% of purchase payments. As an alternative, we may pay a
commission of 1.2% of certificate values each certificate year. We also may pay
a commission that is a combination of purchase payments and certificate value.
These alternatives could exceed 7%.
From time to time, MML Distributors may enter into special arrangements with
certain broker-dealers. These special arrangements may provide for the payment
of higher compensation to such broker-dealers for selling the certificates.
Electronic Transmission Of Application Information
Upon agreement with a limited number of broker-dealers, we will accept
electronic data transmissions of application information. Our Annuity Service
Center will accept this information at the time the initial purchase payment is
transmitted by wire. We will not allow you to exercise any ownership rights in
the certificate until you have signed and returned to us one of the following:
an application; a delivery receipt; or what we consider to be their equivalent.
Please contact your representative for more information.
Assignment
You can assign the certificate at any time during your lifetime. We will not be
bound by the assignment until we receive written notice of the assignment. We
will not be liable for any payment or other action we take in accordance with
the certificate before we receive notice of the assignment. You may be subject
to tax consequences if you assign your certificate.
If the certificate is issued pursuant to a qualified plan, there may be
limitations on your ability to assign the certificate. If you assign your
certificate, your rights may only be exercised with the consent of the assignee
of record. We require consent of any irrevocable beneficiary before we assign
proceeds.
Voting Rights
We are the legal owner of the fund shares. However, when a fund solicits proxies
in conjunction with a vote of shareholders, it is required to obtain from you
and other participants, instructions as to how to vote those shares. When we
receive those instructions, we will vote all of the shares, for which we have
not received voting instructions, in proportion to those instructions. This will
also include any shares that we own on our own behalf. If we determine that we
are no longer required to comply with the above, we will vote the shares in our
own right.
During the accumulation phase of your certificate and while the annuitant is
living, we determine the number of shares you may vote by dividing your
certificate value in each fund, if any, by $100. Fractional shares are counted.
During the income phase or after the annuitant dies, we determine the number of
shares you may vote based on our liability for future variable monthly annuity
payments.
Other Information 35
<PAGE>
Reservation Of Rights
We reserve the right to:
. substitute another fund for one of the funds
you selected, and
. add or eliminate sub-accounts.
If we exercise any of these rights, we will receive prior approval from the
Securities and Exchange Commission, if necessary. We will also give you notice
of our intent to exercise any of these rights.
Suspension Of Payments Or
Transfers
We may be required to suspend or postpone
payments for withdrawals or transfers from the
funds for any period when:
. the New York Stock Exchange is closed (other than customary weekend and
holiday closings); or
. trading on the New York Stock Exchange is restricted;
. 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;
. during any other period when the Securities and Exchange Commission, by
order, so permits for your protection.
We reserve the right to defer payment for a withdrawal from The Fixed Account
for the period permitted by law but not for more than six months.
Legal Proceedings
We are currently not involved in any legal proceedings that might adversely
impact the certificates.
Financial Statements
We have included our financial statements and those of the separate account in
the Statement of Additional Information.
Additional Information
For further information about the certificate, you may obtain a Statement of
Additional Information. You can call the telephone number indicated on the cover
page or you can write to us. For your convenience we have included a form for
that purpose.
The Table of Contents of this statement is as follows:
1. Company
2. Custodian
3. Assignment of Certificate
4. Distribution
5. Purchase of Securities Being Offered
6. Accumulation Units and Unit Value
7. Transfers During the Income Phase
8. Payment of Death Benefit
9. Annuity Payments
10. Federal Tax Matters
11. Performance Measures
12. Experts
13. Financial Statements
36 Other Information
<PAGE>
To: Massachusetts Mutual Life Insurance Company
Annuity Products, H565
P.O. Box 9067
Springfield, Massachusetts 01102-9067
Please send me a Statement of Additional Information for MassMutual's Panorama
Premier.
Name _____________________________________
Address _____________________________________
_____________________________________
City ________________ State____ Zip_______
Telephone _____________________________________
<PAGE>
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<PAGE>
Appendix A -
Condensed Financial Information
The following schedules include accumulation unit values for the periods
indicated. This data has been extracted from the separate account's audited
financial statements. This information should be read in conjunction with the
separate account's audited financial statements and related notes that are
included in the Statement of Additional Information.
Accumulation Unit Values
<TABLE>
<CAPTION>
Sub-Account Dec 31, 1998 1998(a)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Oppenheimer Money 11.150105 10.00
- --------------------------------------------------------------------------------------------------
Oppenheimer Bond 11.725305 10.00
- --------------------------------------------------------------------------------------------------
Panorama LifeSpan Diversified Income 12.046624 10.00
- --------------------------------------------------------------------------------------------------
Panorama Total Return 13.876594 10.00
- --------------------------------------------------------------------------------------------------
Panorama LifeSpan Balanced 12.983356 10.00
- --------------------------------------------------------------------------------------------------
Panorama LifeSpan Capital Appreciation 13.619392 10.00
- --------------------------------------------------------------------------------------------------
Panorama Growth 15.669692 10.00
- --------------------------------------------------------------------------------------------------
Panorama International Equity(b) 13.961844 10.00
- --------------------------------------------------------------------------------------------------
Fidelity's VIP II Contrafund(R) 12.598281 10.00
- --------------------------------------------------------------------------------------------------
American Century VP Income & Growth 12.423410 10.00
- --------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth 13.076410 10.00
- --------------------------------------------------------------------------------------------------
MML Small Cap Value Equity 11.164329 10.00
Accumulation Units Outstanding
Sub-Account Dec 31, 1998
- --------------------------------------------------------------------------------------------------
Oppenheimer Money 113,305
- --------------------------------------------------------------------------------------------------
Oppenheimer Bond 59,397
- --------------------------------------------------------------------------------------------------
Panorama LifeSpan Diversified Income 19,531
- --------------------------------------------------------------------------------------------------
Panorama Total Return 64,846
- --------------------------------------------------------------------------------------------------
Panorama LifeSpan Balanced 53,713
- --------------------------------------------------------------------------------------------------
Panorama LifeSpan Capital Appreciation 3,418
- --------------------------------------------------------------------------------------------------
Panorama Growth 29,056
- --------------------------------------------------------------------------------------------------
Panorama International Equity(b) 13,535
- --------------------------------------------------------------------------------------------------
Fidelity's VIP II Contrafund(R) 18,660
- --------------------------------------------------------------------------------------------------
American Century VP Income & Growth 39,253
- --------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth 15,476
- --------------------------------------------------------------------------------------------------
MML Small Cap Value Equity 8,742
</TABLE>
(a) Commencement of public offering was September 1, 1998.
(b) Effective October 1, 1999, this Sub-Account will be called Oppenheimer
International Growth Sub-Account.
Appendix A A-1
<PAGE>
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