<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1996
FILE NOS. 333-01363
811-3215
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 1 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 12 /X/
(CHECK APPROPRIATE BOX OR BOXES.)
------------------------
PANORAMA SEPARATE ACCOUNT
(Exact Name of Registrant)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Name of Depositor)
------------------------
1295 STATE STREET, SPRINGFIELD, MASSACHUSETTS 01111
(Address of Depositor's Principal Executive (Zip Code)
Offices)
Depositor's Telephone Number, including Area Code (413) 744-8441
------------------------
THOMAS F. ENGLISH, ESQUIRE
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS 01111
Name and Address of Agent for Service
------------------------
COPIES TO:
Richard M. Howe, Esq.
Massachusetts Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
------------------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
/ / on pursuant to paragraph (a) of Rule 485
/ / 60 days after filing pursuant to paragraph (a) of Rule 485
/ / immediately after filing pursuant to paragraph (b) of Rule 485
/X/ on May 1, 1996 pursuant to paragraph (b) of Rule 485.
An indefinite number of securities has been registered under the Securities
and Exchange Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
REGISTRATION STATEMENT ON FORM N-4
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM NO.
- --------
<S> <C> <C>
PART A INFORMATION REQUIRED IN A PROSPECTUS
Item 1 Cover Page.................... Cover Page
Item 2 Definitions................... Definitions
Item 3 Synopsis...................... Summary
Item 4 Condensed Financial
Information.................. Condensed Financial
Information
Item 5 General Description of
Registrant................... Massachusetts Mutual Life
Insurance Company,
OppenheimerFunds, Inc. and
the Fund/What is the Panorama
Separate Account and How Does
It Operate?/ Summary/What are
My Voting Rights?/ Tell Me
About MML Distributors, LLC
Item 6 Deductions and Expenses....... Charges Under the
Contracts/What is the Panorama
Separate Account?/Tell Me
About the Fund
Item 7 General Description of
Variable Annuity Contracts... The Contracts and the Panorama
Separate Account
Item 8 Annuity Period................ Payment of Benefits
Item 9 Death Benefit................. Payment of Benefits
Item 10 Purchases and Contract
Value........................ Summary/Operation of the
Contracts/Tell Me About MML
Investors Services, Inc./
Tell Me About MML
Distributors, LLC
Item 11 Redemptions................... Payment of Benefits
Item 12 Taxes......................... Miscellaneous
Item 13 Legal Proceedings............. Miscellaneous
Item 14 Table of Contents of the
Statement of Additional
Information.................. Statement of Additional
Information/Table of Contents
PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15 Cover Page.................... Cover Page
Item 16 Table of Contents............. Table of Contents
Item 17 General Information and
History...................... Not applicable
Item 18 Services...................... The Investment Adviser and
Administrator/Independent
Public Accountants
Item 19 Purchase of Securities Being
Offered...................... Purchase of Contracts/Sales
Charges
Item 20 Underwriters.................. Underwriting Arrangements
Item 21 Calculation of Performance
Data......................... Investment Performance
Calculations
Item 22 Annuity Payments.............. How Annuity Payments are
Determined
Item 23 Financial Statements.......... Financial Statements
</TABLE>
<PAGE>
REGISTRATION STATEMENT ON FORM N-4
CROSS REFERENCE SHEET (CONT'D)
<TABLE>
<CAPTION>
ITEM NO.
- --------
PART C OTHER INFORMATION
<S> <C> <C>
Item 24 Financial Statements and
Exhibits..................... Financial Statements and
Exhibits
Item 25 Directors and Officers of the
Depositor.................... Directors and Officers of
Massachusetts Mutual Life
Insurance Company
Item 26 Persons Controlled by or Under
Common Control with the
Depositor or Registrant...... Persons Controlled by or under
Common Control with the
Depositor or Registrant
Item 27 Number of Contract Owners..... Number of Contract Owners
Item 28 Indemnification............... Indemnification
Item 29 Principal Underwriters........ Principal Underwriters
Item 30 Location of Accounts and
Records...................... Location of Accounts and
Records
Item 31 Management Services........... Management Services
Item 32 Undertakings.................. Undertakings
</TABLE>
<PAGE>
PART A
<PAGE>
PANORAMA SEPARATE ACCOUNT
INDIVIDUAL DEFERRED AND IMMEDIATE
VARIABLE ANNUITY CONTRACTS ISSUED BY
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 STATE STREET, SPRINGFIELD, MASSACHUSETTS
1-800-234-5606
ANNUITY SERVICE CENTER
P.O. BOX 13217
KANSAS CITY, MISSOURI 64199
1-800-343-5629
------------------------
QUALIFIED AND NON-QUALIFIED ANNUITY PLANS
The individual variable annuity contracts described in this Prospectus are
offered for use in connection with plans qualified under Section 401(a) or
403(a) of the Internal Revenue Code, amended, ("the Code"), annuity purchase
plans adopted according to Section 403(b) or 408 of the Code, governmental plans
and eligible state and other tax-exempt employer deferred compensation plans
under Sections 414(d) and 457 of the Code, and individual non-tax-qualified
retirement plans.
Persons purchasing these contracts for use in connection with individual
retirement annuity plans sponsored by Massachusetts Mutual Life Insurance
Company ("MML") should see Appendix A for disclosures applicable to them.
This Prospectus sets forth concise information about the Panorama Separate
Account (the "Account") that a prospective investor should know before
investing. A Statement of Additional Information concerning the Account has been
filed with the Securities and Exchange Commission and is incorporated herein by
reference. It may be obtained without charge either by a written request
addressed to the Account at the above address, or by calling 1-800-234-5606, and
asking for the Panorama Separate Account's Statement of Additional Information
dated May 1, 1996.
------------------------
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
OPPENHEIMER VARIABLE ACCOUNT FUNDS AND THE PANORAMA SERIES FUND, INC.
WHICH CONTAIN FULL DESCRIPTIONS OF THE RESPECTIVE FUND. THIS
PROSPECTUS SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE CONTRACTS DESCRIBED IN THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD, OR ANY OTHER AGENCY.
------------------------
THE DATE OF THIS PROSPECTUS IS MAY 1, 1996
<PAGE>
SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1996
SUPPLEMENT EFFECTIVE MAY 1, 1996-JUNE 1, 1996
THE INFORMATION IN THIS SUPPLEMENT SUPERSEDES ANY CONFLICTING INFORMATION
CONTAINED IN THE ATTACHED PROSPECTUS. THIS SUPPLEMENTAL INFORMATION IS EFFECTIVE
FROM MAY 1, 1996 TO JUNE 1, 1996 ONLY. AFTER JUNE 1, 1996, THIS SUPPLEMENT
SHOULD BE DISCARDED.
On April 11, 1996 Massachusetts Mutual Life Insurance Company ("MML") and
Panorama Separate Account (the "Separate Account") received approval from the
Securities and Exchange Commission ("SEC") to perform a substitution of
securities issued by certain investment management companies to the Separate
Account. More specifically, MML and the Separate Account received permission to
substitute the Money Market Sub-Account's investment in the Money Market
Portfolio of the Panorama Series Fund, Inc. ("Panorama Fund"), formerly known as
Connecticut Mutual Financial Services Series Fund I, Inc., for the Money Fund of
Oppenheimer Variable Account Funds ("OVAF"). In addition, MML and the Separate
Account also received permission to substitute the Income Sub-Account's
investment in the Income Portfolio of the Panorama Fund for the Bond Fund of
OVAF. MML AND THE SEPARATE ACCOUNT INTEND TO PERFORM THESE SUBSTITUTIONS ON JUNE
1, 1996.
The attached prospectus reflects certain investment information which
becomes applicable after the substitution. UNTIL JUNE 1, 1996, THE FOLLOWING
INFORMATION SUPERSEDES THAT CONTAINED IN THE FOLLOWING SECTIONS OF THE
PROSPECTUS: DEFINITIONS -- FUNDS, DEFINITIONS -- PORTFOLIO, DEFINITIONS --
VALUATION DATE, CONTRACTS OFFERED, PANORAMA SEPARATE ACCOUNT FEE TABLE --
IMMEDIATE CONTRACTS, PANORAMA SEPARATE ACCOUNT FEE TABLE -- DEFERRED CONTRACTS,
WHAT ARE THE PANORAMA CONTRACTS?, WHAT IS THE PANORAMA SEPARATE ACCOUNT AND HOW
DOES IT OPERATE?, HOW ARE CHARGES DETERMINED UNDER THESE CONTRACTS?, HOW ARE THE
UNDERLYING PORTFOLIO SHARES VALUED?, TELL ME ABOUT THE FUND, WHAT ARE MY VOTING
RIGHTS?
The following supersedes any conflicting information contained in the Face
Page of the Prospectus:
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE PANORAMA
SERIES FUND, INC. WHICH CONTAINS FULL DESCRIPTIONS OF THE FUND.
The following supercedes any conflicting information contained in Page iii
of the Prospectus:
FUNDS: The four Sub-Accounts of the Panorama Separate Account invest in
corresponding shares of certain investment Portfolios of the Panorama Series
Fund, Inc. ("Panorama Fund"), previously named Connecticut Mutual Financial
Services Series Fund I, Inc. The Panorama Fund is a diversified, open-end
management investment company. The following four (4) Portfolios of the Panorama
Fund are available under the Contract: the Money Market Portfolio, the Income
Portfolio, the Total Return Portfolio, and the Growth Portfolio.
PORTFOLIO: one of the classes of common stock of the Panorama Fund.
VALUATION DATE: a day on which the common stock of the Portfolios of the
Panorama Fund are valued.
The following supersedes any conflicting information contained in Page 1 of
the Prospectus:
CONTRACTS OFFERED
Each Sub-Account is invested in a corresponding Portfolio of Panorama Fund.
The investment objective of each available Portfolio is as follows:
MONEY MARKET PORTFOLIO: seeks high current income consistent with
preservation of capital and maintenance of liquidity by investing in money
market instruments. An investment in the Money Market Portfolio is neither
insured nor guaranteed by the U.S. Government. The Money Market Portfolio seeks
to maintain a stable price per share of $1.00, but there can be no assurance
that it will be able to do so.
INCOME PORTFOLIO: seeks high current income consistent with prudent
investing risk and preservation of capital by investing primarily in fixed
income debt securities anticipated to have an average maturity of eight to
twelve years.
<PAGE>
TOTAL RETURN PORTFOLIO: to maximize the total investment return achieved
(including capital appreciation and income) by allocating its assets among
stocks, corporate bonds, securities issued by the U.S. Government and its
instrumentalities and money market instruments according to changing market
conditions.
GROWTH PORTFOLIO: to achieve long-term growth of capital by investing
primarily in common stocks with low price-earnings ratios and better than
anticipated earnings.
The following supersedes any conflicting information contained in Page 3 of
the Prospectus:
PANORAMA SEPARATE ACCOUNT FEE TABLE
IMMEDIATE CONTRACTS
<TABLE>
<CAPTION>
MONEY MARKET INCOME TOTAL RETURN GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
OWNER TRANSACTION EXPENSES
Sales Load Imposed on Purchase 3% 3% 3% 3%
Transfer Fee 0 0 0 0
One-Time Policy Fee
(deducted from Purchase Payment) $70 per policy
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A % OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Fees 0.73% 0.73% 0.73% 0.73%
Total Separate Account Annual Expenses 0.73% 0.73% 0.73% 0.73%
PORTFOLIO ANNUAL EXPENSES
(AS A % OF AVERAGE NET ASSETS)
Management Fee 0.500% 0.590% 0.553% 0.613%
Other Expenses 0.070% 0.060% 0.037% 0.047%
Total Portfolio Annual Expenses 0.570% 0.650% 0.590% 0.660%
</TABLE>
The purpose of this table is to assist the Owner in understanding the
various costs and expenses that an Owner will bear directly and indirectly. The
table reflects charges and expenses of the Separate Account as well as the
Portfolio for the year ended December 31, 1995; future expenses may be higher or
lower. For more information on the charges described in this table, see "CHARGES
UNDER THE CONTRACTS" on page 11, and the prospectus for the Panorama Fund which
accompanies this Prospectus. Premium taxes will be deducted from some contracts,
in accordance with applicable state law.
The following supersedes any conflicting information contained in Page 4 of
the Prospectus:
PANORAMA SEPARATE ACCOUNT FEE TABLE
DEFERRED CONTRACTS
<TABLE>
<CAPTION>
MONEY MARKET INCOME TOTAL RETURN GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
OWNER TRANSACTION EXPENSES
Sales Load Imposed on Purchases 0 0 0 0
Maximum Contingent Deferred Sales Load
(as a % of Policy Value Withdrawn) 5% 5% 5% 5%
Surrender Fees 0 0 0 0
Transaction Charge $10 $10 $10 $10
ANNUAL MAINTENANCE CHARGE $70 per policy
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A % OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Fees 0.73% 0.73% 0.73% 0.73%
Total Separate Account Annual Expenses 0.73% 0.73% 0.73% 0.73%
PORTFOLIO ANNUAL EXPENSES
(AS A % OF AVERAGE NET ASSETS)
Management Fee 0.500% 0.590% 0.553% 0.613%
Other Expenses 0.070% 0.060% 0.037% 0.047%
Total Portfolio Annual Expenses 0.570% 0.650% 0.590% 0.660%
</TABLE>
The purpose of this table is to assist the Owner in understanding the
various costs and expenses that an Owner will bear directly and indirectly. The
table reflects charges and expenses of the
<PAGE>
Separate Account as well as the Portfolio for the year ended December 31, 1995;
future expenses may be higher or lower. For more information on the charges
described in this table, see "CHARGES UNDER THE CONTRACTS" on page 11, and the
prospectus for the Panorama Fund which accompanies this Prospectus. Premium
taxes will be deducted from some contracts, in accordance with applicable state
law.
The following supersedes any conflicting information contained in Page 5 of
the Prospectus:
EXAMPLES
An Owner of the contract would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets,
1. If you surrender your contract at the end of the applicable time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Sub-Account $ 67.55 $ 99 $ 137.99 $ 235.09
Money Market Sub-Account $ 66.65 $ 96.25 $ 133.33 $ 225.28
Income Sub-Account $ 67.45 $ 98.69 $ 137.47 $ 234.00
Total Return Sub-Account $ 66.85 $ 96.87 $ 134.37 $ 227.47
</TABLE>
2. If you annuitize your contract at the end of the applicable time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Sub-Account $ 46.84 $ 60.05 $ 84.48 $ 184.44
Money Market Sub-Account $ 45.92 $ 57.19 $ 79.58 $ 174.16
Income Sub-Account $ 46.74 $ 59.73 $ 83.94 $ 183.30
Total Return Sub-Account $ 46.13 $ 57.83 $ 80.67 $ 176.45
</TABLE>
3. If you do NOT surrender or annuitize your contract:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Sub-Account $ 15.78 $ 48.97 $ 84.48 $ 184.44
Money Market Sub-Account $ 14.83 $ 46.09 $ 79.58 $ 174.16
Income Sub-Account $ 15.67 $ 48.65 $ 83.94 $ 183.30
Total Return Sub-Account $ 15.04 $ 46.73 $ 80.67 $ 176.45
</TABLE>
The following supersedes any conflicting information contained in Page 7 of
the Prospectus:
WHAT ARE THE PANORAMA CONTRACTS?
The variable Annuity contracts offered through the Panorama Separate Account
(the "Separate Account") are designed to help Contract Owners reach their
retirement goals. There are no deductions from Purchase Payments under a
deferred contract so the entire Purchase Payment is invested in the sub-account
selected. In a single premium immediate contract, the Purchase Payment net of
the sales charge is used to provide an immediate Annuity. Four Portfolios, each
with a distinct investment objective, are available. Each Sub-Account of the
Separate Account invests in a corresponding Portfolio of the Panorama Fund. You
pick the Portfolio you wish. You may use any or all of them. You determine the
percentage of your Purchase Payments that are put into each Portfolio. You may
transfer assets among the Portfolios. The result is an investment program
selected to meet your specific and, perhaps, changing investment needs.
Shares of the Panorama Fund are also offered to certain separate accounts
funding variable life insurance or variable annuity policies issued by MML or
one of its affiliate insurance companies.
WHAT IS THE PANORAMA SEPARATE ACCOUNT AND HOW DOES IT OPERATE?
Purchase Payments are allocated to one or more sub-accounts of the Separate
Account. Each sub-account is invested exclusively in the corresponding Portfolio
of the Panorama Fund. Assets of tax-qualified and non tax-qualified contracts
will be placed in separate sub-accounts for each Portfolio, except the Money
Market Portfolio.
<PAGE>
The following supersedes any conflicting information contained in Page 11 of
the Prospectus:
HOW ARE CHARGES DETERMINED UNDER THESE CONTRACTS?
In addition, the Portfolios of the Panorama Fund in which the sub-accounts
are invested are subject to charges for investment advisory services and other
expenses (See the accompanying prospectus for the Panorama Fund for a discussion
of these fees).
The following supersedes any conflicting information contained in Page 15 of
the Prospectus:
HOW ARE THE UNDERLYING PORTFOLIO SHARES VALUED?
The shares of each Portfolio are valued at net asset value on each day the
New York Stock Exchange is open for business. A description of the valuation
method used in valuing shares of each Portfolio may be found in the accompanying
prospectus for the Panorama Fund.
The following supersedes any conflicting information contained in Page 20 of
the Prospectus:
TELL ME ABOUT THE FUNDS
The Panorama Series Fund, Inc. ("Panorama Fund") is a open-end diversified
investment management company which has (9) nine Portfolios, four (4) of which
are available for contracts offered by this Prospectus. Each Portfolio issues a
separate series of stock. OppenheimerFunds, Inc. ("OFI") is the investment
manager to the Panorama Fund. OFI is an indirect subsidiary of MML and is
registered with the SEC as an investment adviser. OFI provides investment
management to investment companies and together with a subsidiary, manages
companies with over $50 billion in assets and nearly three (3) million
shareholder accounts. OFI is located at Two World Trade Center, New York, New
York, and also has offices at 3410 South Gelena Street, Denver, Colorado 80231.
A full description of the Portfolios, their investment policies and
restrictions, risks, charges and expenses and all other aspects of their
operations, is contained in the accompanying prospectus for the Panorama Fund
which should be read in conjunction with this Prospectus.
The following supersedes any conflicting information contained in Page 22 of
the Prospectus:
WHAT ARE MY VOTING RIGHTS?
The number of votes which each Contract Owner may cast shall be determined
as of the record date for shareholders of each Portfolio as determined by the
Board of Directors for the Panorama Fund.
END OF SUPPLEMENT
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
DEFINITIONS........................................................................... iii
SUMMARY............................................................................... 1
PANORAMA SEPARATE ACCOUNT FEE TABLE
Immediate Contracts................................................................. 3
PANORAMA SEPARATE ACCOUNT FEE TABLE
Deferred Contracts.................................................................. 4
PANORAMA SEPARATE ACCOUNT OF
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
CONDENSED FINANCIAL INFORMATION...................................................... 6
THE CONTRACTS AND THE PANORAMA SEPARATE ACCOUNT....................................... 7
What are the Panorama contracts?.................................................... 7
Who can buy these contracts?........................................................ 8
Are there special considerations if I purchase a contract in connection with an
IRA?............................................................................... 8
What is the Panorama Separate Account and how does it operate?...................... 8
May I transfer assets among sub-accounts?........................................... 9
May I make transfers between sub-accounts on a regularly scheduled basis?........... 10
CHARGES UNDER THE CONTRACTS........................................................... 11
How are charges determined under these contracts?................................... 11
How much are the deductions for sales charges under deferred contracts?............. 11
What are the deductions for sales charges under immediate contracts?................ 12
What do the sales charges cover?.................................................... 12
What are the Annual Maintenance Charge and the Transaction Charge and what
do they cover?..................................................................... 12
Are all contracts subject to these charges?......................................... 12
Are the sales charges ever waived?.................................................. 12
What is the mortality and expense risk charge?...................................... 12
How much are the deductions for premium taxes on these contracts?................... 13
OPERATION OF THE CONTRACTS............................................................ 13
How is my Purchase Payment credited?................................................ 13
May I make changes in the amounts of my Purchase Payments?.......................... 14
What happens if I fail to make Purchase Payments?................................... 14
May I assign or transfer my contract?............................................... 14
How do I know what my deferred contract is worth?................................... 14
How is the Accumulation Unit value determined?...................................... 15
How are the underlying Portfolio shares valued?..................................... 15
PAYMENT OF BENEFITS................................................................... 15
What would my beneficiary receive as death proceeds?................................ 15
What contract options are available if the Annuitant ceases to be eligible under a
retirement plan?................................................................... 15
How can a deferred contract be redeemed or surrendered?............................. 15
May I make withdrawals on a regularly scheduled basis?.............................. 16
May I surrender my contract once life Annuity Payments have started?................ 16
Are there special restrictions if I participate in the Texas Optional Retirement
Program?........................................................................... 16
Are there restrictions under Section 403(b) plans?.................................. 17
Can payment of the redemption or Surrender Value ever be postponed?................. 17
What Annuity options are available under deferred contracts?........................ 17
What is the minimum amount that I may use for an Annuity option?.................... 17
What are the available Annuity options under deferred contracts?.................... 17
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
Are there any other options available at retirement under deferred contracts?....... 18
What are the available optional retirement forms under an immediate contract?....... 18
How are Annuity Payments determined?................................................ 19
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
MML DISTRIBUTORS, LLC, AND THE FUNDS................................................. 19
Tell me about Massachusetts Mutual Life Insurance Company........................... 19
Tell me about MML Investor Services, Inc............................................ 19
Tell me about MML Distributors, LLC................................................. 19
Tell me about the Funds............................................................. 20
PERFORMANCE DATA...................................................................... 20
How are yields and total returns calculated for the sub-accounts?................... 20
MISCELLANEOUS......................................................................... 22
What are my voting rights?.......................................................... 22
Tell me about the Sub-Administrator................................................. 22
FEDERAL TAX STATUS.................................................................... 22
Introduction........................................................................ 22
Tax Status Of MML................................................................... 23
TAXATION OF CONTRACTS IN GENERAL...................................................... 23
Penalty Taxes....................................................................... 23
Annuity Distribution Rules of Section 72(S)......................................... 24
Tax Withholding..................................................................... 24
Tax Reporting....................................................................... 24
Taxation of Qualified Plans, TSAs and IRAs.......................................... 24
Taxation of Section 457 Plans....................................................... 25
Are there any material legal proceedings affecting the Account?..................... 26
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS..................................................................... 27
APPENDIX A
IRA DISCLOSURE STATEMENT.............................................................. A-1
</TABLE>
ii
<PAGE>
DEFINITIONS
As used in this Prospectus the following terms have the indicated meanings:
ACCOUNT: Panorama Separate Account.
ACCUMULATED VALUE: the value of all Accumulation Units credited to a
contract.
ACCUMULATION UNIT: an accounting method used to measure the value of a
contract before Annuity Payments begin.
AGE: The age of any Contract Owner or Annuitant on his/her birthday nearest
the date for which age is being determined. For purposes of contract issuance,
age shall be considered that which was achieved on the Contract Owner's or
Annuitant's last birthday ("Attained Age").
ANNUITANT: the person on whose life the Annuity contract is issued.
ANNUITY: a contract promising a series of payments for life; for life with
either a minimum number of payments or a determinable unit refund benefit; for
the joint lifetime of the Annuitant and another person and thereafter during the
lifetime of the survivor (life Annuity Payments) or for a period not measured by
a life or lives (non-life Annuity Payments).
ANNUITY PAYMENTS: the periodic payments made to an Annuitant or other
person.
ANNUITY SERVICE CENTER: The offices of MML's Administrative Agent at P.O.
Box 13217, Kansas City, Missouri 64199.
ANNUITY UNIT: an accounting method used to calculate the amount of variable
life Annuity Payments.
CONTRACT MATURITY DATE: the date on which Annuity Payments are scheduled to
commence.
CONTRACT OWNER: See Owner.
DEFERRED ANNUITY: an Annuity in which Annuity Payments commence at some
time in the future.
FIXED ANNUITY: an Annuity providing for payments which remain fixed
throughout the payment period.
FUNDS: Panorama Separate Account invests in shares of various investment
Portfolios of two investment companies ("Funds"): the Panorama Series Fund, Inc.
("Panorama Fund") (previously named Connecticut Mutual Financial Services Series
Fund I, Inc.) and the Oppenheimer Variable Account Funds ("OVAF"). Both Funds
are diversified , open-end management investment companies. The following four
(4) Portfolios are available under the Contract: the Oppenheimer Money Fund
("Money Portfolio") and the Oppenheimer Bond Fund ("Bond Portfolio") of OVAF,
and the Total Return Portfolio and the Growth Portfolio of the Panorama Fund.
IMMEDIATE ANNUITY: an Annuity in which Annuity Payments commence
immediately.
OWNER: the owner specified in the contract. The owner may be the Annuitant,
an employer, a trust or any other entity.
PLAN: a retirement plan under which benefits are to be provided pursuant to
an Annuity.
PORTFOLIO: one of the classes of common stock of each Fund.
PURCHASE PAYMENTS: amount paid to MML by or on behalf of an Annuitant.
SURRENDER VALUE: the cash value payable to the Contract Owner upon
termination of the contract.
SYSTEMATIC WITHDRAWALS: the withdrawal of fixed dollar amounts from the
contract at regular intervals.
VALUATION DATE: a day on which the common stock of the Portfolios of the
Funds are valued.
VALUATION PERIOD: the period, consisting of one or more days, beginning
with a day following a Valuation Date and ending on the next succeeding
Valuation Date. Generally, any day on which the
iii
<PAGE>
New York Stock Exchange ("NYSE") and Massachusetts Mutual Life Insurance Company
are open for business, except any day on which trading on the NYSE is restricted
due to the existence of an emergency as determined by the SEC or other
regulatory authority.
VARIABLE ANNUITY: an Annuity in which the sum available for payments or the
payments vary in amount in accordance with the investment experience of a
separate account.
iv
<PAGE>
SUMMARY
CONTRACTS OFFERED
The contracts offered by this Prospectus are individual variable Annuity
contracts for use in conjunction with both tax-qualified and non-tax-qualified
plans. They are offered as periodic payment deferred, single payment deferred
and immediate contracts. The maximum issue age for deferred and immediate
contracts is Attained Age 75. The minimum initial purchase payment on a deferred
contract is $500. For an immediate contract the minimum purchase payment is
$10,000. From time to time the required minimum purchase payment may be reduced.
However, this minimum initial purchase payment may be waived in the case of
certain group-billed arrangements or Automatic Investment Plans, in which case
the minimum contribution will be $40 per month per participant. All contracts
allow participation in all of the sub-accounts of the Account.
Each sub-account is invested in a corresponding Portfolio of one of the
Funds. Four Fund Portfolios are available and each has a different investment
policy. OppenheimerFunds, Inc., ("Oppenheimer") is the investment adviser to
both of the Funds and each of the four Portfolios. Oppenheimer is an indirect
subsidiary of Massachusetts Mutual Life Insurance Company ("MML"). Oppenheimer
continuously reviews and, from time to time, changes the portfolio holdings of
each of the Portfolios in pursuit of the objective of each Portfolio. MML is the
sponsor of the Fund and of each Portfolio.
The investment objective of each available Portfolio is as follows:
MONEY PORTFOLIO -- seeks the maximum current income from investments in
"money market" securities consistent with low capital risk and the maintenance
of liquidity. There can be no assurance that the Money Portfolio will maintain a
stable net asset value per share of $1, and the Money Portfolio is not insured
or guaranteed by the U.S. Government.
BOND PORTFOLIO -- seeks a high level of current income from investments in
high-yield fixed-income securities rated "Baa" or better by Moody's or "BBB" or
better by Standard & Poor's. As a secondary investment objective, the Bond Fund
seeks capital growth when consistent with its primary objective.
TOTAL RETURN PORTFOLIO -- to maximize the total investment return (including
capital appreciation and income) by allocating its assets among stocks,
corporate bonds, securities issued by the U.S. Government and its
instrumentalities, and money market instruments according to changing market
conditions.
GROWTH PORTFOLIO -- to achieve long-term growth of capital by investing
primarily in common stocks with low price-earnings ratios and better than
anticipated earnings.
For a more complete description of the investment objectives, underlying
securities and risk considerations of the Portfolios, please see the
accompanying prospectus of the Fund.
SALES CHARGES
No deductions are made from Purchase Payments under deferred contracts,
except for premium taxes where applicable. Rather, a deduction for sales
charges, if applicable, under deferred contracts is taken from the proceeds of
redemptions or amounts applied to provide variable Annuity Payments.
During the first ten (10) 12-month periods ("contract years") that a
deferred contract is in existence, the deduction applies against the total
amount redeemed in excess of 10% of the Accumulated Value of the contract as of
the close of business on December 31st of the prior calendar year. Sales charges
decrease over this ten-year period. If a redemption is made before the beginning
of the sixth contract year, a sales charge of 5% is assessed on the redemption
proceeds that are in excess of the 10% allowable amount. A 4% sales charge is
assessed in the sixth through the tenth contract year. No sales charges are
assessed after the tenth contract year.
1
<PAGE>
In addition, there are two circumstances where the commencement of variable
Annuity Payments gives rise to a sales charge. First, amounts paid under the
non-life variable Annuity option (Option E on page 18) are treated as partial
redemptions for purposes of deducting sales charges, as set forth above. Second,
if payments under a variable life Annuity option commence during the first three
(3) years after the contract is issued, a reduced sales charge applies. The
maximum sales charge, which would occur if the amount was paid in the first
year, is 3% of the amount applied to provide a variable payout. The charges
decrease to 2% in the second year, 1% in the third year, and are no longer
assessed after the end of the third year.
A deduction for sales charges under single payment immediate Annuity
contracts is taken from the Purchase Payment. A policy fee of $70 is also
deducted from the Purchase Payment, as are any applicable premium taxes. The
deduction for sales charges as a percentage of the amount remaining after
deduction of the Policy Fee and any premium taxes is 3% of the first $10,000, 2%
of the next $90,000, and 1% of amounts over $100,000.
Charges assessed in the manner outlined above and paid to MML Distributors,
LLC ("MML Distributors") may not be enough to cover expenses associated with the
sale of the contracts. In this event, expenses will be paid by MML Distributors,
with any shortfall being met from the general corporate funds of MML
Distributors, including any capital contributions made by MML.
OTHER CHARGES
There are other charges and deductions from the current value of the assets
in the Account. These charges include deductions for the mortality and expense
risk, the charge for the Annual Maintenance Fee on a deferred contract, and the
possible imposition of a Transaction Charge which is currently being waived
under certain specified conditions. (See "CHARGES UNDER THE CONTRACTS," page 11,
for a detailed discussion of the charges and deductions).
REDEMPTION
Prior to the commencement of life Annuity Payments, a deferred contract may
be surrendered or redeemed in part by a written request from the Owner to MML.
(See "PAYMENT OF BENEFITS -- How can a deferred contract be redeemed or
surrendered?" on page 15).
PENALTY TAX ON PREMATURE DISTRIBUTIONS
An Owner who withdraws the proceeds from the Account may be subject to a 10%
penalty tax. (See "FEDERAL TAX STATUS" on page 22).
TEN-DAY FREE LOOK OPPORTUNITY
Subject to applicable state laws the contract may be surrendered by the
Owner within ten (10) days (unless a different period is specified under
applicable law) after purchase without incurring a sales charge.
2
<PAGE>
PANORAMA SEPARATE ACCOUNT FEE TABLE
IMMEDIATE CONTRACTS
<TABLE>
<CAPTION>
MONEY TOTAL
MARKET INCOME RETURN GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
OWNER TRANSACTION EXPENSES
Sales Load Imposed on Purchase............................. 3% 3% 3% 3%
Transfer Fee............................................... 0 0 0 0
One-Time Policy Fee ------------------------------------------
(deducted from Purchase Payment).......................... $70 per policy
------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A % OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Fees............................ 0.73% 0.73% 0.73% 0.73%
----- --- ----- -----
Total Separate Account Annual Expenses..................... 0.73% 0.73% 0.73% 0.73%
----- --- ----- -----
<CAPTION>
TOTAL
MONEY BOND RETURN GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
PORTFOLIO ANNUAL EXPENSES
(AS A % OF AVERAGE NET ASSETS)
Management Fee............................................. 0.450% 0.75% 0.553% 0.613%
Other Expenses............................................. 0.060% 0.05% 0.037% 0.047%
----- --- ----- -----
Total Portfolio Annual Expenses............................ 0.51% 0.80% 0.59% 0.66%
----- --- ----- -----
----- --- ----- -----
</TABLE>
Prior to May 1, 1996 the Money Market Sub-Account and the Income Sub-Account
were invested in the corresponding Portfolios of the Panorama Fund. The Total
Portfolio Annual Expenses, the management fee and other expenses for the fiscal
year ended December 31, 1995 were 0.57%, 0.50%, 0.07% respectively for the Money
Market Portfolio and 0.65%, 0.59%, 0.06% respectively for the Income Portfolio.
On May 1, 1996, Massachusetts Mutual Life Insurance Company ("MML") redeemed
those shares of the Money Market and Income Portfolios of the Panorama Fund and
respectively purchased shares of the Money Portfolio and Bond Portfolio of OVAF
with the proceeds. The Portfolio expenses are actual expenses for each Portfolio
for the fiscal year ended December 31, 1995.
The purpose of this table is to assist the Owner in understanding the
various costs and expenses that an Owner will bear directly and indirectly. The
table reflects charges and expenses of the Account as well as the Portfolio for
the year ended December 31, 1995; future expenses may be higher or lower. For
more information on the charges described in this table, see "CHARGES UNDER THE
CONTRACTS" on page 11, and the prospectus for the Fund which accompanies this
Prospectus. Premium taxes will be deducted from some contracts, in accordance
with applicable state law.
3
<PAGE>
PANORAMA SEPARATE ACCOUNT FEE TABLE
DEFERRED CONTRACTS
<TABLE>
<CAPTION>
MONEY TOTAL
MARKET INCOME RETURN GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
OWNER TRANSACTION EXPENSES
Sales Load Imposed on Purchases............................ 0 0 0 0
Maximum Contingent Deferred Sales Load (as a % of Policy
Value Withdrawn).......................................... 5% 5% 5% 5%
Surrender Fees............................................. 0 0 0 0
Transaction Charge......................................... $10 $10 $10 $10
------------------------------------------
ANNUAL MAINTENANCE CHARGE $40 per policy
------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A % OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Fees............................ 0.73 % 0.73 % 0.73 % 0.73 %
----- --- ----- -----
Total Separate Account Annual Expenses..................... 0.73 % 0.73 % 0.73 % 0.73 %
----- --- ----- -----
<CAPTION>
TOTAL
MONEY BOND RETURN GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
PORTFOLIO ANNUAL EXPENSES
(AS A % OF AVERAGE NET ASSETS)
Management Fee............................................. 0.450% 0.75% 0.553% 0.613%
Other Expenses............................................. 0.060% 0.05% 0.037% 0.047%
----- --- ----- -----
Total Portfolio Annual Expenses............................ 0.51% 0.80% 0.59% 0.66%
----- --- ----- -----
----- --- ----- -----
</TABLE>
Prior to May 1, 1996 the Money Market Sub-Account and the Income Sub-Account
were invested in the corresponding Portfolios of the Panorama Fund. The Total
Portfolio Annual Expenses, the management fee and other expenses for the fiscal
year ended December 31, 1995 were 0.57%, 0.50%, and 0.07% respectively for the
Money Market Portfolio and 0.65%, 0.59%, and 0.06% respectively for the Income
Portfolio. On May 1, 1996, Massachusetts Mutual Life Insurance Company ("MML")
redeemed those shares of the Money Market and Income Portfolios of the Panorama
Fund and respectively purchased shares of the Money Portfolio and Bond Portfolio
of OVAF with the proceeds. The Portfolio expenses are actual expenses for each
Portfolio for the fiscal year ended December 31, 1995.
The purpose of this table is to assist the Owner in understanding the
various costs and expenses that an Owner will bear directly and indirectly. The
table reflects charges and expenses of the Account as well as the Portfolio for
the year ended December 31, 1995; future expenses may be higher or lower. For
more information on the charges described in this table, see "CHARGES UNDER THE
CONTRACTS" on page 11 and the prospectus for the Fund which accompanies this
Prospectus. Premium taxes will be deducted from some contracts, in accordance
with applicable state law.
4
<PAGE>
EXAMPLES
An Owner of the contract would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets,
1. If you surrender your contract at the end of the applicable time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Sub-Account.................................................. $ 67.55 $ 99.00 $ 137.99 $ 235.09
Money Market Sub-Account............................................ $ 66.05 $ 94.42 $ 130.22 $ 218.69
Income Sub-Account.................................................. $ 68.94 $ 103.26 $ 145.19 $ 250.17
Total Return Sub-Account............................................ $ 66.85 $ 96.87 $ 134.37 $ 227.47
</TABLE>
2. If you annuitize your contract at the end of the applicable time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Sub-Account..................................................... $ 46.84 $ 60.05 $ 84.48 $ 184.44
Money Market Sub-Account............................................... $ 45.31 $ 55.28 $ 76.30 $ 167.26
Income Sub-Account..................................................... $ 48.26 $ 64.48 $ 92.07 $ 200.24
Total Return Sub-Account............................................... $ 46.13 $ 57.83 $ 80.67 $ 176.45
</TABLE>
3. If you do NOT surrender or annuitize your contract:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Sub-Account..................................................... $ 15.78 $ 48.97 $ 84.48 $ 184.44
Money Market Sub-Account............................................... $ 14.21 $ 44.16 $ 76.30 $ 167.26
Income Sub-Account..................................................... $ 17.25 $ 53.45 $ 92.07 $ 200.24
Total Return Sub-Account............................................... $ 15.04 $ 46.73 $ 80.67 $ 176.45
</TABLE>
THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE
EXPENSES AND THE ACTUAL EXPENSES PAID MAY BE GREATER OR LESSER THAN THOSE SHOWN.
5
<PAGE>
PANORAMA SEPARATE ACCOUNT OF
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
CONDENSED FINANCIAL INFORMATION
(The audited financial statements for the year ended December 31, 1995 are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus.)
ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>
DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31,
1986 1987 1988 1989 1990 1991 1992
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
SUB-ACCOUNT
Income
Qualified............. $ 2.033798 $ 2.054562 $ 2.200132 $ 2.487982 $ 2.615843 $ 3.072358 $ 3.267301
Non-Qualified......... 1.907542 1.927016 2.063561 2.333544 2.453465 2.881652 3.064477
Growth
Qualified............. 2.522380 2.510333 2.852420 3.845654 3.516048 4.800445 5.354570
Non-Qualified......... 2.263248 2.252434 2.559376 3.450568 3.154832 4.307275 4.804471
Money-Market
Qualified............. 1.480344 1.562830 1.663746 1.800207 1.929917 2.025824 2.078427
Non-Qualified......... 1.480344 1.562830 1.663746 1.800207 1.929917 2.025824 2.078427
Total Return
Qualified............. 1.898691 1.965243 2.178012 2.659125 2.652928 3.391910 3.710830
Non-Qualified......... 1.810806 1.874284 2.077204 2.536068 2.530171 3.234955 3.539112
ACCUMULATION UNITS OUTSTANDING
Income
Qualified............. 7,357,728 7,840,303 8,653,238 10,203,747 11,292,500 12,036,628 14,143,333
Non-Qualified......... 2,270,079 2,446,575 2,802,336 3,400,958 3,549,129 4,861,572 6,574,546
Growth
Qualified............. 8,644,799 9,880,754 8,982,917 9,141,764 9,509,994 10,641,800 12,433,926
Non-Qualified......... 2,382,439 2,706,988 2,302,616 2,206,724 2,625,671 3,012,101 4,143,844
Money Market
Qualified............. 14,929,594 19,863,472 23,605,954 28,045,051 33,570,489 29,261,142 22,097,803
Non-Qualified......... 3,816,560 5,368,341 6,857,008 8,100,278 9,916,368 8,410,761 6,486,440
Total Return
Qualified............. 56,688,589 66,313,216 66,722,916 66,070,313 68,016,583 70,304,994 79,608,133
Non-Qualified......... 16,109,741 19,331,433 18,528,604 17,350,244 18,906,950 20,117,223 26,163,888
<CAPTION>
DEC. 31, DEC. 31, DEC. 31,
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
SUB-ACCOUNT
Income
Qualified............. $ 3.636070 3.465955 4.078803
Non-Qualified......... 3.410353 3.250807 3.825614
Growth
Qualified............. 6.441387 6.374619 8.706503
Non-Qualified......... 5.779640 5.719724 7.812045
Money-Market
Qualified............. 2.118784 2.183169 2.287780
Non-Qualified......... 2.118784 2.183169 2.287780
Total Return
Qualified............. 4.275618 4.183148 5.171950
Non-Qualified......... 4.077758 3.989561 4.932613
ACCUMULATION UNITS OUTST
Income
Qualified............. 15,073,893 13,871,625 12,557,687
Non-Qualified......... 7,908,608 7,418,128 6,881,942
Growth
Qualified............. 14,737,084 17,220,047 19,024,051
Non-Qualified......... 5,804,690 8,112,342 10,364,426
Money Market
Qualified............. 17,590,977 16,994,675 16,334,145
Non-Qualified......... 5,512,931 6,528,538 6,227,229
Total Return
Qualified............. 89,157,511 95,758,769 96,555,427
Non-Qualified......... 34,510,874 41,329,166 41,857,538
</TABLE>
The Condensed Financial Information reflects the Separate Account's
investment in the Money Market and Income Portfolios of the Panorama Fund.
However, these two Portfolios are no longer available for investment. The
financial information does not reflect investment in either the Money Portfolio
or the Bond Portfolio of OVAF because the Separate Account began investing in
these Portfolios on May 1, 1996.
6
<PAGE>
THE CONTRACTS AND THE PANORAMA SEPARATE ACCOUNT
WHAT ARE THE PANORAMA CONTRACTS?
The variable Annuity contracts offered through the Panorama Separate Account
(the "Account") are designed to help Contract Owners reach their retirement
goals. There are no deductions from Purchase Payments under a deferred contract
so the entire Purchase Payment is invested in the sub-account selected. In a
single premium immediate contract, the Purchase Payment net of the sales charge
is used to provide an immediate Annuity. Four Portfolios, each with a distinct
investment objective, are available. The Money Market Sub-Account invests in the
OVAF Money Portfolio, the Income Sub-Account invests in the OVAF Bond Portfolio.
The Total Return Sub-Account and the Growth Sub-Account invest in the Panorama
Fund, Total Return Portfolio and Growth Portfolio. You pick the Portfolio you
wish. You may use any or all of them. You determine the percentage of your
Purchase Payments that are put into each Portfolio. You may transfer assets
among the Portfolios. The result is an investment program selected to meet your
specific and, perhaps, changing investment needs.
Shares of the Funds are also offered to certain separate accounts funding
variable life insurance policies offered by MML or C.M. Life or by unaffiliated
insurance companies. Although we do not anticipate any inherent difficulties
arising from the Fund offering its shares to issuers of both variable annuities
and variable life insurance policies, it is possible that due to differences in
tax treatment or other considerations, the interest of owners of various
contracts participating in the Fund might at some time be in conflict. The Board
of Directors of the Fund, the Fund's Investment Advisors and the insurance
companies whose separate accounts are investing in the Fund are required to
monitor events to identify any material conflicts that arise.
During the payout or Annuity phase of the contract, Annuity Payments will
vary in accordance with the investment performance of the Portfolios selected.
The contract allows the Owner to change Portfolios after Annuity Payments have
commenced. This means the Owner is not required to pick a set of investment
objectives in advance and hope they remain valid for the life of the contract.
There are some limitations on the frequency with which selections may be
made and there are administrative charges for transferring assets from one
Portfolio to another. These limitations are described below and in the Statement
of Additional Information. (See "CHARGES UNDER THE CONTRACTS" on page 11 for a
description of the charges for redeeming a contract and other charges made under
the contracts.)
Annuity Payments under a deferred contract normally commence on a Contract
Maturity Date which you elect on your application. The earliest Contract
Maturity Date you may choose is presented in the following table.
<TABLE>
<CAPTION>
ANNUITANT'S AGE EARLIEST CONTRACT
PLAN TYPE AT ISSUE MATURITY DATE
- ----------------- -------------------- ----------------------
<S> <C> <C>
Non-Qualified Under age 60 Age 65
Age 60 or older 5 years after the
contract issue date
Qualified Under age 54 1/2 Age 59 1/2
Age 54 1/2 or older 5 years after the
contract issue date
</TABLE>
Regardless of the Contract Maturity Date elected on your application, you
may choose to receive Annuity Payments at any time prior to the elected Contract
Maturity Date, or you may delay the commencement up to ten (10) years after that
date. Such a change must be made in writing prior to the Contract Maturity Date
elected on your application. The maximum Contract Maturity Date which may be
elected is Attained Age 80.
7
<PAGE>
WHO CAN BUY THESE CONTRACTS?
Variable Annuity contracts are offered for use in connection with plans
qualified under Sections 401(a) or 403(a) of the Code, including plans
established by persons entitled to the benefits of the Self-Employed Individuals
Tax Retirement Act of 1962, as amended, known as "Keogh" or "H.R. 10 Plans"
("Qualified Plans"); annuity purchase plans ("TSAs") adopted by public school
systems and certain tax-exempt organizations according to Section 403(b) of the
Code; Individual Retirement Annuities ("IRAs") under Section 408 of the Code;
and governmental plans as defined in Section 414(d) of the Code, including
employee pension plans established for employees by a state, a political
subdivision of a state, or an agency or instrumentality of either a state or a
political subdivision of a state, and certain eligible deferred compensation
plans of those and other tax-exempt entities as defined in Section 457 of the
Code. These contracts may also be used in conjunction with retirement plans
which are not qualified under these sections. Joint ownership of a contract is
not permitted. The maximum issue age for immediate and deferred contracts is age
75. The Purchase Payment for the immediate contract may not exceed $1,000,000
without the prior approval of MML.
ARE THERE SPECIAL CONSIDERATIONS IF I PURCHASE A CONTRACT IN CONNECTION WITH AN
IRA?
The contract can be used to establish a contributory IRA, or a contribution
may represent a transfer or rollover from an existing IRA. Annual contributions
can also be made in conjunction with an IRA established to accept rollovers from
other types of tax-qualified plans, but all amounts will be commingled. As a
result, such an IRA would not be considered a conduit IRA, and no future
transfer or rollover could be made to any tax-qualified plan other than another
IRA.
If you wish to set up a spousal IRA, subject to the $500 minimum, you will
need to purchase a separate Panorama contract for the spousal IRA. After the Tax
Reform Act of 1986, the tax-deductibility of IRA contributions depends on
certain factors, such as participation in other tax-qualified plans. You should
consult a competent tax adviser for rules regarding deductibility. (See also the
"IRA DISCLOSURE STATEMENT" on page A-1 of the Appendix to this Prospectus for
more information.)
WHAT IS THE PANORAMA SEPARATE ACCOUNT AND HOW DOES IT OPERATE?
Panorama Separate Account was established on June 23, 1981, in accordance
with authorization by the Board of Directors of Connecticut Mutual Life
Insurance Company ("CML"). On February 29, 1996, CML merged with and into
Massachusetts Mutual Life Insurance Company ("MML"). CML was a Connecticut
mutual life insurance company originally chartered by a special act of the
Connecticut General Assembly in 1846. Prior to the merger CML was the nation's
sixth oldest life insurance company. Upon the merger, CML's existence ceased and
MML became the surviving company under the name Massachusetts Mutual Life
Insurance Company. As a result of the merger, the Separate Account became a
separate account of MML. In approving the merger, the boards of directors of MML
and CML determined that the merger of two financially strong mutual life
insurance companies would result in an overall enhanced capital position and
reduced expenses, which, together, would be in the long-term interests of
policyholders. On January 26, 1996, 95.76% of the policyholders of MML and
95.75% of the insured of MML, each voting as a separate class, voted to approve
the merger. On January 27, 1996, 94.0% of the policyholders of CML and 94.27% of
the members of CML, each voting as a separate class, voted to approve the
merger. In addition, the Connecticut Insurance Department and the Massachusetts
Division of Insurance have approved the merger.
All of the Contracts issued by CML before the merger were, at the time of
the merger, assumed by MML. The merger did not affect any provisions of, or
rights or obligations under, those Contracts. The Separate Account is the
separate account to which MML allocates Purchase Payments (net of charges). The
Account is registered as a unit investment trust under the Investment Company
Act of 1940, as amended, (the "1940 Act").
Under Massachusetts law, the assets of the Account are held for the benefit
of the Owners of, and the persons entitled to payments under, the contracts. The
assets in the Account are not chargeable with liabilities arising out of other
businesses conducted by MML. In addition, the assets of the
8
<PAGE>
Account will not be affected by the income, gains or losses from assets in the
general account of MML, nor by the investment performance of any of the other
separate accounts created by MML. However, all obligations arising under the
contracts are general corporate obligations of MML.
Purchase Payments are allocated to one or more sub-accounts of the Account.
Each sub-account is invested exclusively in the assets of one of the Portfolios
of the Funds. Assets of tax-qualified and non tax-qualified contracts will be
placed in separate sub-accounts for each Portfolio, except the Money Market
Portfolio.
MML does not guarantee the investment results of the sub-accounts or of any
Portfolio. There is no assurance that the value of a contract during the years
prior to the commencement of Annuity Payments, or the aggregate amount of the
variable Annuity Payments, will equal the total of Purchase Payments made under
the contract. Since each Portfolio has different investment objectives, each is
subject to different risks. These risks are more fully described in the
accompanying prospectus of the Fund. This assumption of investment risk by the
Owner of a contract is the chief difference between this type of Annuity (a
variable Annuity) and a fixed Annuity, where MML places Purchase Payments in its
general account and guarantees the investment results.
Since the contract may not be surrendered once variable Annuity Payments
commence under a life Annuity, investment must be carefully considered prior to
the purchase of an immediate Annuity or the election of a variable Annuity
payout under a deferred Annuity.
MML reserves the right, subject to applicable law, to substitute the shares
of any other registered investment company for the shares of any Portfolio held
in a sub-account of the Account, to offer additional sub-accounts with differing
investment objectives, to operate the Account as a different form of registered
investment company or unregistered entity, or to transfer contracts to a
different separate account. Current law may require notification to the contract
holders of any such change or substitution, and approval of the Securities and
Exchange Commission.
MAY I TRANSFER ASSETS AMONG SUB-ACCOUNTS?
Yes, you may transfer the values credited to your contract in one or more
sub-accounts to one or more other sub-accounts. The transfer must be requested
using the Notification of Change Authorization form or by telephone after
completing the Panorama Telephone Authorization form. These forms are available
from your registered representative or from the Annuity Service Center, and must
be signed by the Owner.
By completing the Panorama Telephone Authorization form the Owner and, if
authorized by the Owner, the Annuitant, may request transfers of contract values
among the available sub-accounts of the Account, and changes in the allocation
of future Purchase Payments (but only in combination with a transfer). To effect
these changes, call the Annuity Service Center, at 1-800-343-5629, between the
hours of 8:30 a.m. and 4:00 p.m., Eastern Time.
The Annuity Service Center will use the social security number or tax
identification number of the Owner or of the Annuitant as a personal
identification code. All telephone requests must include the personal
identification code and will be recorded on voice recorder equipment. The
Annuity Service Center will honor telephone requests believed to be authentic,
and will employ reasonable procedures to confirm that instructions communicated
by telephone are genuine, but neither the Account nor the Annuity Service Center
is responsible for determining the authenticity of such calls, nor will either
be liable for any loss, cost, expense or liability for acting in accordance with
such instructions believed to be genuine. The Account may, however, be liable
for any losses due to unauthorized or fraudulent telephone transactions if it,
in fact, does not employ such reasonable procedures to confirm the genuineness
of telephone instructions given.
9
<PAGE>
Telephone requests must be received at the Annuity Service Center no later
than 4:00 p.m., Eastern Time, to assure same-day pricing. Telephone requests
will not be accepted at the Annuity Service Center after that time, nor will
telephone requests be accepted at MML at any time. The ability to transfer among
sub-accounts by telephone may be discontinued at any time.
Transfer requests prior to the Contract Maturity Date are generally subject
to a $10 charge for each sub-account from which funds are withdrawn. A certain
number of transfers may not be subject to this charge. (See "Are all contracts
subject to these charges?" on page 12.) Only one transfer request per calendar
year may be made after the life Annuity commencement date. There is no limit on
the number of transfers which may be made during the accumulation period or
during a period in which non-life Annuity Payments are being made.
Transfers between sub-accounts during the accumulation period are based on
the Accumulated Values on the Valuation Date coincident with or next following
the date the transfer instructions are received at the Annuity Service Center.
MAY I MAKE TRANSFERS BETWEEN SUB-ACCOUNTS ON A REGULARLY SCHEDULED BASIS?
Yes. The Contract Owner may direct the transfer of fixed dollar amounts at
regular intervals from any one sub-account to one or more other sub-account(s).
Transfers must be at least $100 per transferee sub-account. This election is
called Dollar Cost Averaging ("DCA").
Upon written request, a Contract Owner may elect DCA to begin at any time
prior to the Contract Maturity Date. There is currently no charge for DCA.
However, MML reserves the right to charge for DCA in the future. A Contract
Owner may not simultaneously participate in both DCA and Systematic Withdrawals
or Option E Specified Payments for a Variable Period. (See "May I make
withdrawals on a regularly scheduled basis?" on page 16.)
DCA will begin when a properly completed written request from the Contract
Owner is received by MML at least five (5) business days prior to the transfer
start date selected by the Contract Owner. If the DCA start date is less than
five (5) days after the date the written request is received by MML, MML may
defer the DCA start date for one month. If no start date has been selected, MML
will automatically start DCA within five (5) business days after the written
request is received.
DCA changes may only be made by written request to terminate the existing
DCA, along with a written request providing new DCA elections. DCA will
terminate when any of the following occurs:
(1) the number of designated transfers has been completed;
(2) the value of the sub-account is insufficient to complete the next
transfer;
(3) written request from the Contract Owner is received at least five
(5) business days prior to the next transfer date;
(4) on the Contract Maturity Date; or
(5) the contract is terminated.
Except as otherwise provided, DCA is subject to the transfer provisions of
the contract. (See "May I transfer assets among sub-accounts?" on page 9.)
10
<PAGE>
CHARGES UNDER THE CONTRACTS
HOW ARE CHARGES DETERMINED UNDER THESE CONTRACTS?
The charges under the contracts offered by this Prospectus are assessed in
various ways. Listed below are the charges and the source of payment for each
charge.
<TABLE>
<CAPTION>
CHARGES SOURCES
- --------------------------------------------------- ---------------------------------------------------
<S> <C>
Sales charges on deferred contracts Payout proceeds
(These charges diminish over time.)
Sales charge on immediate contracts Purchase Payment
Mortality and expense risk charges Daily charge to each sub-account
Annual Maintenance Charge on deferred contracts Deduction from the Accumulated Value of each
contract
Policy fee on immediate contracts Purchase Payment
Transaction charge on deferred contracts Deducted from certain partial redemptions and
certain transfers
Premium taxes proceeds Purchase Payments or payout (Surrender or at
Maturity Date)
</TABLE>
In addition, the Portfolios of the Funds in which the sub-accounts are
invested are subject to charges for investment advisory services and other
expenses. (See the accompanying Fund prospectus for a discussion of these fees.)
HOW MUCH ARE THE DEDUCTIONS FOR SALES CHARGES UNDER DEFERRED CONTRACTS?
During the first ten (10) contract years that a deferred contract is in
existence, a sales charge will be applied to any redemption amount in excess of
10% of the closing contract value as of December 31st of the previous year. The
deduction for sales charges, expressed as a percentage of the amount redeemed in
excess of the 10% allowable amount (which will be zero for the remainder of the
calendar year during which the first Purchase Payment is received), and after
any Transaction Charge or Annual Maintenance Charge, is as follows:
<TABLE>
<CAPTION>
CONTRACT YEARS DEDUCTION
- --------------------------------------------------------------------------------------------- ---------------
<S> <C>
1-5.......................................................................................... 5%
6-10......................................................................................... 4%
11 and over.................................................................................. 0%
</TABLE>
In addition, there are two circumstances under which the commencement of
Annuity Payments gives rise to a sales charge. First, amounts paid under the
non-life Variable Annuity option (See "Option E" on page 18) are treated as
partial redemptions for purposes of deducting sales charges, as set forth above.
Second, if payments under a variable life Annuity option commence during the
first three (3) years after the contract is issued, a reduced sales charge
applies. This deduction, expressed as a percentage of the amount applied to
provide for payments, is as follows:
<TABLE>
<CAPTION>
YEARS DEDUCTION
- --------------------------------------------------------------------------------------------- ---------------
<S> <C>
1............................................................................................ 3%
2............................................................................................ 2%
3............................................................................................ 1%
4 and over................................................................................... 0%
</TABLE>
There is no sales charge on redemptions made after the Contract Maturity
Date elected on your application. (See "What are the Panorama contracts?" on
page 7.)
11
<PAGE>
No sales charge will be imposed on the redemption of "excess contributions"
to a plan qualifying for special income tax treatment ("Qualified Plan"), TSAs
or IRAs. "Excess contributions" (including excess aggregate contributions) will
be defined as provided in the Internal Revenue Code and applicable regulations.
WHAT ARE THE DEDUCTIONS FOR SALES CHARGES UNDER IMMEDIATE CONTRACTS?
The deduction for sales charges under an immediate contract as a percentage
of the Purchase Payment remaining (after the policy fee of $70) is 3% of the
Purchase Payment up to $10,000, 2% of the next $90,000 of the Purchase Payment,
and 1% of any Purchase Payment over $100,000. On the minimum $10,000 Purchase
Payment, the sales charge of 3% plus the policy fee of $70 is 3.83% of the net
amount invested.
WHAT DO THE SALES CHARGES COVER?
The sales charges are designed to cover the commissions payable to the
registered representatives who sell the contracts, in addition to certain costs
allocated to the promotion of sales of the contract.
WHAT ARE THE ANNUAL MAINTENANCE CHARGE AND THE TRANSACTION CHARGE AND WHAT DO
THEY COVER?
The Annual Maintenance Charge (currently $40) is designed to offset the
administrative costs attributable to deferred contracts, including providing
Owners with periodic reports and other communications, as well as maintaining
contract holder records. It is deducted each contract year, or portion thereof,
that a contract is outstanding.
The Transaction Charge (currently $10) is designed to offset the costs of
processing requests for transfers of the Accumulated Value of a contract among
sub-accounts during the accumulation period, and requests for partial
redemptions.
The Annual Maintenance Charge and the Transaction Charge may be increased to
amounts not in excess of $60 and $20, respectively. The Transaction Charge with
respect to a partial redemption may not be increased without approval of the
Securities and Exchange Commission. These charges are designed not to exceed the
actual expenses incurred in administering the contracts.
ARE ALL CONTRACTS SUBJECT TO THESE CHARGES?
All deferred contracts are subject to the Annual Maintenance Charge and the
Transaction Charge prior to the commencement of Annuity Payments. These charges
do not apply to immediate contracts or to deferred contracts after the date that
Annuity Payments begin. The Transaction Charge is currently being waived for up
to four (4) sub-account withdrawals made in conjunction with transfers, and one
sub-account withdrawal made in conjunction with a partial redemption in any one
calendar year. Annuity Payments made under the non-life Annuity option are not
treated as partial redemptions for purposes of this charge.
Proceeds of individual variable annuity contracts, or accumulation annuity
contracts issued by MML, which were previously held by, or for the benefit of,
the Contract Owner or Annuitant, may not be subject to sales charges.
Also, the net proceeds of a surrender of a contract may be reinvested
without being subject to further sales charges within a limited period of time
after surrender. Please see the Statement of Additional Information for a
further discussion of the reinvestment privilege.
ARE THE SALES CHARGES EVER WAIVED?
Until April 30, 1997, no sales charge will be imposed upon redemption of a
Contract where the proceeds of such redemption are applied to the purchase of a
new MML group annuity contract. This does not eliminate applicable charges under
the particular group contract, and upon surrender of the group contract, charges
may apply.
WHAT IS THE MORTALITY AND EXPENSE RISK CHARGE?
MML has set out certain life Annuity tables in each deferred contract, and
promises to continue to make Annuity Payments, determined according to those
tables and other provisions contained in the
12
<PAGE>
contract, regardless of how long the Annuitant lives and regardless of how long
all Annuitants as a group live. The same promise is made to Annuitants in
immediate contracts regarding the table upon which their payments are based.
This assures you, as Annuitant, that neither your own longevity nor an
improvement in life expectancy generally will have any adverse effect on the
Annuity Payments received under the contract, and relieves you from the risk of
outliving monies accumulated for retirement. It transfers that risk to MML. This
is termed the mortality risk.
In addition, MML assumes the risk that the maximum charges permitted under
the contract may be insufficient to cover the actual costs incurred by MML
Distributors, LLC ("MML Distributors") for providing administrative services to
the Account and to the Contract Owners and Annuitants, or to cover actual costs
incurred by MML Distributors or MML Investors Services, Inc. for distribution
expenses.
For assuming these risks, MML makes a daily charge equal to .002% (.73% on
an annual basis) of the value of the assets in the Account attributable to the
contracts. (Approximately .13% annually may be viewed as covering the mortality
risk and .60% annually for the expense risk, which includes the risk of a
shortfall in meeting distribution expenses.) If this charge is insufficient to
cover the actual cost of the mortality and expense risk, the loss will fall on
MML. Conversely, if the charge proves more than sufficient, any excess would be
retained by MML.
Further information concerning charges under the contract is contained in
the Statement of Additional Information.
HOW MUCH ARE THE DEDUCTIONS FOR PREMIUM TAXES ON THESE CONTRACTS?
Deductions for premium taxes payable on contracts issued to residents of
certain states range from 0% to 3.5% of the purchase price of the contract. MML
may pay premium taxes in connection with Purchase Payments under the contract.
Depending upon applicable state law, MML will deduct the premium taxes paid with
respect to a particular contract from the Purchase Payments, from the
Accumulated Value on the Contract Maturity Date (thus reducing the Accumulated
Value), or upon the full surrender of a contract.
OPERATION OF THE CONTRACTS
HOW IS MY PURCHASE PAYMENT CREDITED?
The balance of each Purchase Payment remaining after the deduction of any
applicable premium taxes (and sales charges in the case of immediate contracts)
is credited to your contract as of the Valuation Date on which the payment is
received, unless it is received after the close of business on the New York
Stock Exchange. In that case it will be credited to your contract on the next
Valuation Date. Amounts are credited to the sub-accounts(s) elected by you. The
election may be changed at any time in writing, and the change will be effective
when received at the Annuity Service Center. (See "May I transfer assets among
sub-accounts?" on page 9, for circumstances under which telephone requests will
be honored.)
In a deferred contract, the number of Accumulation Units to be credited is
determined by dividing the net Purchase Payment being credited to each
sub-account by the value of an Accumulation Unit in that sub-account on that
date. (See "How is the Accumulation Unit value determined?" on page 15.)
In an immediate contract, the number of Annuity Units to be credited is
determined by first multiplying the net Purchase Payment credited to each
sub-account, as of the date of issue, by the Annuity purchase rate. This product
is then divided by the value of an Annuity Unit in that sub-account on the date
of issue to determine the number of Annuity Units in each sub-account on which
payments will be based. (See the Statement of Additional Information for a more
complete description of this procedure.)
13
<PAGE>
No funds are invested until the effective date of your contract. Therefore,
if your contract has not been issued on the date your Purchase Payment is
received, your Purchase Payment will be credited in the manner described above,
using the issue date as the Valuation Date. Ordinarily your contract will be
issued within two (2) business days of the date your application is received. If
your contract cannot be so issued, you will be notified of the reasons, and any
necessary additional information will be requested within five (5) business days
of the date the application is received. If you at that time so authorize, your
Purchase Payment shall not be refunded and shall be held until the contract can
be issued. Within a reasonable time, if it appears the necessary prerequisites
to issuance will not be met, any Purchase Payments received will be refunded.
MAY I MAKE CHANGES IN THE AMOUNTS OF MY PURCHASE PAYMENTS?
Yes. Subject to the provisions of any plan to which your contract may be
subject, the amount of Purchase Payments under a periodic Purchase Payment
deferred contract may be increased in any year to an amount not in excess of
twice the total Purchase Payments made in the first contract year, or decreased
to an amount of not less than $10 on any date a Purchase Payment is made.
Purchase Payments should be made payable to Massachusetts Mutual Life Insurance
Company and sent to the Annuity Service Center at the address given on page 1 of
this Prospectus. Purchase Payments in excess of the previously described limit
may be made, however, with the consent of MML. MML's current administrative
practice is not to accept cumulative Purchase Payments in excess of $3 million
dollars. Acceptance of such excess payment shall not be construed as a waiver by
MML of its right to restrict or deny such excess Purchase Payments in the
future.
WHAT HAPPENS IF I FAIL TO MAKE PURCHASE PAYMENTS?
You may discontinue Purchase Payments under a periodic Purchase Payment
contract, and unless surrendered or otherwise reduced to zero value by
redemptions, the contract shall continue in force as a paid-up Annuity contract.
The Annual Maintenance Fee will continue to be charged. Additional periodic (one
or more) Purchase Payments may be made within a three-year period from receipt
of the last Purchase Payment, or at the discretion of the principal underwriter,
at any time thereafter; but in any event any such Purchase Payment must be
received prior to the commencement of Annuity Payments.
MAY I ASSIGN OR TRANSFER MY CONTRACT?
If your contract does not have an endorsement limiting transferability, it
may be assigned or transferred according to its terms. Contracts issued under
tax-qualified plans ordinarily are required to have an endorsement limiting
transferability. A transfer of ownership may result in certain adverse tax
consequences to the Contract Owner that are not discussed herein. The Contract
Owner contemplating any such transfer or assignment of a contract should contact
a competent tax adviser with respect to the potential effects of such a
transaction.
HOW DO I KNOW WHAT MY DEFERRED CONTRACT IS WORTH?
The Accumulated Value of a deferred contract at any time prior to the
commencement of Annuity Payments can be determined by multiplying the total
number of Accumulation Units credited to the contract in each sub-account by the
then current Accumulation Unit values in each. Each Owner will be advised at
least semi-annually of the number of Accumulation Units credited to his or her
contract, the current Accumulation Unit Value and the total value of the
contract. Accumulation Units are valued each day that shares of the Portfolios
are valued. Contract Owners may at any time obtain the most recent Accumulation
Value from the Annuity Service Center. Any applicable charges for surrendering a
contract must be deducted from this Accumulated Value to determine the amount
that would be received upon a surrender.
14
<PAGE>
HOW IS THE ACCUMULATION UNIT VALUE DETERMINED?
The value of an Accumulation Unit in each sub-account was set at $1.00 on
the Valuation Date on which funds were first placed in the sub-account. The
value of an Accumulation Unit on any subsequent Valuation Date is determined by
multiplying the value of an Accumulation Unit on the immediately preceding
Valuation Date by the net investment factor for the Valuation Period just ended.
The net investment factor is calculated in order to determine the daily
fluctuations of the Accumulation Value due to the investment performance of the
Fund, expenses and fees paid by the Fund, and any charges made against the
Account. An explanation of how the net investment factor is determined, and an
example of how it works, is included in the Statement of Additional Information.
HOW ARE THE UNDERLYING PORTFOLIO SHARES VALUED?
The shares of each Portfolio are valued at net asset value on each day the
New York Stock Exchange is open for business. A description of the valuation
method used in valuing shares of each Portfolio may be found in the accompanying
Fund's prospectus.
PAYMENT OF BENEFITS
WHAT WOULD MY BENEFICIARY RECEIVE AS DEATH PROCEEDS?
In the event an Annuitant dies prior to the commencement of Annuity
Payments, MML will pay the named beneficiary the Accumulated Value of the
contract determined as of the Valuation Date on which, or next following, both
due proof of death and an election of a single sum cash payment are received at
the Annuity Service Center. If a single sum payment is not elected, an Annuity
option may be elected during the 90-day period following receipt of due proof of
death. If no election has been made, a single sum cash payment will be made at
the end of the 90-day period in an amount equal to the then Accumulated Value.
WHAT CONTRACT OPTIONS ARE AVAILABLE IF THE ANNUITANT CEASES TO BE ELIGIBLE UNDER
A RETIREMENT PLAN?
Subject to whatever restrictions may be placed on the exercise of the
contract options by the retirement plan, all the Annuity contract options are
available to the Owner of a deferred contract.
If for any reason the Annuitant ceases to be eligible to make further
contributions or to participate in a retirement plan, the Contract Owner may
make one or more of the following elections to the extent permitted under the
retirement plan: (A) the Accumulated Value of the contract may be applied to
provide a fixed or variable Annuity, provided that the amount applied satisfies
the minimum requirements for an Annuity option; (B) the contract may be redeemed
for cash, in whole or in part; or (C) the contract may be transferred to the
Annuitant free from all provisions of the plan; or (D) the contract will
continue to participate in the investment results of the Account.
Upon the Contract Maturity Date, the Annuitant will begin to receive Annuity
Payments under the selected retirement option. At any time in the interim, the
Owner can exercise elections (A) or (B) described in the previous paragraph.
HOW CAN A DEFERRED CONTRACT BE REDEEMED OR SURRENDERED?
A deferred contract may be redeemed in part or surrendered by a written
request for redemption from the Contract Owner. The Contract Owner will be
entitled to the redemption or Surrender Value computed as of the next valuation
of Accumulation Units following receipt of the request in good order at the
Annuity Service Center. Payment will be made promptly. At the present time MML
remits premium taxes to the states quarterly or annually when due. Therefore, no
refund of previously deducted premium taxes will be made in the event of either
a partial redemption or a surrender. Surrender or partial redemption of a
contract may result in adverse tax consequences. Some of these are described
under "FEDERAL TAX STATUS" on page 22.
15
<PAGE>
MAY I MAKE WITHDRAWALS ON A REGULARLY SCHEDULED BASIS?
Upon written request, a Contract Owner may elect Systematic Withdrawals
($100 minimum per withdrawal) to begin at any time prior to the Contract
Maturity Date. There is currently no service charge for Systematic Withdrawals.
However, MML reserves the right to charge for Systematic Withdrawals in the
future. "A Contract Owner may not simultaneously participate in both Systematic
Withdrawals and Dollar Cost Averaging or Option E Specified Payments for a
Variable Period." (See "May I make transfers between sub-accounts on a regularly
scheduled basis?" page 10.)
If a Systematic Withdrawals plan is elected, the Contract Owner may withdraw
fixed dollar amounts at regular intervals from the Accumulated Value of the
contract.
Systematic Withdrawals will begin when a properly completed written request
from the Contract Owner is received by MML at least five (5) business days prior
to the Systematic Withdrawals start date selected by the Contract Owner. If the
Systematic Withdrawals start date is less than five (5) days after the date the
written request is received by MML, MML may defer the Systematic Withdrawals
start date for one month. If no Systematic Withdrawals start date has been
selected, MML will automatically start Systematic Withdrawals within five (5)
business days after the written request is received.
Systematic Withdrawals changes may only be made by written request from the
Contract Owner to terminate the existing Systematic Withdrawals election, along
with a written request identifying a new Systematic Withdrawals election.
Systematic Withdrawals will terminate when any of the following occurs:
(1) the number of designated Systematic Withdrawals has been completed;
(2) the value of the sub-account is insufficient to complete the next
withdrawal;
(3) a written request from the Contract Owner is received at least five
(5) business days prior to the next withdrawal date;
(4) the Contract Maturity Date arrives; or
(5) the contract is terminated.
Except as otherwise provided, Systematic Withdrawals are subject to all of
the provisions of the contract. Further, withdrawals may result in tax
liabilities. (See "FEDERAL TAX STATUS" on page 22.)
MAY I SURRENDER MY CONTRACT ONCE LIFE ANNUITY PAYMENTS HAVE STARTED?
No. Once life Annuity Payments have commenced a contract cannot be
surrendered, and no further payments will be accepted under that contract.
However, you will be allowed to exchange Annuity Units among sub-accounts.
One such exchange may be made in any calendar year. Under the Specified Payments
for a Variable Period option (Option E), the contract may be surrendered in part
or in full during the payment period, or its value may be applied under a life
Annuity option subject to the applicable charges.
ARE THERE SPECIAL RESTRICTIONS IF I PARTICIPATE IN THE TEXAS OPTIONAL RETIREMENT
PROGRAM?
Yes. Participants in the Texas Optional Retirement Program may not receive
the proceeds of a redemption in whole or in part or apply them to provide
annuity options prior to retirement, except in the case of death or termination
of employment in all institutions of higher education as defined under Texas
law. Such proceeds may, however, be used to fund another eligible retirement
vehicle.
16
<PAGE>
ARE THERE RESTRICTIONS UNDER SECTION 403(B) PLANS?
Similar restrictions apply to annuity contracts used in connection with Code
Section 403(b) retirement plans. Section 403(b) of the Code provides for
tax-deferred retirement savings plans for employees of certain non-profit and
educational organizations. In accordance with the requirements of the Code,
Section 403(b) annuities generally may not permit distribution of (i) elective
contributions made in years beginning after December 31, 1988, and (ii) earnings
on those contributions, and (iii) earnings on amounts attributable to elective
contributions held as of the end of the last year beginning before January 1,
1989. Distributions of such amounts will be allowed only upon death of the
employee, on or after attainment of age 59 1/2, separation from service,
disability, or financial hardship, except that income attributable to elective
contributions may not be distributed in the case of hardship.
CAN PAYMENT OF THE REDEMPTION OR SURRENDER VALUE EVER BE POSTPONED?
Yes. It may be postponed whenever (a) the New York Stock Exchange is closed,
or trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission (the "SEC"); (b) the SEC permits postponement
and so orders; or (c) the SEC determines that an emergency exists making
valuation of the Portfolios or disposal of securities not reasonably
practicable.
WHAT ANNUITY OPTIONS ARE AVAILABLE UNDER DEFERRED CONTRACTS?
Deferred contracts provide five (5) variable Annuity retirement options. The
Owner may select, in accordance with any retirement plan that may be in effect,
a retirement date and a retirement option. Subsequent changes in either may be
made up to the date Annuity payments are to commence. Because of certain Code
requirements, each plan will ordinarily specify a minimum and maximum retirement
age, and may limit the number of monthly payments certain which may be elected,
or the election of a joint and last survivor Annuity where the contingent
beneficiary is other than a spouse. If the Owner does not elect otherwise, the
life Annuity option with 120 monthly payments certain will be effective.
WHAT IS THE MINIMUM AMOUNT THAT I MAY USE FOR AN ANNUITY OPTION?
The minimum amount which may be applied under such an option is $2,000 and
the minimum Annuity Payment is $20.00. If at any time the Annuity Payments are
or become less than $20.00, MML has the right to change the frequency of payment
to intervals that will result in payments of at least $20.00. If proceeds
payable on the retirement date are less than $2,000, MML may discharge its
obligation by paying the proceeds in one lump sum.
WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER DEFERRED CONTRACTS?
OPTION A. LIFE ANNUITY. A variable Annuity payable monthly while the
Annuitant is alive. Payments will cease with the last monthly payment due
preceding the Annuitant's death.
OPTION B. LIFE ANNUITY WITH 60, 100, 120 OR 240 MONTHLY PAYMENTS
GUARANTEED. A variable Annuity payable monthly while the Annuitant is alive.
Payments will cease after the later of:
(1) the last monthly payment due preceding the Annuitant's death; or
(2) the end of 60, 100, 120 or 240 payments, as elected by the
Annuitant.
OPTION C. UNIT REFUND LIFE ANNUITY. A variable Annuity payable monthly
while the Annuitant is alive. Payments will cease with the last monthly payment
due preceding the Annuitant's death. Upon receipt of proof of the Annuitant's
death, an additional payment may be made. The additional payment will be the
then dollar value of the number of Annuity Units equal to the excess of (a) over
(b).
(a) The total amount applied under the option divided by the value of an
Annuity Unit Value at the date Annuity Payments begin.
17
<PAGE>
(b) The product of the number of Annuity Units represented by each
monthly Annuity Payment and the number of Annuity Payments made prior to
death.
OPTION D. JOINT LIFE INCOME FOR ANNUITANT AND ONE OTHER PERSON WITH
TWO-THIRDS ANNUITY UNITS TO SURVIVOR. (One Hundred and Twenty Months Certain).
A joint variable Annuity payable monthly to the Annuitant and one other person
designated at the exercise of this option. MML will pay the income for 120
months certain and as long afterwards as the Annuitant and such other person are
living. After the death of the Annuitant and after payment of any remaining
payments certain, monthly payments will continue for life to the designated
person. Such payments will be computed on the basis of two-thirds of the number
of Annuity Units in effect during the joint lifetime.
OPTION E. SPECIFIED PAYMENTS FOR A VARIABLE PERIOD. MML will make equal
payments in the amount specified until the remaining balance is less than the
amount of one payment. Payments may be made on an annual, semiannual, quarterly
or monthly basis.
The remaining balance in the Separate Account at the end of any Valuation
Period is equal to the product of (a) and (b).
(a) The balance at the end of the previous period decreased by the
amount of any payments made during the period.
(b) The net investment factor for the period.
If the remaining balance at any time is less than the amount of one payment,
the balance will be paid as the final payment under this option. You may
surrender this contract for the remaining balance, or redeem a portion thereof,
at any time. Amounts paid under this option during the first ten (10) years a
contract is in existence prior to the Contract Maturity Date are subject to
sales charges.
Upon the request of the Contract Owner, MML will endorse the contract to
eliminate any option thereunder, or in such other fashion as may be required to
maintain qualification of a plan under the Code, provided that such change is
not otherwise contrary to law. Contract Owners who have not purchased this
contract under a qualified plan should consult with their tax adviser prior to
electing this option.
ARE THERE ANY OTHER OPTIONS AVAILABLE AT RETIREMENT UNDER DEFERRED CONTRACTS?
Yes. In addition to those retirement options specified in the contract, any
mode of payment or other joint option agreed to by MML, and not in conflict with
the contract, may be selected. MML will generally allow the proceeds of a
partial redemption or a surrender (less any applicable sales or other charges)
to be applied under the retirement options set forth in any fixed Annuity
contract offered by MML at the time of selection, and for which the purchaser
would have been eligible. In the event such a selection is made on the Contract
Maturity Date, the Accumulated Value of the contract less the Annual Maintenance
Fee will be applied in accordance with the terms of such other contract. Certain
options are subject to a policy fee, but no other sales or administrative
charges will be imposed under the fixed option.
WHAT ARE THE AVAILABLE OPTIONAL RETIREMENT FORMS UNDER AN IMMEDIATE CONTRACT?
The single premium immediate contracts are used to provide life Annuities,
joint life Annuities and unit refund life Annuities.
The life Annuity may be in any of the forms outlined as Options A or B for
deferred contracts. The computed value at 3.5% interest compounded annually of
the current dollar amount of any remaining payments certain would constitute the
equivalent lump sum payment to be made to the designated beneficiary if the
remaining payments certain are not to be continued.
The joint life Annuity is as described under Option D for deferred
contracts.
The unit refund life Annuity is as described under Option C for deferred
contracts.
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<PAGE>
HOW ARE ANNUITY PAYMENTS DETERMINED?
The Statement of Additional Information contains a detailed description of
how the Annuity Payments under the contracts are determined.
In that calculation, an assumed investment return of 3.5% is used. This is
not an expected rate of return for the Account. Rather it is an annual interest
rate assumption used in constructing the Annuity table used to determine the
first Annuity Payment. The interest rate assumption of 3.5% would produce level
Annuity Payments if the net investment return remained level at 3.5% on an
annual basis. The actual net investment return will, of course, vary. If higher
than 3.5%, the payments will rise, and if lower than 3.5%, the payments will
fall. If a higher interest rate assumption were used, the initial payment would
be higher but subsequent payments would rise more slowly or fall faster as the
actual investment return varies from that higher assumed rate. A lower
assumption would create the opposite effect.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
MML DISTRIBUTORS, LLC, AND THE FUNDS
TELL ME ABOUT MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Massachusetts Mutual Life Insurance Company ("MML") is a mutual life
insurance company specially chartered by the Commonwealth of Massachusetts on
May 14, 1851. It is currently licensed to transact life (including variable
life), accident, and health insurance business in all states, the District of
Columbia and certain provinces of Canada. As of March 1, 1996, the Company had
total assets of $50 billion.
On February 29, 1996, Connecticut Mutual Life Insurance Company ("CML")
merged with and into the Company. CML was a Connecticut mutual life insurance
company originally chartered by a special act of the Connecticut General
Assembly in 1846. Prior to the merger CML was the nation's sixth oldest life
insurance Company. Upon the merger, CML's existence ceased and the Company
became the surviving company under the name Massachusetts Mutual Life Insurance
Company. In approving the merger, the boards of directors of the Company and CML
determined that the merger would result in a combined company that would be
stronger and more efficient and therefore more competitive than either the
Company or CML alone. On January 26, 1996, 95.76% of the policyholders of the
Company and 95.75% of the insured of the Company, each voting as a separate
class, voted to approve the merger. On January 27, 1996, 94.0% of the
policyholders of CML and 94.27% of the members of CML, each voting as a separate
class, voted to approve the merger. In addition, the Connecticut Insurance
Department and the Massachusetts Division of Insurance have approved the merger.
All of the Contracts were issued by CML and, at the time of the merger, were
assumed by the Company. The merger did not affect any provisions of, or rights
or obligations under, the Contracts as originally issued by CML.
TELL ME ABOUT MML INVESTORS SERVICES, INC.
MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidiary of MML,
is located at 1414 Main Street, Springfield, MA 01144-1013. MMLISI acts as
co-underwriter and distributor of the Contracts. MMLISI is registered as a
broker-dealer with the U.S. Securities and Exchange Commission (the
"Commission") and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Contracts will be sold by registered representatives of MMLISI
who are also licensed to sell MML insurance products under applicable state
insurance laws.
TELL ME ABOUT MML DISTRIBUTORS, LLC
MML Distributors, LLC ("MML Distributors") was organized under the laws of
the State of Connecticut as a limited liability company on November 10, 1994. It
is 99% owned by MML and 1% owned by CM Strategic Ventures, Inc., an MML
subsidiary. MML Distributors does business under different variations of its
name including: "MML Distributors, L.L.C." in Delaware, Idaho, Illinois,
19
<PAGE>
Michigan, North Dakota, Oklahoma, Oregon, and South Dakota, "MML Distributors
Limited Liability Company", in Maine, New Mexico, Ohio and West Virginia, and
"MML Distributors, LLC, L.C." in Florida. MML Distributors is registered with
the Commission as a broker-dealer and is a member of the NASD.
MML Distributors serves as the co-underwriter and wholesale distributor of
the contracts. It will enter into agreements with other broker-dealers whose
registered representatives will sell the contracts. It is located at 1414 Main
Street, Springfield, MA 01144. Sales charges assessed under contracts described
in this Prospectus may be paid to MML Distributors.
MML will accept, by agreement with a limited number of broker-dealers,
electronic data transmissions of Application information, along with wire
transmittals of initial Purchase Payments from the broker-dealers to the Annuity
Service Center for purchase of the Contract. Please contact the Annuity Service
Center to receive more information about electronic data transmission of
Application information.
TELL ME ABOUT THE FUNDS
The Panorama Series Fund, Inc. is an open-end diversified investment company
which has six (6) Portfolios, two (2) of which are available for contracts
offered by this Prospectus. Each Portfolio issues a separate series of stock.
Oppenheimer Variable Account Funds is a diversified open-end investment company
consisting of nine (9) separate portfolios, two (2) of which are available for
contracts offered by this Prospectus. Oppenheimer is the investment adviser to
the Funds. Oppenheimer is an indirect subsidiary of MML and is registered with
the Securities and Exchange Commission as an investment adviser. It is located
at Two World Trade Center, New York, New York, and also has offices at 3410
South Galena Street, Denver, Colorado 80231.
A full description of each Fund, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operations, is
contained in the accompanying Fund prospectuses which should be read in
conjunction with this Prospectus.
PERFORMANCE DATA
HOW ARE YIELDS AND TOTAL RETURNS CALCULATED FOR THE SUB-ACCOUNTS?
From time to time the yield and the effective yield of the Money Market
sub-account may be advertised. In addition, total returns for all of the
sub-accounts may be advertised. These figures will be based on historical
performance for deferred contracts prior to the maturity date, and are not
intended to, and do not indicate, future performance.
The yield of the Money Market sub-account refers to the annualized income
generated by an investment in that sub-account over a specified seven-day
period. The yield is "annualized" by assuming that the income generated for that
seven-day period is generated each seven-day period over a 52-week period, and
is shown as a percentage of that investment. The effective yield is calculated
similarly, but, when annualized, the income earned by an investment in that
sub-account is assumed to be reinvested. The effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment.
Total return for the Money Market, Income, Total Return, and Growth
sub-accounts may be calculated pursuant to a standardized formula or in
non-standardized formulas. The standardized total return of the Money Market,
Income, Total Return and Growth sub-accounts refers to return quotations,
assuming an investment has been held in the sub-account for various periods of
time including, but not limited to, one year, five years, ten years, and a
period measured from the date the sub-account commenced operations. The total
return quotations will represent the average annual compounded rates of return
that would equate an initial investment of $1,000 to the redemption value of
that investment as of the last day of each of the periods for which total return
quotations are
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provided. Accordingly, the total return quotations will reflect not only income
but also changes in principal value (that is, changes in the Accumulation Unit
values), whereas the Money Market sub-account yield figures will only reflect
income.
The standardized total return quotations for the Income, Total Return, and
Growth sub-accounts will reflect the sales charges imposed on redemptions. For
the Money Market sub-account, the standardized total return figures will reflect
sales charges, but the standardized yield figures will not.
In addition, the sub-accounts may from time to time also disclose total
returns in non-standard formats. The sub-accounts may also disclose cumulative
total returns. The non-standard average annual total return and cumulative total
return would not reflect the sales charge, which if reflected would lower the
performance figures for periods of less than ten (10) years.
The Fund may from time to time also disclose standard total returns and
non-standard total returns for the sub-accounts based on or covering periods of
time other than those indicated above. All non-standard performance data will
only be disclosed if the standard total return is also disclosed. For additional
information regarding the calculation of performance data, please refer to the
Statement of Additional Information.
Also from time to time, in advertisements, sales literature, or in reports
to shareholders, the Account may compare the performance of one or more
sub-accounts to that of other variable accounts or investment vehicles with
similar investment objectives, or to relevant indices published by recognized
mutual funds, or variable annuity statistical rating services or publications of
general interest such as FORBES or MONEY magazines. For example, a sub-account's
performance might be compared to that of other accounts or investments with a
similar investment objective as compiled by Lipper Analytical Services, Inc., or
by others. In addition, a sub-account's performance might be compared to that of
recognized stock market indicators including, but not limited to, the Standard &
Poor's 500 Stock Index (which is a group of unmanaged securities widely regarded
by investors as representative of the stock market in general), and the Dow
Jones Industrial Average (which is a price-weighted average of 30 large,
well-known industrial stocks that are generally the leaders in their industry).
Performance comparisons should not be considered representative of the future
performance of a sub-account.
Performance data may also be calculated for shorter or longer base periods.
The Account may use various base periods as may be deemed necessary or
appropriate to provide investors with the most informative performance data
information, depending on the then-current market conditions.
Performance will vary from time to time and historical results will not be
representative of future performance. Performance information may not provide a
basis for comparison with other investments, or other investment companies using
a different method of calculating performance. Current yield is not fixed and
varies with changes in investment income and Accumulation Unit values. The Money
Market sub-account's yield will be affected if it experiences a net inflow of
new money which is invested at interest rates different from those being earned
on its then-current investments. An investor's principal in a sub-account and a
sub-account's return are not guaranteed and will fluctuate in value according to
market conditions. As noted above, advertised performance data figures will be
historical figures, for a deferred contract, during the accumulation period.
The Account may also from time to time, in advertisements, sales literature,
or in reports to shareholders, discuss the Account's fees and compare those fees
to industry averages and other variable accounts. The Account also may discuss
the total amount of money invested in variable annuities.
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<PAGE>
MISCELLANEOUS
WHAT ARE MY VOTING RIGHTS?
You as a Contract Owner will be entitled to instruct MML how to vote at
meetings of Fund shareholders in each sub-account in which you participate on:
(i) any change in the investment restrictions relative to that Portfolio in
which the sub-account invests requiring shareholder approval; (ii) approval of
the investment advisory agreement and any amendments thereto which is relevant
to that Portfolio; (iii) election of the Board of Directors of the Fund; (iv)
ratification of an independent public accountant for the Fund; and, (v) any
other matters that require a shareholder vote.
The number of votes as to which you as Contract Owner of a deferred contract
may give instructions is equal to the number of shares of a Portfolio underlying
the Accumulation Units credited to the contract in each sub-account. Assets may
also be maintained in the Funds with respect to contracts other than those
offered by this Prospectus. Votes attributable to such other contracts are
determined in the same manner as is provided for contracts described in this
Prospectus.
The number of votes as to which you as Contract Owner in the Annuity payout
phase may give instructions is equal to: (i) the value of the reserve maintained
in each sub-account to meet the Annuity obligations related to that contract,
divided by (ii) the value of a Portfolio share underlying that sub-account. This
number of votes will decrease over the period the Annuity is payable.
Votes attributable to any shares underlying assets directly placed in a
Portfolio by MML shall be entitled to be cast but only in the same manner and
proportion in which all other votes are cast. Such will also be true as to
shares not covered by instructions.
The number of votes which each Contract Owner may cast shall be determined
as of the record date for shareholders of each Portfolio as determined by the
Board of Directors of the appropriate Fund.
MML Distributors shall ensure that each Contract Owner is furnished with
such proxy forms and instructions as may be necessary to enable you as Contract
Owner to exercise your voting rights.
TELL ME ABOUT THE SUB-ADMINISTRATOR
MML Distributors has contracted with Continuum Company, Inc., Dwight
Building, Second Floor, 1004 Baltimore, Kansas City, Missouri 64105 to
administer the Contracts on its behalf at the Annuity Service Center. In this
capacity, Continuum Company, Inc. is responsible for the following: processing
purchase payments, annuity payments, death benefits, surrenders, withdrawals and
transfers; preparing confirmation notices and periodic reports; calculating
mortality and expense risk charges; and generally assisting Contract Owners.
FEDERAL TAX STATUS
INTRODUCTION
The ultimate effect of federal income taxes on the value of the Contract, on
annuity payments, and on the economic benefit to the Contract Owner, Annuitant
or Beneficiary depends on a variety of factors including the type of retirement
plan for which the Contract is purchased and the tax and employment status of
the individual concerned. The discussion contained herein is general in nature
and is not intended as tax advice. Each person concerned should consult a
competent tax adviser for complete information and advice. No attempt is made to
consider any applicable state or other local tax laws. Moreover, the discussion
herein is based upon MML's understanding of current federal income tax laws as
they are currently interpreted. No representation is made regarding the
likelihood of continuation of those current federal income tax laws or of the
current interpretations by the Internal Revenue Service ("IRS").
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TAX STATUS OF MML
Under existing federal law, no taxes are payable by MML on investment income
and realized capital gains of the Account credited to the contracts.
Accordingly, MML does not intend to make any charge to the Account to provide
for company income taxes. MML may, however, make such a charge in the future if
an unanticipated construction of current law or a change in law results in a
company tax liability attributable to the Account.
MML may incur state and local taxes (in addition to premium taxes) in
several sates. At present, these taxes are not significant. If they increase,
however, charges for such taxes attributable to the Separate Account may be
made.
TAXATION OF CONTRACTS IN GENERAL
Under Section 817(h) of the Internal Revenue Code (the "Code") a Contract
(other than one used in a tax-qualified retirement plan) will not be treated as
an annuity contract and will be taxed on the annual increase in earnings if, as
of the end of any quarter, the Portfolios, or the Portfolio on which the
Contract is based are not adequately diversified in accordance with regulations
prescribed by the Treasury Department.
Subject to certain annuity distribution rules (see "Annuity Distribution
Rules of Section 72(s)") annuity payments under the Contracts are taxable under
Section 72 of the Code. For contributions made after February 28, 1986, a
Contract Owner that is not a natural person will be taxed on the annual increase
in the earnings of a Contract unless the Contract Owner holds the Contract as
agent for a natural person. Otherwise, increases in the value of a Contract are
not subject to tax until actually or constructively received.
Amounts received prior to the Contract Maturity Date from Contracts not
under tax qualified arrangements (see "Taxation of Qualified Plans TSAs and
IRAs" for a discussion of Contracts used in the qualified plan market) are
subject to tax to the extent of any earnings or gains in the Contract; amounts
received which are in excess of such earnings or gains are considered a return
of capital. Similarly, amounts borrowed upon the Contract will be treated as
amounts received under the Contract and will be taxable to the same extent. If
an individual Contract Owner transfers ownership, for other than full and
adequate consideration, the Contract Owner will be taxed on the transfer as
though he or she had taken a full redemption of the Contract. For Contracts
entered into after October 21, 1988, all annuity contracts issued by the same
insurer and its affiliates to the same Contract Owner within the same calendar
year must be aggregated in determining the amount of gain realized on a
withdrawal from any one.
If the Contract is obtained in a tax-free exchange of contracts under
Section 1035 of the Code, different tax rules may apply. If a distribution prior
to the Contract Maturity Date of a contract obtained in such an exchange is
entirely attributable to investments in the surrendered contract prior to August
14, 1982, the distribution will first be considered a return of capital to the
extent of those investments and only the amounts received in excess of those
investments will be regarded as taxable earnings or gains.
PENALTY TAXES
In addition to the foregoing tax consequences, certain distributions under
the Contract will be subject to a penalty tax under the Code Section 72(q) (for
non-tax qualified Contracts) or 72(t) (for Contracts in tax qualified plans see
"Taxation of Qualified Plans, TSAs and IRAs") of 10% of the amount of the
distribution that is includable in gross income. However, the following
distributions from non-tax qualified Contracts currently are not subject to the
penalty tax: (1) withdrawals made after the Contract Owner is 59 1/2 years old;
(2) payments made to a beneficiary (or to the estate of the Contract Owner) on
or after the death of the Contract Owner; (3) payments attributable to a
Contract
23
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Owner becoming disabled; or (4) substantially equal periodic payments made (at
least annually) for the lifetime (or life expectancy) of the Contract Owner or
for the joint lifetimes (or joint life expectancies) of the Contract Owner and
the beneficiary.
When monthly annuity payments commence, they are taxable as ordinary income
in the year of receipt to the extent that they exceed that portion of the
"investment in the Contract" allocable to that year. The investment in the
contract will equal the gross amount of purchase payments made under the
Contract less any amount that was previously received under the Contract but was
not included in gross income. The investment in the contract would also be
increased by any amount that was previously included in gross income under the
Contract but was not received. This amount, divided by the anticipated number of
monthly annuity payments, gives the "excludable amount," which is the portion of
each annuity payment considered to be a return of capital and, therefore, not
taxable. Under this exclusion ratio, the total amount excluded from payments
actually received is limited to the investment in the contract. The rules for
determining the excludable amount are contained in Section 72 of the Code and
regulations thereunder and require adjustment when the payment option elected
provides a feature such as a guaranteed number of payments.
ANNUITY DISTRIBUTION RULES OF SECTION 72(S)
Annuity distribution requirements are imposed under Section 72(s) of the
Code. MML understands that these requirements do not apply to Contracts issued
to or under Qualified Plans, TSAs and IRAs.
Under Section 72(s), a Contract will not be treated as an annuity subject to
Section 72 of the Code, unless it provides for certain required distributions
from and after the date of death of the Contract Owner.
TAX WITHHOLDING
Certain tax withholding is imposed on payments that are made under the
Contracts (for Contracts in tax qualified plans, see "Taxation of Qualified
Plans, TSAs and IRAs"). Withheld amounts do not constitute an additional tax,
but are fully creditable on the individual tax return of each payee who is
subject to withholding. In addition, no payment will be subject to the
withholding if (1) it is reasonable to believe that the payments are not
includable in gross income, or (2) the payee elects not to have withholding
apply. The payee may make such an election either by filing an election form
with MML or, in the case of redemptions, by following procedures that MML has
established to afford payees an opportunity to elect out of withholding. These
forms and procedures will be provided to payees by MML upon a request for
payment.
Unless the Payee elects not to have withholding apply, MML is required to
withhold, for federal income tax purposes, 10% of the taxable portion of any
redemption payment or non-periodic distribution under the Contracts. Periodic
annuity payments under the Contracts are subject to withholding at the payee's
wage base rate. If the payee of these annuity payments does not file an
appropriate withholding certificate (obtainable from any local IRS office) with
MML, it will be presumed that the payee is married claiming three exemptions.
TAX REPORTING
MML is required to report all taxable payments and distributions to the IRS
and to the payees. Payees will receive reports of taxable payments and
distributions by January 31 of the year following the year of payments.
TAXATION OF QUALIFIED PLANS, TSAS AND IRAS
The tax rules applicable to participants in retirement plans that qualify
for special federal income tax treatment vary according to the type of plan and
its terms and conditions.
Increases in the value of a Contract are not subject to tax until received
by the employee or his beneficiary. Monthly annuity payments under Qualified
Plans, TSAs and IRAs are taxed as described
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above (see "TAXATION OF CONTACTS IN GENERAL"), except that the "investment in
the Contract" under a Qualified Plan is normally the gross amount of purchase
payment made by the employee under the Contract or made by the employer on the
employee's behalf and included in the employee's taxable income when made.
If the Annuitant receives a distribution that qualifies as a "lump sum
distribution" under the Code, he or she may be eligible for special "5-year
averaging" treatment of the funds received (or "10-year averaging" treatment if
he or she was age 50 or older on January 1, 1986). TSAs and IRAs are not
eligible for the special treatment under the "lump sum distribution" rules.
Certain TSA contributions may not be distributed to the Annuitant until age
59 1/2, death, disability, separation of service or hardship. Distributions from
Qualified Plans, IRAs and TSAs may be subject to a 10% penalty tax on amounts
withdrawn before age 59 1/2. However, the following distributions from Qualified
Plans (and TSAs and IRAs except as otherwise noted) are not subject to the
penalty: (1) payments made to a beneficiary (or the estate of an Annuitant) on
or after the death of the Annuitant; (2) payments attributable to an Annuitant
becoming disabled; (3) substantially equal periodic payments made (at least
annually) for the lifetime (or life expectancy) of the Annuitant or for the
joint lifetimes (or joint life expectancies) of the Annuitant and the
beneficiary (for Qualified Plans and TSAs, payments can only begin after the
employee separates from service); (4) payment for certain medical expenses (not
applicable to IRAs); (5) payment after age 55 and separation from service (not
applicable to IRAs); and (6) payments to an alternate payee pursuant to a
qualified domestic relations order under Code Section 414(p) (not applicable to
IRAs). Excess retirement accumulations may be subject to a 15% penalty tax.
Excess distributions may be subject to a 15% excise tax.
IRAs and contributions under Sections 401, 403(b) and 457 are subject to
limitations on the amount that may be contributed. The deductibility of
contributions by individuals or their spouses who are active participants in an
employer-maintained pension or profit-sharing plan may be reduced based on the
individual's adjusted gross income. In addition, certain distributions from
Qualified Plans and TSAs may be placed into an IRA on a tax-deferred basis.
In general, tax law requires that minimum distributions be made from
Qualified Plans, TSAs and IRAs beginning at age 70 1/2 or following the death of
the participant. To avoid penalty taxes of 50 percent or more, required
distributions, including distributions which should have been distributed in
prior years, should not be rolled over to IRAs.
Distributions from Qualified Plans and TSAs are subject to mandatory federal
income tax withholding. MML is required to withhold 20% when a payment from a
Qualified Plan or TSA is an "eligible rollover distribution" and such payment is
not directly rolled over to another Qualified Plan, TSA or IRA. In general, an
"eligible rollover distribution" is any taxable distribution other than: (1)
payments for the life (or life expectancy) of the Annuitant, or for joint life
(or joint life expectancies) of the Annuitant and the beneficiary; (2) payments
made over a period of ten years or more; and (3) required minimum distributions
(see above). Plan administrators should be able to tell Annuitants what other
payments are not "eligible rollover distributions".
Taxable distributions that are not "eligible rollover distributions" are
subject to the withholding rules for annuities (see "Tax Withholding").
TAXATION OF SECTION 457 PLANS
The amount deferred, including interest, under section 457 plans generally
will not be taxable until paid or otherwise made available to the employee, and
at that time will be taxable as ordinary income. Distributions from section 457
plans are not eligible for special income averaging treatment or for rollover to
IRAs.
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Section 457 plans are subject to restrictions on the amount that may be
deferred. All investments under the plan, including the Contract, are owned by
the employer and are subject to the claims of the employer's creditors. The
employee has no rights or vested interest in the Contract, and is only entitled
to payment from the employer in accordance with the Section 457 plan provisions.
In general, tax law prohibits distributions from section 457 plans prior to
age 70 1/2 or separation from service with the employer, and requires that
minimum distributions commence at age 70 1/2 or following the death of the
participant.
ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE ACCOUNT?
No.
(SET OUT BELOW IS THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL
INFORMATION. THIS STATEMENT MAY BE OBTAINED BY CALLING THE NUMBER ON THE COVER
OF THIS PROSPECTUS AND ASKING FOR THE PANORAMA SEPARATE ACCOUNT STATEMENT OF
ADDITIONAL INFORMATION.)
26
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STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Purchase of Contracts..................................................................................... B-3
Sales Charges............................................................................................. B-3
How the Charges Under These Contracts are Made............................................................ B-4
Redemptions............................................................................................... B-4
Contracts That are Subject to Sales Charges............................................................... B-4
Administrator............................................................................................. B-4
Underwriting Arrangements................................................................................. B-5
How Annuity Payments are Determined....................................................................... B-5
How the Value of the Deferred Contract is Determined...................................................... B-6
How the Accumulation Unit Value is Determined............................................................. B-6
Distribution on Death of Contract Holder.................................................................. B-6
Valuing the Underlying Funds Shares....................................................................... B-7
Independent Public Accountants............................................................................ B-7
Investment Performance Calculations....................................................................... B-7
Money Market Sub-Account Yield............................................................................ B-7
Sub-Account Total Return Calculations: Standardized....................................................... B-8
FINANCIAL STATEMENTS
Supplemental Financial Statements of MML
Report of Independent Public Accountants for MML........................................................ F-1
The Separate Account.................................................................................... F-20
Financial Statements of the Panorama Separate Account................................................... F-22
Appendix -- General Formulae
</TABLE>
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APPENDIX A
IRA DISCLOSURE STATEMENT
FOR USE WITH THE MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
PROTOTYPE IRA
This statement is designed to assist you in understanding the requirements
of Federal tax law which apply to your Individual Retirement Annuity ("IRA"),
Spousal IRA or your Simplified Employee Pension IRA ("SEP-IRA") for employer
contributions. If you should desire further information regarding your IRA, it
may be obtained either from your registered representative or from any district
office of the Internal Revenue Service.
The growth in value of the annuity is neither guaranteed nor projected.
SEVEN-DAY REVIEW PERIOD
You have seven (7) days after you sign your application to review this
statement and the Prospectus without obligation. If you notify your
representative either orally or in writing within this seven-day period that you
do not wish to keep your contract, your entire Purchase Payment will be refunded
to you.
<TABLE>
<S> <C>
Registered
Representative: ------------------------------------
Address: 140 Garden Street
Hartford, Connecticut 06154
Telephone: (800) 234-5606
</TABLE>
ELIGIBILITY REQUIREMENTS
All persons with earned compensation are eligible for Individual Retirement
Annuities ("IRAs"). Additionally, if you have a spouse who has earned no
compensation (and you file a joint tax return), you may establish an IRA on
behalf of your spouse. Of course, if you have a working spouse who has earned
compensation, that spouse may establish his or her own IRA. Lastly, a divorced
or legally separated spouse may treat taxable alimony or separate maintenance
payments as compensation for purposes of establishing an IRA.
THE ANNUITY AS AN IRA
When this Annuity is issued as an IRA, the contract is amended to provide
that the contract is both non-transferable and non-forfeitable.
CONTRIBUTIONS AND DEDUCTIONS
As a result of significant changes made by the Tax Reform Act of 1986,
contributions to your IRA are limited at two levels. First, there are limits on
the amount of contributions which may be deducted for income tax purposes.
Second, there is a limit with respect to the amount of nondeductible
contributions which can be made.
If neither you nor your spouse (if you file a joint return) is an active
participant in an employer-maintained retirement plan, then you are eligible to
make deductible contributions to an IRA equal to the lesser of 100% of
compensation or $2,000 ($2,250 in the case of a Spousal IRA -- see below).
However, if you or your spouse (if you file a joint return) is an active
participant in an employer-maintained retirement plan, your deduction limit for
contributions to an IRA is reduced. Specifically, individuals with adjusted
gross income over $35,000, married taxpayers filing jointly with adjusted gross
income over $50,000, and a married taxpayer filing separately with adjusted
gross income over $10,000, are no longer allowed any IRA deductions if they
participate in an employer-maintained retirement plan. In the case of a married
couple filing jointly, the restrictions apply where either spouse so
participates. For single individuals with adjusted gross income between $25,000
and $35,000, married taxpayers filing jointly with adjusted gross income between
$40,000 and $50,000, and a married taxpayer filing separately with adjusted
gross income between $0 and $10,000, the IRA deduction will be phased out
ratably as income rises above the threshold limits.
A-1
<PAGE>
Nevertheless, you may still make designated nondeductible IRA contributions
to the extent of the excess of (1) the lesser of $2,000 ($2,250 in the case of a
Spousal IRA), or 100% of compensation annually, over (2) the applicable IRA
deduction limit. You may also choose to make a contribution nondeductible even
if you could have deducted part or all of the contribution. Interest or other
earnings on your IRA contribution, whether from deductible or nondeductible
contributions, will not be taxed until distributed to you.
For purposes of the above discussion, you are an "active participant" in an
employer-maintained retirement plan, if you are covered by such plan, even if
you are not yet vested in your retirement benefit. However, an individual who is
a participant in an eligible state deferred compensation plan, as defined in
Code section 457(b), is not considered to be an "active participant".
In order to qualify for a particular tax year, IRA contributions must be
made during such tax year or by the deadline for filing your income tax return
for that year (not including extensions). For calendar year taxpayers the
deadline is generally April 15.
If you make contributions in excess of the combined deductible and
nondeductible limits, you may be liable for a nondeductible excise tax of 6% of
the amount of the excess. You may withdraw an excess contribution together with
the net income attributable to the excess, on or before the due date (including
extensions of time) for filing your Federal income tax return and the excess
amount will be treated as if you never contributed it, regardless of the size of
the contribution. The accompanying distribution of the net income, however, is
includible in income for the year in which the excess contribution is made.
Excess amounts which are not withdrawn by this method are subject to the 6%
excise tax in the year of contribution and are carried over and taxed each year
until the year the excess is reduced.
No contribution may be made by you to your IRA during or after the tax year
in which you attain age 70 1/2.
SPOUSAL IRAS
If your spouse has no compensation for the year and you file a joint return,
you may set up and make contributions to an IRA for your spouse, as well as for
yourself. Subject to the active participant rules discussed above, the maximum
amount that you can deduct for contributions to both IRAs is the lesser of
$2,250, or 100% of compensation. You may not deduct, however, more than $2,000
to either IRA for any year.
SEP-IRAS
Under a SEP-IRA agreement, your employer may contribute 15% of your
compensation, up to $30,000, to your IRA each year. The contribution and
interest earned is excludable from your income until such time as it is
distributed to you.
You must withdraw any excess contribution made to your SEP-IRA by your
employer before the date for filing your return. If you do not, you are liable
for the 6% excise tax discussed above. SEP-IRAs are also generally subject to
the other requirements applicable to IRAs.
ROLLOVER CONTRIBUTIONS AND TRANSFERS
You are permitted to withdraw any portion of the value of your IRA and
reinvest it in another individual retirement annuity or account, but not more
frequently than once in any one-year period. Such withdrawals may also be made
from other IRAs and contributed to this contract. Such a withdrawal of funds
from one IRA and subsequent reinvestment in another IRA is called a "rollover
contribution". In order to qualify as a tax-free rollover contribution, the
entire portion of the withdrawal must be reinvested in another IRA within 60
days after the date it is received. Of course, you will not be allowed a tax
deduction for the amount of any rollover contribution.
A similar type of rollover contribution can be made with the proceeds of an
eligible rollover distribution or a lump-sum distribution from a qualified
retirement plan. Such a distribution must also be invested in the IRA within 60
days of receipt. A lump sum distribution is one made from a
A-2
<PAGE>
Qualified Plan: (1) because of your death; (2) after you reached age 59 1/2; (3)
because you left your job (unless you are self-employed); or (4) after you
become permanently disabled (but only if you are self-employed). To be
considered a lump sum, the distribution must also be made entirely in a single
tax year and must represent the entire value of your account in the retirement
plan (and in all plans of a similar type sponsored by the same employer).
Properly made, such a distribution will not be taxable until you receive
payments from the IRA created with it. Unless you were a self-employed
participant in the distributing plan, you may later roll over such a
contribution to another qualified retirement plan as long as you have not mixed
it with any IRA contributions you have deducted from your income.
Eligible rollover distributions are generally all taxable distributions from
Qualified Plans and Section 403(b) annuities except for: (1) amounts paid over
your life or life expectancy; or (2) installments for periods of years spanning
ten (10) years or more; or (3) required minimum distributions.
Also, if you receive a distribution on account of a plan termination you may
make a rollover contribution to an IRA.
In addition to rollover contributions, you may also have the assets of one
IRA directly transferred (without any distribution to you) to another IRA.
Direct IRA to IRA transfers are not subject to the one-year waiting period
applicable to IRA rollover contributions.
WITHDRAWALS
If you withdraw an amount from an IRA during a tax year and you have made
both deductible and nondeductible IRA contributions, the part of the withdrawal
that is from nondeductible contributions (not including interest) is excludable
from income. The amount excludable from income for the tax year is the portion
of the amount withdrawn that has the same ratio to the amount withdrawn as your
total nondeductible IRA contributions (of all your IRAs) have to the total
balance of all your IRAs, including rollover IRAs. The remaining portion of the
amount withdrawn for the tax year is includable in income. For purposes of this
calculation, all your IRAs are treated as one contract and all withdrawals you
make during a tax year are treated as one distribution and the value of the
contract (after adding back distributions made during the year), income on the
contract and investment in the contract are computed at the end of the year.
PREMATURE DISTRIBUTIONS
Premature distributions are amounts you withdraw from your IRA before you
are age 59 1/2. Premature distributions which do not qualify for rollover
treatment are subject to a penalty tax equal to 10% of the amount of the
distribution includable in gross income in the tax year, unless you are totally
disabled or receive the distributions in substantially equal payments (at least
annually) for your life or life expectancy or the joint lives or life
expectancies of you and your beneficiary or unless the distributions are made to
your beneficiary on account of your death.
The penalty tax is also applicable to income taxable distributions deemed to
have been made upon disqualification of your IRA as a result of a prohibited
transaction (including, in general, the sale or assignment of your interest in
your IRA to anyone), or as a result of borrowing on your IRA, or using your IRA
as security for a loan.
INADEQUATE OR UNDER DISTRIBUTION -- 50% TAX
Your IRA is intended to provide retirement benefits over your lifetime.
Thus, Federal law requires that you either (1) receive a lump sum distribution
from your IRA not later than April 1st of the year after the year in which you
attain age 70 1/2 or (2) start to receive periodic payments by that date. If you
elect to receive periodic payments, those payments must be sufficient to pay out
the entire value of your IRA during your life or life expectancy (or over the
life or life expectancies of you and your beneficiary). If the payments are not
sufficient to meet these requirements, an excise tax of 50% will be imposed on
the amount of any underpayment.
A-3
<PAGE>
EXCESS DISTRIBUTIONS -- 15% TAX
Certain persons, particularly those who participate in more than one
tax-qualified retirement plan, may be subject to an excise tax of 15% on certain
excess aggregate distributions from those plans. In general, excess
distributions are taxable distributions from all tax-qualified plans in excess
of a specified annual limit for payments made in the form of an annuity
(generally, $150,000 for 1987, indexed for inflation), or five (5) times the
annual limit for lump sum distributions.
DEATH BENEFITS
If you should die before receiving any benefits from your IRA, your
beneficiary must either elect (1) to receive the balance of your account in a
lump sum within five (5) years of your death, or (2) have the balance applied to
purchase an immediate annuity payable over the life or life expectancy of the
beneficiary. Such annuity must commence within one year of your death. If your
spouse is your beneficiary, however, distributions are not required to be
distributed until the date you would have attained age 70 1/2, and if your
spouse dies before any distribution to him or her commences, your spouse is
treated as the owner of your IRA for purposes of any required distributions.
PROHIBITED TRANSACTIONS
If you engage in certain prohibited transactions with your IRA, the IRA will
lose its exemption from taxation. Depending on the type of prohibited
transaction, you must include in income all or a portion of the fair market
value of the IRA account. Examples of prohibited transactions are: (1) any
borrowing from the account; (2) use of the account as security for a loan; (3)
receipt by you or certain family members of unreasonable compensation for
managing the IRA.
If you should die after benefits have commenced to you, the remaining
portion of your account must be distributed to your beneficiary as rapidly as
under the method of distribution in effect on the date of your death.
PROTOTYPE STATUS
The Internal Revenue Service will be asked to review the format of your
Massachusetts Mutual Life Insurance Company Prototype IRA and to issue an
opinion letter to Massachusetts Mutual Life Insurance Company stating that it
qualifies as a prototype IRA. An opinion letter is a determination only as to
the form of the IRA, and does not represent a determination as to its merits.
REPORTING TO THE IRS
If you make a designated nondeductible contribution to an IRA for a taxable
year or receive a distribution from an IRA during a taxable year, you are
required to provide such information as the IRS may prescribe on your tax return
for the taxable year, and, to the extent required, for succeeding taxable years.
The information that may be required includes, but is not limited to: (1) the
amount of designated nondeductible contributions for the taxable year; (2) the
total amount of designated nondeductible contributions for all preceding taxable
years that have not previously been withdrawn; (3) the total balance of all your
IRAs as of the close of the calendar year with or within which the taxable year
ends; and (4) the amount of distributions from your IRAs during the taxable
year. If the required information is not shown on your return, all IRA
contributions are presumed to have been deductible. Therefore, they will be
taxable upon withdrawal from the IRA, unless it can be shown, with satisfactory
evidence, that the contributions were nondeductible when they were made.
Whenever you are liable for one of the penalty taxes discussed above (6% for
excess contributions, 10% for premature distributions, 50% for underpayments, or
15% for excess distributions), you must file Form 5329 with the Internal Revenue
Service. The form is to be attached to your income tax return (Form 1040) for
the tax year in which the penalty applies.
FINANCIAL DISCLOSURE
The charges which may be made against a contribution to your IRA include the
Custodian's fees (set forth in the Adoption Agreement), and the mortality and
expense risk fee, and other fees for the
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<PAGE>
Account set forth on page 3 of the Account Prospectus. The charges which may be
made against a withdrawal are also described in the Prospectus, and you should
read the Panorama Account Prospectus carefully and retain it for your future
reference.
A-5
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PANORAMA SEPARATE ACCOUNT
INDIVIDUAL DEFERRED AND IMMEDIATE
VARIABLE ANNUITY CONTRACTS ISSUED BY
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 STATE STREET, SPRINGFIELD, MASSACHUSETTS 01111
413-744-8441
ANNUITY SERVICE CENTER
P.O. BOX 13217
KANSAS CITY, MISSOURI 64199
1-800-343-5629
------------------------
QUALIFIED AND NON-QUALIFIED ANNUITY PLANS
The Individual Variable Annuity contracts described herein are used in
connection with plans qualified under Sections 401(a) or 403(a) of the Internal
Revenue Code, as amended (the "Code"), and governmental plans and eligible State
deferred Compensation plans under Sections 414(d) and 457 of the Code, as well
as individual non tax-qualified retirement plans.
This Statement of Additional Information is not a prospectus. This Statement
of Additional Information should be read in conjunction with the Prospectus for
the Panorama Separate Account dated May 1, 1996, a copy of which may be obtained
by writing Massachusetts Mutual Life Insurance Company at Panorama, Accumulation
Products Administration, 140 Garden Street, Mail Stop X305, Hartford,
Connecticut 06154 or call 1 (800) 234-5606.
MAY 1, 1996
B-1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS
PAGE PAGE
--------- ----------
<S> <C> <C>
Purchase of Contracts......................................................................... B-3
Sales Charges................................................................................. B-3
How the Charges Under these Contracts are Made................................................ B-4
Redemptions................................................................................... B-4
Contracts That Are Subject to Sales Charges................................................... B-4
Administrator................................................................................. B-4
Underwriting Arrangements..................................................................... B-5
How Annuity Payments are Determined........................................................... B-5
How the Value of the Deferred Contract is Determined.......................................... B-6
How the Accumulation Unit Value is Determined................................................. B-6
Distribution on Death of Contract Holder...................................................... B-6
Valuing the Underlying Fund Shares............................................................ B-7
Independent Public Accountants................................................................ B-7
Investment Performance Calculations........................................................... B-7
Money Market Sub-Account Yield................................................................ B-7
Sub-Account Total Return Calculations: Standardized........................................... B-8
FINANCIAL STATEMENTS
Supplemental Financial Statements of MML.................................................... F-1
Report of Independent Public Accountants for MML............................................ F-20
The Separate Account........................................................................ F-20
Financial Statements of the Panorama Separate Account....................................... F-22
Appendix -- General Formulae..................................................................
</TABLE>
B-2
<PAGE>
PURCHASE OF CONTRACTS
The contracts offered under the Prospectus are individual variable annuity
contracts for use in conjunction with both tax-qualified and non tax-qualified
plans. They are offered as periodic payment deferred, single payment deferred
and immediate contracts. The maximum issue age for immediate and deferred
contracts is Attained Age 75. The minimum first contract year purchase payment
on a deferred contract is $500 and for an immediate contract the minimum
purchase payment is $10,000.
However, this minimum initial payment may be waived in the case of Panorama
group-billed arrangements existing prior to January 1, 1986. In those cases, the
minimum initial payment for new participants will be $10 per participant. For
Panorama group-billed arrangements established on or after January 1, 1986, the
minimum purchase payment will be $40 per month per participant.
SALES CHARGES
No deductions are made from purchase payments under deferred contracts
beyond the deduction of any applicable premium taxes. A deduction for sales
charges under deferred contracts is taken from the proceeds of redemptions or
amounts applied to provide variable life annuity payments to the extent, and for
the period of time, described below.
During the first ten (10) 12-month periods ("contract years") that a
deferred contract is in existence, a sales charge will be applied to any
redemption amount in excess of 10% of the closing contract value as of December
31st of the prior year. The deduction for sales charges expressed as a
percentage of the amount redeemed in excess of the 10% allowable amount (which
will be zero for the remainder of the Calendar Year during which the first
purchase payment is received) and after any transaction or maintenance charges,
is as follows:
<TABLE>
<CAPTION>
CONTRACT YEARS DEDUCTION
- ------------------------------------------------------------------------- ---------------
<S> <C>
1-5...................................................................... 5%
6-10..................................................................... 4%
11 and over.............................................................. 0%
</TABLE>
In addition, there are two (2) circumstances where the commencement of
variable annuity payments gives rise to a sales charge. First, amounts paid
under the non-life variable annuity option (Option E on page 16 of the
prospectus) are treated as partial redemptions for purposes of deducting sales
charges, as set forth above. Second, if payments under a variable life annuity
option commence during the first three years after the contract is issued, a
reduced sales charge applies. This deduction, expressed as a percentage of the
amount applied to provide a variable payout after the deduction charge, is as
follows:
<TABLE>
<CAPTION>
CONTRACT YEARS DEDUCTION
- ------------------------------------------------------------------------- ---------------
<S> <C>
1........................................................................ 3%
2........................................................................ 2%
3........................................................................ 1%
4 and over............................................................... 0%
</TABLE>
There is no sales charge on redemptions made after the contract maturity
date. Pursuant to an exemption from certain provisions of the Investment Company
Act of 1940, as amended, filed with the Securities and Exchange Commission, the
total deferred sales charges on a deferred contract may not exceed 9% of the
total purchase payments unless and until the Commission removes this
restriction.
A deduction for sales charges under single payment immediate annuity
contracts is taken from the purchase payment. A policy fee of $70 is also
deducted from the purchase payment as are any applicable premium taxes. The
deduction for sales charges as a percentage of the amount remaining after
deduction of the policy fee and any premium taxes is 3% of the first $10,000, 2%
of the next $90,000 and 1% of amounts over $100,000. On the minimum $10,000
purchase payment, the maximum deduction of 3% plus $70 is 3.83% of the net
amount invested.
B-3
<PAGE>
HOW THE CHARGES UNDER THESE CONTRACTS ARE MADE
Charges under the contracts are assessed in various ways. The sales charges
under deferred contracts are taken as deductions from redemptions or from
proceeds applied to provide a variable life annuity payout. Massachusetts Mutual
Life Insurance Company ("MML") may pay premium taxes under the Annuity
Contracts, or depending on applicable state law, it may deduct premium taxes
paid from premium payments, upon full surrender, or on the Annuity Income Date.
Premium tax charges vary from jurisdiction to jurisdiction. The charge made for
the mortality and expense risk assumed by MML is taken as a daily charge to each
sub-account. The annual maintenance charge is deducted equally from the
sub-accounts by redeeming units on the anniversary date of the contract. To the
extent a sub-account does not have sufficient value to cover an equal share, any
shortfall will be deducted equally from the other sub-accounts. In the event of
a full surrender during a year, this charge will be deducted from the proceeds
of the surrender. The transaction charges are taken as deductions from the
proceeds of the transfer or partial redemption, as applicable.
REDEMPTIONS
Prior to the commencement of life annuity payments, a deferred contract may
be surrendered or redeemed in part by a written request from the owner to MML.
The owner will be entitled to the surrender or redemption value as of the next
valuation of accumulation units following receipt of the request at the Annuity
Service Center. Payment will be made promptly.
CONTRACTS THAT ARE SUBJECT TO SALES CHARGES
All deferred contracts are subject to the maintenance and transactions
charges prior to the contract maturity date unless the proceeds have been
applied under a life annuity option. The transaction charge is currently being
waived for up to four Sub-Account withdrawals made in conjunction with transfers
and one Sub-Account withdrawal made in conjunction with a partial redemption in
any one calendar year. If the proceeds have been applied under the non-life
variable annuity option, the transaction charge will continue to apply after the
contract maturity date except with regard to annuity payments.
Proceeds of individual variable or accumulation annuity contracts with MML
which were previously held by, or for the benefit of, the contract owner or
annuitant, will not be subject to sales charges.
Also, the net proceeds of a surrender of a contract may be reinvested
without being subject to further sales charges if the following conditions are
met. First, the purchase payment covering the reinvestment must be received by
MML Distributors ("MML Distributors") within 30 days of the date of the
surrender. Second, the owner must not have previously made a reinvestment
pursuant to this privilege. This reinvestment privilege is contingent on MML's
issuance of a new contract, which will not be done if the owner is not eligible
for a contract at the time the reinvestment is tendered. The reinvestment may be
subject to premium taxes. The maintenance fee will be added back to the amount
reinvested unless the period between surrender and reinvestment includes the
first contract's anniversary date.
ADMINISTRATOR
MML Distributors performs sales and administrative functions relative to the
Account including the keeping of all records not maintained by MML. It has been
registered as a broker/dealer under the Securities Exchange Act of 1934. MML
Distributors is an indirect wholly owned subsidiary of MML, is located at
Monarch Place, 1414 Main Street, Springfield, MA 01144. MML Distributors has
contracted with Continuum Company, Inc. to administer the Contracts on its
behalf at the Annuity Service Center.
The administrative fees paid to MML Distributors or its predecessor for the
past three years were as follows: $722,576 in 1993, $880,718 in 1994 and
$1,010,424 in 1995.
B-4
<PAGE>
UNDERWRITING ARRANGEMENTS
As of March 1, 1996, MML Distributors and MMLISI serve as co-underwriters
for Panorama Separate Account Contracts. These contracts are offered
continuously. G.R. Phelps & Co., Inc. ("Phelps"), a subsidiary of CML, served as
Underwriter for the contracts during 1993, 1994 and part of 1995. For 1993, 1994
and 1995 the amounts paid to Phelps for underwriting expenses were $416,565,
$449,480 and $580,188, respectively. MML Distributors replaced Phelps as
underwriter for the contracts as of August 1, 1995 and was paid $8,054 for
underwriting expenses in 1995.
HOW ANNUITY PAYMENTS ARE DETERMINED
The dollar amount of annuity payments and the number of annuity units under
deferred contracts in force more than three years are determined in three steps.
FIRST, a purchase rate per $1,000 of accumulated value is determined
according to the Progressive Annuity Table (as adjusted for year of birth) using
the age on the first payment date, and an assumed interest rate of 3 1/2% per
year.
SECOND, the product of the accumulated value (divided by 1,000) and the
purchase rate is divided by the value of an annuity unit on the first payment
date to determine the number of annuity units in each Sub-Account. This number
remains fixed for the life of the contract except in the case of certain joint
annuities or if there is a transfer from one Sub-Account to another.
THIRD, the dollar amount of each annuity payment is determined by
multiplying the number of annuity units by the annuity unit value or values as
of the date on which the payment is made. This amount may increase or decrease
from payment to payment.
For the annuity payments and reserve values to increase, the earnings of the
participation must be at a rate higher than the total charges made against the
Sub-Account plus the assumed interest rate used in constructing the annuity
table.
For Contracts issued prior to July 1, 1988 adjustments to the Progressive
Annuity Table are made by an adjustment of one year in the annuitant's age for
each twenty (20) calendar years in birth date as shown in the following table:
<TABLE>
<CAPTION>
YEAR OF BIRTH ADJUSTED AGE
- --------------------------------------------------------------- -------------------
<S> <C>
Before 1900.................................................... Actual Age + 1
1900 - 1919.................................................... Actual Age
1920 - 1939.................................................... Actual Age - 1
1940 - 1959.................................................... Actual Age - 2
1960 - 1979.................................................... Actual Age - 3
</TABLE>
Adjustments for years of birth after 1979 are made in a consistent manner.
The same procedure is followed for immediate contracts based on the net
purchase payment and the value of an annuity unit on the issue date. If more
than one Sub-Account is to be used to fund an annuity, the procedure would be
repeated for each Sub-Account and annuity payments would be the total of those
generated in each Sub-Account.
For deferred contracts annuitizing under a life annuity option during the
first three years after issuance, the accumulated value will be subject to a
charge. (See "How much are the deductions for sales charges under deferred
contracts?" in the Prospectus)
Upon receipt of an election to exchange all or a portion of the annuity
units of one Sub-Account for those of another, MML will determine the dollar
value of the next annuity payment from the first Sub-Account on its due date,
multiply that value by the percentage of the annuity units to be transferred and
then credit the applicant with the number of annuity units in the Sub-Account to
which the transfer is being made, which would give an equal dollar value. The
number of annuity
B-5
<PAGE>
units equal to that dollar value would then be canceled in the original
Sub-Account. Subsequent payments would reflect the changes in annuity unit
values based on the changed number of annuity units in each Sub-Account.
HOW THE VALUE OF THE DEFERRED CONTRACT IS DETERMINED
The accumulated value of the deferred contract at any time prior to the
commencement of annuity payments can be determined by multiplying the total
number of accumulation units credited to the contract in each Sub-Account by the
then current accumulation unit values in each. Each owner will be advised at
least semi-annually of the number of accumulation units credited to each
contract owned, the current accumulation unit values and the total value of each
contract. Accumulation units are valued for each day that shares of the Fund are
valued and any contract owner may at any time obtain the most recent values from
the Annuity Service Center. Any applicable charges for surrendering the contract
must be deducted from this accumulated value to determine the amount that would
be received upon a surrender.
HOW THE ACCUMULATION UNIT VALUE IS DETERMINED
The value of an accumulation unit in each Sub-Account was set at $1.00 on
the valuation date on which funds were first placed in the Sub-Account. The
value of an accumulation unit on any subsequent valuation date is determined by
multiplying the value of an accumulation unit on the immediately preceding
valuation date by the net investment factor for the valuation period just ended.
Before describing how this net investment factor is determined, we would
like to refer you to Appendix A of this Statement of Additional Information,
where an example is given of how the factor works. The factor's purpose is
essentially to provide a means of determining the daily fluctuations of the
accumulation unit values due to the investment performance of the Fund and any
charges made against the Sub-Account. The actual determination of the net
investment factor is as follows.
At each valuation date, a net investment factor for each Sub-Account is
determined from the investment performance of the underlying Portfolio of the
Fund for the valuation period just ended. The net investment factor is
calculated by dividing (a) by (b) and then subtracting (c), where
(a) is the net asset value per share of the Portfolio at the end of the
valuation period, plus the amount per share of any dividend or capital gain
distribution made by the Fund for the Portfolio if the ex-dividend date
occurs during the valuation period, minus the amount per Portfolio share of
any realized or unrealized capital losses, minus the reserve per Portfolio
share for taxes on realized and unrealized capital gains;
(b) is the net asset value per Portfolio share at the beginning of the
valuation period, minus the reserve per Portfolio share for taxes at the
beginning of the valuation period;
(c) is .000020 multiplied by the number of days in the valuation period.
Since the net investment factor may be less than one if the combined capital
losses and deductions for any applicable taxes and daily charges exceed the
investment income and capital gains, the value of an accumulation unit on any
valuation date may be less than the value on the previous valuation date.
DISTRIBUTION ON DEATH OF CONTRACT HOLDER
The Deficit Reduction Act of 1984 ("DRA") requires that affected annuity
contracts issued after January 18, 1985 contain specific provisions for
distribution of the policy proceeds upon the death of the contract holder. In
order to be treated as an annuity contract for federal income tax purposes, the
Code requires that contracts provide that if the contract owner dies on or after
the retirement date and before the entire interest in the contract has been
distributed, the remaining portion must be distributed at least as rapidly as
under the method in effect on the contract owner's death. If the contract owner
dies before the retirement date, the entire interest in the contract must
generally be distributed within five (5) years after the contract owner's date
of death or be used to purchase an immediate annuity under which payments will
begin within one year of the contract owner's death and will be made for the
life of the beneficiary or for a period not extending beyond the life expectancy
B-6
<PAGE>
of the beneficiary. If the beneficiary is the contract owner's surviving spouse,
the contract may be continued with the surviving spouse as the new contract
owner. Contracts issued after January 18, 1985, contain endorsements intended to
comply with these requirements of the Code. No regulations interpreting these
requirements of the Code have yet been issued and thus no assurance can be given
that the provisions contained in contracts issued after January 18, 1985,
satisfy all such Code requirements. The provisions contained in contracts issued
after January 18, 1985 will be reviewed and modified if necessary to assure that
they comply with the Code requirements when clarified by regulation or
otherwise.
As a result of the technical corrections to the DRA effective for Contracts
issued on or after January 19, 1985 (the effective date of the original
distribution provision under the DRA), the death of contract owner distribution
rules will not apply to annuity contracts under qualified plans, qualified
annuities, Keoghs, Tax Sheltered Annuities ("TSAs") and Individual Retirement
Annuities ("IRAs"). (However, these plans are subject to similar required
distribution rules.)
For Contracts issued on or after April 23, 1987, the following changes
apply. Where the contract owner is not an individual, the primary annuitant is
considered the holder for purposes of the rules discussed in this section. The
primary annuitant is defined as the individual, the events in whose life which
are of primary importance in affecting the timing and amount of the payout under
the Contract. In addition, when an individual is not the contract holder, a
change in the primary annuitant is treated as the death of the holder. Finally,
in the case of joint contract holders, the distribution rules will be applied at
the death of the first of the holders.
VALUING THE UNDERLYING FUNDS SHARES
The shares of the Funds are valued at net asset value as of the end of each
Valuation Period. Each Fund's custodian provides these values daily. A complete
description of the valuation method used in valuing Fund shares may be found in
the prospectus of the respective Fund.
INDEPENDENT ACCOUNTANTS
The audited supplemental financial statements of Massachusetts Mutual Life
Insurance Company ("MML") as of December 31, 1995 and 1994 and for each of the
three years in the period ended December 31, 1995 have been included herein in
reliance on the reports of Coopers & Lybrand L.L.P., Springfield, Massachusetts
01101, independent accountants, given on the authority of that firm as experts
in accounting and auditing. Coopers & Lybrand's report on the supplemental
financial statements of MML includes explanatory paragraphs relating to the
retroactive effect of the merger of MML and Connecticut Mutual Life Insurance
Company, and the pending sale of a wholly-owned insurance subsidiary.
The financial statements of Panorama Separate Account as of December 31,
1995 and the results of its operations and its cash flows for the year ended
December 31, 1995 and its statements of changes in net assets for the two years
ended December 31, 1995, have been included herein in reliance on the reports of
Arthur Andersen LLP, independent auditors, appearing elsewhere herein, and upon
the authority of such auditors as experts in accounting and auditing.
INVESTMENT PERFORMANCE CALCULATIONS
MONEY MARKET SUB-ACCOUNT YIELD
In accordance with regulations prescribed by the Securities and Exchange
Commission (the "SEC"), the Panorama Separate Account is required to compute the
Money Market Sub-Account's current annualized yield for a seven-day period in a
manner which does not take into consideration any realized or unrealized gains
or losses on the Money Market portfolio's securities. This current annualized
yield is computed by determining the net change (exclusive of realized gains and
losses on the sale of securities and unrealized appreciation and depreciation)
in the value of a hypothetical account having a balance of one accumulation unit
of the Money Market Sub-Account at the beginning
B-7
<PAGE>
of such seven-day period, dividing such net change in account value by the value
of the account at the beginning of the period to determine the base period
return and annualizing this quotient on a 365-day basis.
The SEC also permits the Panorama Account to disclose the effective yield of
the Money Market Sub-Account for the same seven-day period, determined on a
compounded basis. The effective yield is calculated by compounding the
unannualized base period return by adding one to the base period return, raising
the sum to a power equal to 365 divided by 7, and subtracting one from the
result.
For the seven day period ending December 31, 1995, the Money Market
Sub-Account's annualized yield was 4.56%. For the same period, the effective
yield was 4.66%. (These figures are for deferred contracts, both qualified and
non-qualified). See the table below for other historical performance data for
the Money Market Sub-Account.
The yield on amounts held in the Money Market Sub-Account normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Money Market Sub-Account's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
Money Market Portfolio, the types and quality of portfolio securities held by
the Money Market Portfolio, and its operating expenses.
Historical yield figures are contained in the tables appearing below.
SUB-ACCOUNT TOTAL RETURN CALCULATIONS: STANDARDIZED
The Panorama Account may from time to time also disclose average annual
total returns for one or more of the Sub-Accounts for various periods of time.
Average annual total return quotations are computed by finding the average
annual compounded rates of return over one and five year periods and for the
life of the Sub-Account that would equate the initial amount invested to the
ending redeemable value, according to the following formula:
P(1 + T)n = ERV
Where: P = hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning on the one, five, or ten-year period, at the
end of the one, five, or ten-year period (or fractional
portion thereof).
The sales load (surrender charge) on qualified and non-qualified contracts
and all recurring fees that are charged to all shareholder accounts (the annual
maintenance charge) are recognized in the ending redeemable value for standard
total return figures. The annual maintenance charge is pro-rated among the
Sub-Accounts of the Separate Account based on the percentages of Contracts
in-force investing in each of the Sub-Accounts. The percentages used are those
determined as of the most recent calendar year. These percentages are used for
all instances of an annual maintenance charge deduction in the calculations.
These figures will not reflect any premium taxes.
Standard total return figures for past periods are contained in the tables
appearing below.
B-8
<PAGE>
<TABLE>
<S> <C>
PERFORMANCE -- TOTAL RETURN(1)
</TABLE>
<TABLE>
<CAPTION>
NON-STANDARD(3) AVERAGE
STANDARD(2) AVERAGE ANNUAL ANNUAL
TOTAL RETURN AS OF 12/31/95 TOTAL RETURN AS OF 12/31/95
DECEMBER
31, 1995 SINCE
SUB-ACCOUNTS UNIT VALUE ONE YEAR FIVE YEAR TEN YEAR INCEPTION(4) ONE YEAR FIVE YEAR
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET(5)
Tax-Qualified Plan
Contracts 2.287780 -0.05% 2.58% 4.86% 5.94% 4.69% 3.34%
Non Tax-Qualified Plan
Contracts 2.287780 -0.05% 2.58% 4.86% 5.94% 4.69% 3.34%
SEVEN DAY YIELD:
(12/24/95 -- 12/31/95)
Annualized 4.56%
Effective 4.66%
INCOME
Tax-Qualified Plan
Contracts 4.078803 12.20% 8.36% 8.36% 10.43% 17.58% 9.17%
Non Tax-Qualified Plan
Contracts 3.825614 12.20% 8.36% 8.36% 9.93% 17.58% 9.17%
TOTAL RETURN
Tax-Qualified Plan
Contracts 5.171950 17.86% 13.31% 11.61% 13.02% 23.53% 14.17%
Non Tax-Qualified Plan
Contracts 4.932613 17.86% 13.31% 11.61% 12.61% 23.53% 14.17%
GROWTH
Tax-Qualified Plan
Contracts 8.706503 30.15% 18.86% 14.18% 16.61% 36.48% 19.76%
Non Tax-Qualified Plan
Contracts 7.812045 30.15% 18.86% 14.18% 15.71% 36.48% 19.76%
<CAPTION>
SINCE
SUB-ACCOUNTS TEN YEAR INCEPTION(4)
<S> <C> <C>
MONEY MARKET(5)
Tax-Qualified Plan
Contracts 4.86% 5.94%
Non Tax-Qualified Plan
Contracts 4.86% 5.94%
SEVEN DAY YIELD:
(12/24/95 -- 12/31/95)
Annualized 4.56%
Effective 4.66%
INCOME
Tax-Qualified Plan
Contracts 8.36% 10.43%
Non Tax-Qualified Plan
Contracts 8.36% 9.93%
TOTAL RETURN
Tax-Qualified Plan
Contracts 11.61% 13.02%
Non Tax-Qualified Plan
Contracts 11.61% 12.61%
GROWTH
Tax-Qualified Plan
Contracts 14.18% 16.61%
Non Tax-Qualified Plan
Contracts 14.18% 15.71%
</TABLE>
PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NOT AN INDICATION OF
FUTURE RETURNS.
THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO
THAT AN INVESTOR'S SHARES,
WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THE ORIGINAL INVESTMENT.
1. All returns take into consideration all ongoing investment, mortality and
expense charges pertaining to Panorama Separate Account contracts as well
as the annual maintenance charge paid from each contract. Total return
figures include reinvestment of all dividends and capital gains.
2. The "standard" returns assume the contract is surrendered at the end of the
calculation period and incurs a 5%, 4% or 0% surrender charge, depending on
the length of time invested. For the 10 year calculation, the surrender
charge is 0%.
3. The "non-standard" returns assume the contract is still in force and
therefore do not take into consideration the surrender charge.
4. Inception was January 21, 1982 except for the Total Return Sub-Account,
which began on September 30, 1982.
5. Amounts allocated to the Money Market Sub-Account are invested in the Money
Market Portfolio of Series Fund I. AN INVESTMENT IN THE MONEY MARKET PORTFOLIO
IS NEITHER
INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE
THAT THE MONEY MARKET PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.
B-9
<PAGE>
OTHER PERFORMANCE DATA: NON-STANDARDIZED
The Panorama Separate Account may from time to time also disclose average
annual total returns in non-standard formats in conjunction with the standard
format described above. The non-standard format calculation will be identical to
the standard format except that it will not take any sales or surrender charges
or Annual Maintenance Charge into account.
Historical non-standard performance data are contained in the tables
appearing below.
The Fund may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula, assuming no sales charge.
CTR = (ERV / P) - 1
Where: CTR = the cumulative total return net of a Sub-Account recurring
charges for the period
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the one, five, or ten-year (or other)
period, at the end of the one, five, or ten-year (or other
period (or fractional portion thereof)
P = a hypothetical initial payment of $1,000.
All non-standard performance data will only be advertised if the standard
total return performance data is also included in the advertisement.
The following is a list of those publications which may be cited in
advertising materials which contain articles describing investment results or
other data relative to one or more of the Sub-Accounts.
Broker World
Across the Board
American Banker
Best's Review
Business Month
Changing Times
Economist
Forbes Inc.
Insurance Forum
Insurance Week
Journal of the American Society of CLU & ChFC
Life Insurance Selling
MarketFacts
National Underwriter
New Choices (formerly 50 Plus)
Pension World
Rough Notes
U.S. Banker
Working Woman
Financial Services Week
Kiplinger's Personal Finance
Registered Representative
U.S. News & World Report
CDA
Financial Times
Insurance Product News
LIMRA's Marketfacts
Investment Dealers Digest
Investor's Business Daily
Independent Agent
California Broker
Hartford Courant
Entrepreneur
USA Today
Adweek
Newsweek
Success
The Washington Post
Associated Press
Reuter's
Business Wire
Dow Jones News Service
Variable Annuity Reporting and Data Service
Financial World
Advertising Age
Barron's
Business Insurance
Business Week
Consumer Reports
Financial Planning
Fortune
Institutional Investor
B-10
<PAGE>
Insurance Sales
Journal of Accountancy
Journal of Commerce
Life Association News
Manager's Magazine
Money
Nation's Business
New York Times
Pensions & Investments
Round the Table
Wall Street Journal
Morningstar, Inc.
Wiesenberger Investment Companies Service
Medical Economics
Investment Advisor
Time
Tillinghast
American Agent and Broker
Insurance Times
Professional Insurance Agents
Insurance Review
Insurance Advocate
Professional Agent
Life Times
New England Business
Entrepreneurial Woman
Business Marketing Independent Business
Consumer's Digest
Crain's
The Standard
Knight-Ridder
United Press International
Bloomberg
Business News Features
VARDS
Value Line
From time to time the sales of variable annuity contracts under the Panorama
Separate Account may be published on a gross or net basis and for various
periods of time, and such sales compared with sales of similar annuity products
reported for other separate accounts unaffiliated with MML and with industry
averages reported by Lipper Financial Services, Inc. and other reporting
services. The effect of compounding may also be discussed.
COMMENT ON MML'S FINANCIAL STATEMENTS
The supplemental financial statements of MML relate solely to the condition
and operations of MML. The values of the interests of Contract Owners covered by
the annuity contracts described herein are affected solely by the investment
results of the Account. Financial statements of MML should be considered only as
bearing upon the ability of MML to meet its obligations under the annuity
contracts.
B-11
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
------------------------
AUDIT OF SUPPLEMENTAL FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Policyholders of
Massachusetts Mutual Life Insurance Company
We have audited the supplemental statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1995 and 1994,
and the related supplemental statements of income, changes in policyholders'
contingency reserves and cash flows for each of the years in the three-year
period ended December 31, 1995 included on Pages F-2 through F-19. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The supplemental financial statements give retroactive effect to the merger
of Massachusetts Mutual Life Insurance Company and Connecticut Mutual Life
Insurance Company on March 1, 1996, which has been accounted for as a pooling of
interests as described in the notes to the supplemental financial statements.
Generally accepted accounting principles preclude giving effect to a consummated
business combination accounted for by the pooling of interests methods in
financial statements that do not include the date of consummation. These
financial statements do not extend through the date of consummation; however,
they will become the historical consolidated financial statements of
Massachusetts Mutual Life Insurance Company after financial statements covering
the date of consummation of the business combination are issued. We did not
audit the financial statements of Connecticut Mutual Life Insurance Company
which statements reflect total assets of 25% as of December 31, 1995 and 1994,
revenue of 26%, 26%, and 24% and net gain from operations of 22%, 6% and 17% for
each of the three years in the period ended December 31, 1995, respectively.
Those statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Connecticut Mutual Life Insurance Company, is based solely on the report of
other auditors.
In our opinion, based on our audits and the reports of other auditors, the
supplemental financial statements referred to above present fairly, in all
material respects, the financial position of Massachusetts Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1995 in conformity with generally accepted accounting principles applicable
after financial statements are issued for a period which includes the date of
consummation of the business combination.
As discussed in Note 10 to the financial statements, Massachusetts Mutual
Life Insurance Company entered into a definitive agreement for the sale of a
wholly-owned insurance subsidiary.
/s/ Coopers & Lybrand L.L.P.
Springfield, Massachusetts
March 1, 1996
F-1
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1994
----------- -----------
(IN MILLIONS)
<S> <C> <C>
ASSETS:
Bonds.................................................................................. $ 23,625.1 $ 23,298.2
Stocks................................................................................. 416.1 246.1
Mortgage loans......................................................................... 3,872.4 4,066.2
Real Estate:
Investments.......................................................................... 1,502.8 1,673.7
Other................................................................................ 107.1 108.8
Other investments...................................................................... 1,489.9 1,218.4
Policy loans........................................................................... 4,518.4 4,259.8
Cash and short-term investments........................................................ 2,342.8 2,255.5
Investment and insurance amounts receivable............................................ 1,059.3 1,069.7
Separate account assets................................................................ 11,309.5 8,530.5
Other assets........................................................................... 174.6 153.3
----------- -----------
$ 50,418.0 $ 46,880.2
----------- -----------
----------- -----------
</TABLE>
See notes to supplemental financial statements.
F-2
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1994
----------- -----------
(IN MILLIONS)
<S> <C> <C>
LIABILITIES:
Policyholders' reserves and funds...................................................... $ 32,893.1 $ 32,295.1
Policyholders' dividends............................................................... 832.6 837.5
Policy claims and other benefits....................................................... 395.5 415.9
Federal income taxes................................................................... 338.5 229.9
Asset valuation reserve................................................................ 566.8 470.5
Investment reserves.................................................................... 109.9 130.8
Separate account reserves and liabilities.............................................. 11,309.6 8,529.5
Amounts due on investments purchased and other liabilities............................. 1,371.1 1,401.9
----------- -----------
47,817.1 44,311.1
Policyholders' contingency reserves.................................................... 2,600.9 2,569.1
----------- -----------
$ 50,418.0 $ 46,880.2
----------- -----------
----------- -----------
</TABLE>
See notes to supplemental financial statements.
F-3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Income:
Premium income............................................................... $ 5,727.7 $ 6,177.2 $ 6,408.3
Net investment and other income.............................................. 2,898.4 2,803.1 2,885.7
---------- ---------- ----------
8,626.1 8,980.3 9,294.0
---------- ---------- ----------
Benefits and expenses:
Policy benefits and payments................................................. 5,152.2 5,449.6 5,652.9
Addition to policyholders' reserves and funds................................ 1,205.4 1,263.2 1,291.1
Commissions and operating expenses........................................... 833.7 959.3 953.5
State taxes, licenses and fees............................................... 89.4 105.6 114.9
Merger restructuring costs................................................... 44.0 0.0 0.0
---------- ---------- ----------
7,324.7 7,777.7 8,012.4
---------- ---------- ----------
Net gain before federal income taxes and dividends........................... 1,301.4 1,202.6 1,281.6
Federal income taxes......................................................... 206.2 139.7 211.8
---------- ---------- ----------
Net gain from operations before dividends.................................... 1,095.2 1,062.9 1,069.8
Dividends to policyholders................................................... 819.0 824.7 817.5
---------- ---------- ----------
Net gain from operations..................................................... 276.2 238.2 252.3
Net realized capital loss.................................................... (85.8) (164.3) (96.0)
---------- ---------- ----------
Net income................................................................... $ 190.4 $ 73.9 $ 156.3
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See notes to supplemental financial statements.
F-4
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CHANGES IN
POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year....................... $ 2,569.1 $ 2,470.2 $ 2,131.2
---------- ---------- ----------
Increases (decreases) due to:
Net income................................................................. 190.4 73.9 156.3
Net unrealized capital gain................................................ 88.7 29.5 67.9
Merger restructuring costs, net of tax..................................... (45.4) 0.0 0.0
Surplus notes.............................................................. 0.0 100.0 250.0
Change in asset valuation and investment reserves.......................... (75.6) (38.2) (133.3)
Change in accounting for mortgage-backed securities........................ 0.0 44.5 0.0
Change in valuation bases of policyholders' reserves....................... (108.2) (51.1) 0.0
Change in non-admitted assets and other.................................... (18.1) (59.7) (1.9)
---------- ---------- ----------
Policyholders' contingency reserves, end of year............................. $ 2,600.9 $ 2,569.1 $ 2,470.2
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See notes to supplemental financial statements.
F-5
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Operating activities:
Net income................................................................. $ 190.4 $ 73.9 $ 156.3
Addition to policyholders' reserves and funds, net of transfers to separate
accounts.................................................................. 575.8 546.9 389.6
Net realized capital loss.................................................. 85.8 164.3 96.0
Other changes.............................................................. (25.2) 124.2 131.1
---------- ---------- ----------
Net cash provided by operating activities.................................. 826.8 909.3 773.0
---------- ---------- ----------
Investing activities:
Loans and purchases of investments......................................... 10,364.2 8,351.6 8,715.1
Sales or maturities of investments and receipts from repayment of loans.... 9,671.1 7,468.7 7,607.3
---------- ---------- ----------
Net cash used in investing activities...................................... 693.1 882.9 1,107.8
---------- ---------- ----------
Financing activities:
Issuance of surplus notes.................................................. 0.0 100.0 250.0
Repayment of notes payable and other borrowings............................ (46.4) (125.0) (100.0)
Proceeds from issuance of notes payable and other borrowings............... 0.0 0.0 120.3
---------- ---------- ----------
Net cash provided by (used in) financing activities........................ (46.4) (25.0) 270.3
---------- ---------- ----------
Increase (decrease) in cash and short-term investments....................... 87.3 1.4 (64.5)
Cash and short-term investments, beginning of year........................... 2,255.5 2,254.1 2,318.6
---------- ---------- ----------
Cash and short-term investments, end of year................................. $ 2,342.8 $ 2,255.5 $ 2,254.1
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See notes to supplemental financial statements.
F-6
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS
Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability products
distributed through career agents. The Company also provides a wide range of
group life, health and pension products and services, as well investment
services to individuals, corporations and institutions in all 50 states and the
District of Columbia.
On March 1, 1996, the operations of the former Connecticut Mutual Life
Insurance Company ("Connecticut Mutual") were merged into the Company. For the
purposes of this presentation, these supplemental financial statements give
retroactive effect as if the merger had occurred on January 1, 1993 in
conformity with the practices of the National Association of Insurance
Commissioners and the accounting practices prescribed or permitted by the
Division of Insurance of the Commonwealth of Massachusetts and the Department of
Insurance of the State of Connecticut. This merger was accounted for under the
pooling of interests method of accounting. The financial information is not
necessarily indicative of the results that would have been recorded had the
merger actually occurred on January 1, 1993, nor is it indicative of future
results. After the merger, future sales of new products will be predominantly
those developed by Massachusetts Mutual. Additionally, as part of the merger
plan, employee positions have been or will be eliminated over a three-year
period, predominantly through voluntary terminations. In 1995, charges for
employee separation and transaction expenses directly attributable to the merger
were $44 million for Massachusetts Mutual (the Company prior to the merger) and
$45 million, net of tax, for Connecticut Mutual. The expenses incurred by
Massachusetts Mutual were recorded in the statement of income and the expenses
incurred by Connecticut Mutual were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. The Company estimates an additional $58 million of merger-related
expenses will be incurred after the merger date.
It is believed the Company will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs. In
particular, the Company expects expense savings in 1996 and 1997 will more than
offset the merger costs, and the level of annual savings will continue to grow
in 1998 and beyond at the rate of inflation. The extent to which cost savings
will be achieved will be influenced by many factors, including economic
conditions, inflation and unanticipated changes in business activities.
Accordingly, there can be no assurance the benefits anticipated to arise out of
the merger will, in fact, be achieved.
These financial statements do not extend through to the date of the merger;
however, they will become the historical financial statements of the Company
after financial statements covering the date of the merger have been issued, but
do not include the adjustments that have been permitted by insurance regulatory
authorities to be made as of the date of the merger. Policyholder reserves
attributable to the disability income line of business will be strengthened by
approximately $67 million, real estate valuation reserves will increase by $50
million and the prepaid pension asset will increase by $39 million.
1. SUMMARY OF ACCOUNTING PRACTICES
The accompanying supplemental financial statements, except as to form, have
been prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted by
the Division of Insurance of the Commonwealth of Massachusetts and the
Department of Insurance of the State of Connecticut, which are currently
considered generally accepted accounting principles for mutual life insurance
companies and their life insurance subsidiaries.
The Financial Accounting Standards Board, which has no role in establishing
regulatory accounting practices, issued Interpretation 40, Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises, and Statement of Financial Accounting Standards
F-7
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF ACCOUNTING PRACTICES (CONTINUED)
No. 120, Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long-Duration Participating Contracts. The
American Institute of Certified Public Accountants, which also has no role in
establishing regulatory accounting practices, issued Statement of Position 95-1,
Accounting for Certain Insurance Activities of Mutual Life Insurance
Enterprises. These pronouncements will require mutual life insurance companies
to modify their financial statements in order to continue to be in accordance
with generally accepted accounting principles, effective for financial
statements issued for 1996 and prior periods presented. The manner in which
policy reserves, new business acquisition costs, asset valuations and related
tax effects are recorded will change. Management has not determined the impact
of such changes on the Company's Statement of Income, but believes
implementation of these pronouncements will cause policyholders contingency
reserves to increase.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, as well as disclosures of contingent assets and liabilities, at the
date of the financial statements. Management must also make estimates and
assumptions that affect the amounts of revenues and expenses during the
reporting period. Future events, including changes in the levels of mortality,
morbidity, interest rates and asset valuations, could cause actual results to
differ from the estimates used in the financial statements.
The following is a description of the Company's current principal accounting
policies and practices.
a. INVESTMENTS
Bonds and stocks are valued in accordance with rules established by the
National Association of Insurance Commissioners. Generally, bonds are valued at
amortized cost, preferred stocks in good standing at cost, and common stocks,
except for unconsolidated subsidiaries, at fair value based upon quoted market
value.
As promulgated by the National Association of Insurance Commissioners,
Massachusetts Mutual adopted the retrospective method of accounting for
amortization of premium and discount on mortgage backed securities as of
December 31, 1994. Prepayment assumptions for mortgage backed securities were
obtained from a prepayment model, which factors in mortgage type, seasoning,
coupon, current interest rate and the economic environment. The effect of this
change, $44.5 million, was recorded as of December 31, 1994 as an increase to
policyholders' contingency reserves on the Statement of Financial Position and
had no material effect on 1995 net income. Through December 31, 1994, MassMutual
amortized premium and discount on bonds into investment income over the stated
lives of the securities. Connecticut Mutual used the retrospective method of
amortization.
Mortgage loans are valued at principal less unamortized discount. Real
estate is valued at cost less accumulated depreciation, impairments and mortgage
encumbrances. Encumbrances totaled $2.9 million in 1995 and $16.1 million in
1994. Depreciation on investment real estate is calculated using the
straight-line and constant yield methods.
Policy loans are carried at the outstanding loan balance less amounts
unsecured by the cash surrender value of the policy. Short-term investments are
stated at amortized cost, which approximates fair value.
Investments in unconsolidated subsidiaries, joint ventures and other forms
of partnerships are included in other investments on the Statement of Financial
Position and are accounted for using the equity method.
On July 15, 1994, DHC Inc., a wholly-owned subsidiary of Connecticut Mutual,
sold its 100 percent ownership in GroupAmerica Insurance Company to Veritus,
Inc. for $52.1 million in cash.
F-8
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF ACCOUNTING PRACTICES (CONTINUED)
In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves, as prescribed or permitted by the
regulatory authorities, stabilize the policyholders' contingency reserves
against fluctuations in the value of stocks, as well as declines in the value of
bonds, mortgage loans and real estate investments.
The Interest Maintenance Reserve captures after-tax realized capital gains
and losses which result from changes in the overall level of interest rates for
all types of fixed income investments, as well as other financial instruments,
including financial futures, U.S. Treasury purchase commitments, options,
interest rate swaps, interest rate caps and interest rate floors. These interest
rate related gains and losses are amortized into income using the grouped method
over the remaining life of the investment sold or over the remaining life of the
underlying asset. Net realized after tax capital gains of $110.5 million in
1995, net realized after tax capital losses of $152.6 million in 1994 and net
realized after-tax capital gains of $127.2 million in 1993 were charged to the
Interest Maintenance Reserve. Amortization of the Interest Maintenance Reserve
into net investment income amounted to $5.0 million in 1995, $45.8 million in
1994 and $71.6 million in 1993. In 1994, the Company's Interest Maintenance
Reserve resulted in a net loss deferral. In accordance with the practices of the
National Association of Insurance Commissioners, the 1994 balance was recorded
as a reduction of policyholders' contingency reserves.
Realized capital gains and losses, less taxes, not includable in the
Interest Maintenance Reserve, are recognized in net income. Realized capital
gains and losses are determined using the specific identification method.
Unrealized capital gains and losses are included in policyholders' contingency
reserves.
b. SEPARATE ACCOUNTS
Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of pension, variable
annuity and variable life insurance contract holders. Assets consist principally
of publicly traded marketable securities reported at fair value. Premiums,
benefits and expenses of the separate accounts are reported in the Statement of
Income. The Company receives administrative and investment advisory fees from
these accounts.
c. NON-ADMITTED ASSETS
Assets designated as "non-admitted" (principally prepaid pension costs,
certain fixed assets, receivables and Interest Maintenance Reserve, when in a
net loss deferral position) are excluded from the Statement of Financial
Position by an adjustment to policyholders' contingency reserves.
d. POLICYHOLDERS' RESERVES AND FUNDS
Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American Experience and
the 1941, 1958 and 1980 Commissioners' Standard Ordinary mortality tables with
assumed interest rates ranging from 2.5 to 6.0 percent.
Reserves for individual annuities, guaranteed investment contracts and
deposit administration and immediate participation guarantee funds are based on
accepted actuarial methods computed principally using the 1951, 1971, 1983 group
and individual annuity tables with assumed interest rates ranging from 2.25 to
11.25 percent. Reserves for policies and contracts considered investment
contracts have a carrying value of $10,290.5 million (fair value of $10,508.9
million as determined by discounted cash flow projections). Accident and health
policy reserves are generally calculated using the two-year preliminary term,
net level premium and fixed net premium methods and various morbidity tables.
F-9
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF ACCOUNTING PRACTICES (CONTINUED)
During 1995 and 1994, the Company changed its valuation basis for certain
disability income contracts. The effects of these changes, $108.2 million in
1995 and $51.1 million in 1994, were recorded as decreases to policyholders'
contingency reserves.
e. PREMIUM AND RELATED EXPENSE RECOGNITION
The Company recognizes life insurance premium revenue annually on the
anniversary date of the policy. Annuity premium is recognized when received.
Accident and health premiums are recognized as revenue when due. Premiums are
recognized when due for the policies issued by Connecticut Mutual. Commissions
and other costs related to issuance of new policies, maintenance and settlement
costs are charged to current operations.
f. POLICYHOLDERS' DIVIDENDS
The Board of Directors annually approves dividends to be paid in the
following year. These dividends are allocated to reflect the relative
contribution of each group of policies to policyholders' contingency reserves
and consider investment and mortality experience, expenses and federal income
tax charges.
g. CASH AND SHORT-TERM INVESTMENTS
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid short-term investments purchased with a maturity of twelve months
or less to be cash equivalents.
2. POLICYHOLDERS' CONTINGENCY RESERVES
Policyholders' contingency reserves represent surplus of the Company as
reported to regulatory authorities and are intended to protect policyholders
against possible adverse experience.
a. SURPLUS NOTES
The Company issued surplus notes of $100.0 million at 7 1/2 percent and
$250.0 million at 7 5/8 percent in 1994 and 1993, respectively. These notes are
unsecured and subordinate to all present and future indebtedness of the Company,
policy claims and prior claims against the Company as provided by the
Massachusetts General Laws. Issuance was approved by the Commissioner of
Insurance of the Commonwealth of Massachusetts ("the Commissioner").
All payments of interest and principal are subject to the prior approval of
the Commissioner. Sinking fund payments are due as follows: $62.5 million in
2021, $87.5 million in 2022, $150.0 million in 2023 and $50.0 million in 2024.
Interest on the notes issued in 1994 is scheduled to be paid on March 1 and
September 1 of each year, beginning on September 1, 1994, to holders of record
on the preceding February 15 or August 15, respectively. Interest on the notes
issued in 1993 is scheduled to be paid on May 15 and November 15 of each year,
beginning on May 15, 1994, to holders of record on the preceding May 1 or
November 1, respectively. In accordance with regulations of the National
Association of Insurance Commissioners, interest expense is not recorded until
approval for payment is received from the Commissioner. Interest of $26.6
million and $22.8 million was approved and paid in 1995 and 1994, respectively.
The proceeds of the notes, less a $35 million reserve in 1995 and 1994 and a
$25 million reserve in 1993 for contingencies associated with the issuance of
the notes, are recorded as a component of the Company's policyholders'
contingency reserves as approved by the Commissioner. These reserves, as
permitted by the Massachusetts Division of Insurance, are included in investment
reserves on the Statement of Financial Position.
b. OTHER POLICYHOLDERS' CONTINGENCY RESERVES
As required by regulatory authorities, contingency reserves established to
protect group life and annuity policyholders are $37.8 million in 1995 and $36.3
million in 1994.
F-10
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
3. EMPLOYEE BENEFIT PLANS
The Company's employee benefit plans include plans in place for the
employees of Massachusetts Mutual and Connecticut Mutual prior to the merge.
These plans, which were managed separately, reflect different assumptions for
1995 and 1994. The separate plans will continue into 1996 using similar
assumptions were appropriate. Employees previously covered by the Connecticut
Mutual plans will continue coverage under these plans. All other employees,
including employees hired after the merger date, will be covered by the
Massachusetts Mutual benefit plans.
a. PENSION
The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes employees employed by
MassMutual prior to December 31, 1995 and the other includes employees
previously employed by Connecticut Mutual. Benefits are based on the employees'
years of service, compensation during the last five years of employment and
estimated social security retirement benefits. The Company accounts for these
plans following Financial Accounting Standards Board Statement No. 87,
Employers' Accounting for Pensions. Accordingly, as permitted by the
Massachusetts Division of Insurance, the Company has recognized a pension asset
of $37.7 million and $37.6 million in 1995 and 1994, respectively. The net
pension asset of $34 million associated with the Connecticut Mutual plan has
been non-admitted in the financial statements in accordance with Connecticut
insurance regulations. Company policy is to fund pension costs in accordance
with the requirements of the Employee Retirement Income Security Act of 1974
and, based on such requirements, no funding was required for the years ended
December 31, 1995 and 1994. The assets of the Plan are invested in the Company's
general account and separate accounts.
The benefit status of the defined benefit plans as of December 31 is as
follows:
<TABLE>
<CAPTION>
1995 1994
--------- ---------
(IN MILLIONS)
<S> <C> <C>
Accumulated benefit obligation..................................................... $ 537.5 $ 451.9
Vested benefit obligation.......................................................... 525.7 437.4
Projected benefit obligation....................................................... 622.5 529.5
Plan assets at fair value.......................................................... 941.3 814.7
</TABLE>
The following rates were used in determining the actuarial present value of
both the accumulated and projected benefit obligation.
<TABLE>
<CAPTION>
MASSMUTUAL CONNECTICUT MUTUAL
PLAN PLAN
--------------- ---------------------
<S> <C> <C>
Discount rate -- 1995................................................ 7.5% 7.75 %
Discount rate -- 1994................................................ 8.0 8.5
Increase in future compensation levels............................... 5.0 5.0
Long-term rate of return on assets................................... 10.0 9.0
</TABLE>
The Company also has defined contribution plans for employees and agents.
The expense credited to operations for all pension plans is $10.9 million in
1995, as compared to charged to operation of $5.0 million in 1994 and $4.0
million in 1993.
b. LIFE AND HEALTH
Certain life and health insurance benefits are provided to retired employees
and agents through group insurance contracts. Substantially all of the Company's
employees may become eligible for these benefits if they reach retirement age
while working for the Company. In 1993, the Company adopted the National
Association of Insurance Commissioners' accounting standard for postretirement
benefit costs, requiring these benefits to be accounted for using the accrual
method for employees and agents eligible to retire and current retirees.
F-11
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
3. EMPLOYEE BENEFIT PLANS (CONTINUED)
The following rates were used in determining the accumulated postretirement
benefit liability.
<TABLE>
<CAPTION>
MASSMUTUAL CONNECTICUT MUTUAL
PLAN PLAN
------------ ------------------
<S> <C> <C>
Discount rate -- 1995................................................. 7.5% 8.5%
Discount rate -- 1994................................................. 8.0 7.5
Assumed increases in medical cost rates
in the first year
(for all)......................................................... 7.5
(for those born prior to 1965).................................... 12.0
(for those born after 1965)....................................... 9.5
declining to
(for all)......................................................... 5.0
(for those born prior to 1965).................................... 6.0
(for those born after 1965)....................................... 5.5
within.............................................................. 6 years 7 years
</TABLE>
The initial transition obligation of $137.9 million is being amortized over
twenty years through 2012. At December 31, 1995 and 1994, the net unfunded
accumulated benefit obligation was $109.2 million and $108.1 million,
respectively, for employees and agents eligible to retire or currently retired
and $42.7 million and $36.9 million, respectively, for participants not eligible
to retire. A Retired Lives Reserve Trust was funded to pay life insurance
premiums for certain retired employees. Trust assets available for benefits were
$22.5 million in 1995.
The expense for 1995, 1994 and 1993 was $22.9 million, $19.8 million and
$23.4 million, respectively. A one percent increase in the annual assumed
increase in medical cost rates would increase the 1995 accumulated
postretirement benefit liability and benefit expense by $8.5 million and $1.4
million, respectively.
4. RELATED PARTY TRANSACTIONS
At the end of 1994, the Company executed two reinsurance agreements with its
subsidiary, MML Pension Insurance Company ("MML Pension"). In the first of these
contracts, the Company assumed all of the single premium immediate annuity
business written by MML Pension through either an assumption provision or a
coinsurance provision. The second contract ceded the Company's group life,
accident and health business to MML Pension. Additionally, a reinsurance
agreement previously in place, ceding all of the Company's single premium
immediate annuity business, was terminated. These contracts were concurrently
executed at the end of business on December 31, 1994 and were accounted for as a
bulk reinsurance transaction. Accordingly, assets were transferred at fair value
and liabilities were transferred at statutory carrying value. These transfers
did not impact the 1994 Statement of Income of either company. The net effect of
these transactions decreased the Company's assets and liabilities by $174.6
million in 1994. During 1995, the gain from operations of this business was
reflected as a $41 million dividend received from the subsidiary which was
recorded as net investment income on the Statement of Income.
5. FEDERAL INCOME TAXES
Provision for federal income taxes is based upon the Company's best estimate
of its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of equity tax, using the most current information,
and other miscellaneous temporary differences, such as reserves, acquisition
costs, and restructuring costs, resulted in an effective tax rate which is other
than the statutory tax rate.
F-12
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
5. FEDERAL INCOME TAXES (CONTINUED)
The Internal Revenue Service has completed examining the Company's income
tax returns through the year 1989 for Massachusetts Mutual and 1991 for
Connecticut Mutual, and is currently examining Massachusetts Mutual for the
years 1990 through 1992. The Company believes any adjustments resulting from
such examinations will not materially affect its financial statements.
Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for 1995
and 1994. The Company records the estimated effects of anticipated revisions in
the Statement of Income.
Massachusetts Mutual and Connecticut Mutual plan to file their 1995 federal
income tax returns on a consolidated basis with their life and non-life
affiliates. The Companies' and their life and non-life affiliates are subject to
a written tax allocation agreement which allocates tax liability in a manner
permitted under Treasury regulations. Generally, the agreement provides that
loss members shall be compensated for the use of their losses and credits by
other members.
Federal tax payments were $175.2 million in 1995 and $291.1 million in 1993.
In 1994, the Company had federal tax refunds of $23.4 million. At December 31,
1995 and 1994, the Company established a liability for federal income taxes of
$338.5 million and $229.9 million, respectively.
6. INVESTMENTS
The Company maintains a diversified investment portfolio. Investment
policies limit concentration in any asset class, geographic region, industry
group, economic characteristic, investment quality or individual investment.
a. BONDS
The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------------------------------------
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
----------- ---------- ----------- -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U. S. Treasury Securities and Obligations of U. S.
Government Corporations and Agencies............... $ 9,391.5 $ 837.0 $ 43.3 $ 10,185.2
Debt Securities issued by Foreign Governments....... 261.9 27.9 0.1 289.7
Mortgage-backed securities.......................... 3,265.4 176.3 9.4 3,432.3
State and local governments......................... 106.0 15.2 0.1 121.1
Industrial securities............................... 9,030.7 762.8 57.8 9,735.7
Utilities........................................... 1,417.6 152.4 2.9 1,567.1
Affiliates.......................................... 152.1 4.4 1.2 155.3
----------- ---------- ----------- -----------
TOTAL............................................. $ 23,625.2 $ 1,976.0 $ 114.8 $ 25,486.4
</TABLE>
F-13
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
6. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1994
------------------------------------------------
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
----------- ---------- ---------- -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U. S. Treasury Securities and Obligations of U. S.
Government Corporations and Agencies............... $ 7,362.0 $ 154.4 $ 388.3 $ 7,128.1
Debt Securities issued by Foreign Governments....... 124.5 2.5 7.7 119.3
Mortgage-backed securities.......................... 3,410.5 55.6 176.7 3,289.4
State and local governments......................... 138.2 5.2 6.4 137.0
Industrial securities............................... 10,991.4 230.2 436.3 10,785.3
Utilities........................................... 1,147.2 71.3 30.6 1,187.9
Affiliates.......................................... 124.4 9.7 8.6 125.5
----------- ---------- ---------- -----------
TOTAL............................................. $ 23,298.2 $ 528.9 $ 1,054.6 $ 22,772.5
</TABLE>
The carrying value and estimated fair value of bonds at December 31, 1995 by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.
<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
----------- -----------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less...................................................... $ 2,578.8 $ 2,747.9
Due after one year through five years........................................ 3,625.8 3,824.3
Due after five years through ten years....................................... 5,356.3 5,857.2
Due after ten years.......................................................... 3,858.0 4,410.9
----------- -----------
15,418.9 16,840.3
Mortgage-backed securities, including securities guaranteed by the U.S.
Government.................................................................. 8,206.3 8,646.1
----------- -----------
TOTAL...................................................................... $ 23,625.2 $ 25,486.4
</TABLE>
Proceeds from sales of investments in bonds were $8,068.8 million during
1995, $5,624.1 million during 1994 and $5,543.5 million during 1993. Gross
capital gains of $255.5 million in 1995, $100.3 million in 1994 and $318.4
million in 1993 and gross capital losses of $67.1 million in 1995, $195.8
million in 1994 and $98.4 million in 1993 were realized on those sales, a
portion of which were included in the Interest Maintenance Reserve. The
estimated fair value of non-publicly traded bonds is determined by the Company
using a pricing matrix.
b. STOCKS
Preferred stocks in good standing had fair values of $88.0 million in 1995
and $137.9 million in 1994, using a pricing matrix for non-publicly traded
stocks and quoted market prices for publicly traded stocks. Common stocks,
except for unconsolidated subsidiaries, had a cost of $547.7 million in 1995 and
$273.7 million in 1994.
c. MORTGAGES
The fair value of mortgage loans, as determined from a pricing matrix for
performing loans and the estimated underlying real estate value for
non-performing loans, approximated carrying value less valuation reserves held.
F-14
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
6. INVESTMENTS (CONTINUED)
The Company acts as mortgage servicing agent and guarantor for $50.1 million
of mortgage loans sold in 1985. As guarantor, the Company is obligated to
advance unpaid principal and interest on any delinquent loans and to repurchase
mortgage loans under certain circumstances including mortgagor default.
d. OTHER
The carrying value of investments which were non-income producing for the
preceding twelve months was $76.9 million and $130.9 million at December 31,
1995 and 1994, respectively. The Company had restructured loans with book values
of $415.0 million, and $543.7 million at December 31, 1995 and 1994,
respectively. The loans typically have been modified to defer a portion of the
contracted interest payments to future periods. Interest deferred to future
periods totaled $3.4 million in 1995, $5.9 million in 1994 and $10.2 million in
1993. The Company made voluntary contributions to the Asset Valuation Reserve of
$52.7 million in 1994 and $51.5 million in 1993 for these restructured loans. No
additional voluntary contribution was made in 1995.
It is not practicable to determine the fair value of policy loans as they do
not have a stated maturity.
7. PORTFOLIO RISK MANAGEMENT
The Company manages its investment risks to reduce interest rate and
duration imbalances determined in asset/liability analyses. The fair values of
these instruments, which are not recorded in the financial statements, are based
upon market prices or prices obtained from brokers. The Company does not hold or
issue financial instruments for trading purposes.
The notional amounts described do not represent amounts exchanged by the
parties and, thus, are not a measure of the exposure of the Company. The amounts
exchanged are calculated on the basis of the notional amounts and the other
terms of the instruments, which relate to interest rates, exchange rates,
security prices or financial or other indexes.
The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to financial instruments. This exposure is
limited to contracts with a positive fair value. The amounts at risk in a net
gain position were $84.9 million and $88.4 million at December 31, 1995 and
1994, respectively. The Company monitors exposure to ensure counterparties are
credit worthy and concentration of exposure is minimized.
The Company enters into financial futures contracts for the purpose of
managing interest rate exposure. The Company's futures contracts are exchange
traded with minimal credit risk. Margin requirements are met with the deposit of
securities. Futures contracts are generally settled with offsetting
transactions. Gains and losses on financial futures contracts are recorded when
the contract is closed and amortized through the Interest Maintenance Reserve
over the remaining life of the underlying asset. As of December 31, 1995, the
Company did not have any open financial futures contracts.
The Company utilizes interest rate swap agreements, options, and purchased
caps and floors to reduce interest rate exposures arising from mismatches
between assets and liabilities and to modify portfolio profiles to manage other
risks identified. Under interest rate swaps, the Company agrees to exchange, at
specified intervals, the difference between fixed and floating interest rates
calculated by reference to an agreed-upon notional principal amount. Net amounts
receivable and payable are accrued as adjustments to interest income and
included in investment and insurance amounts receivable on the Statement of
Financial Position. Gains and losses realized on the termination of contracts
F-15
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
7. PORTFOLIO RISK MANAGEMENT (CONTINUED)
amortized through the Interest Maintenance Reserve over the remaining life of
the associated contract. At December 31, 1995 and 1994, the Company had swaps
with notional amounts of $1,841.8 million and $2,819.2 million, respectively.
The fair values of these instruments were $10.1 million at December 31, 1995 and
$49.6 million at December 31, 1994.
Options grant the purchaser the right to buy or sell a security at a stated
price within a stated period. The Company's option contracts have terms of up to
two years. The amounts paid for options purchased are included in other
investments on the Statement of Financial Position. Gains and losses on these
contracts are recorded at the expiration or termination date and are amortized
through the Interest Maintenance Reserve over the remaining life of the
underlying asset. At December 31, 1995 and 1994, the Company had option
contracts with notional amounts of $1,876.2 million and $2,262.1 million,
respectively. The Company's credit risk exposure was limited to the unamortized
costs of $18.4 million and $24.4 million, which had fair values of $48.1 million
and $10.4 million at December 31, 1995 and 1994, respectively.
Interest rate cap agreements grant the purchaser the right to receive the
excess of a referenced interest rate over a given rate. Interest rate floor
agreements grant the purchaser the right to receive the excess of a given rate
over a referenced interest rate. Amounts paid for interest rate caps and floors
are amortized into interest income over the life of the asset on a straight-line
basis. Unamortized costs are included in other investments on the Statement of
Financial Position. Amounts receivable and payable are accrued as adjustments to
interest income and included in the Statement of Financial Position as
investment and insurance amounts receivable. Gains and losses on these
contracts, including any unamortized cost, are recognized upon termination and
are amortized through the Interest Maintenance Reserve over the remaining life
of the associated cap or floor agreement. At December 31, 1995 and 1994, the
company had agreements with notional amounts of $3,366.3 million and $2,617.0
million, respectively. The Company's credit risk exposure on these agreements is
limited to the unamortized costs of $14.0 million and $12.1 million at December
31, 1995 and 1994, respectively. The fair values of these instruments were $30.8
million and $6.0 million at December 31, 1995 and 1994, respectively.
The Company utilizes asset swap agreements to reduce exposures, such as
currency risk and prepayment risk, built into certain assets acquired.
Cross-currency interest rate swaps allow investment in foreign currencies,
increasing access to additional investment opportunities, while limiting foreign
exchange risk. Notional amounts relating to asset and currency swaps totaled
$323.7 million and $220.0 million at December 31, 1995 and 1994, respectively.
The fair values of these instruments were an unrecognized gain of $4.6 million
at December 31, 1995 and $2.8 million at December 31, 1994.
The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take delivery on
forward commitments. These commitments are instead settled with offsetting
transactions. Gains and losses on forward commitments are recorded when the
commitment is closed and amortized through the Interest Maintenance Reserve over
the remaining life of the asset. At December 31, 1995 and 1994, the Company had
U. S. Treasury purchase commitments which will settle during the following year
with contractual amounts of $292.4 million and $1,000.0 million and fair values
of $298.8 million and $989.2 million, respectively.
F-16
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
8. LIQUIDITY
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1995 are illustrated below:
<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities... $ 44,474.9
Not subject to discretionary withdrawal.................................... (6,640.2)
Policy loans............................................................... (4,518.4)
------------
Subject to discretionary withdrawal...................................... $ 33,316.3
------------
Total invested assets, including separate investment accounts.............. $ 49,184.1
Policy loans and other invested assets..................................... (12,383.0)
------------
Readily marketable investments............................................. $ 36,801.1
------------
</TABLE>
9. BUSINESS RISKS AND CONTINGENCIES
The Company is subject to insurance guaranty fund laws in the states in
which it does business. These laws assess insurance companies amounts to be used
to pay benefits to policyholders and claimants of insolvent insurance companies.
Many states allow these assessments to be credited against future premium taxes.
The Company believes such assessments in excess of amounts accrued will not
materially affect its financial position, results of operations or liquidity. In
1995, the Company elected not to admit $17.6 million of guaranty fund premium
tax offset receivables relating to prior assessments.
The Company is involved in litigation arising out of the normal course of
its business. Management intends to defend these actions vigorously. While the
outcome of litigation cannot be foreseen with certainty, it is the opinion of
management, after consultation with legal counsel, that the ultimate resolution
of these matters will not materially affect its financial position, results of
operations or liquidity.
10. SUBSEQUENT EVENTS
On January 5, 1996, the Company signed a definitive agreement for the sale
of MassMutual Holding Company Two, Inc., a wholly-owned subsidiary, and its
subsidiaries, including MML Pension Insurance Company, which comprises the
Company's group life and health business, to WellPoint Health Networks, Inc. for
$380 million. The closing of the sale is contingent upon approval by regulatory
authorities. Since the transaction is not expected to close until late in the
first quarter of 1996, management has not determined the final gain on the sale.
The following table presents certain financial information as it pertains to
MassMutual Holding Company Two, Inc. and its effects on the Company's financial
statements.
<TABLE>
<CAPTION>
1995 1994
--------- ---------
(IN MILLIONS)
<S> <C> <C>
Other Invested Assets.............................................................. $ 187.8 $ 173.9
Net Gain From Operations........................................................... 41.0 0.0
Unrealized Capital Gain (Loss)..................................................... 13.9 (12.5)
</TABLE>
F-17
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
11. SUBSIDIARIES AND AFFILIATED COMPANIES
Summary of ownership and relationship of the Company and its subsidiaries
and affiliated companies as of December 31, 1995 is illustrated below. The
Company provides management or advisory services to most of these companies.
SUBSIDIARIES
CM Assurance Company
CM Benefit Insurance Company
CM Financial Services, LLC
CM Financial Services Series Fund I, Inc.
CM Investment Accounts, Inc.
CM Life Insurance Company
CM Transnational, S.A.
DHC, Inc.
MML Bay State Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc.
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
SUBSIDIARIES OF MASSMUTUAL HOLDING COMPANY
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
MML Investors Services, Inc.
MML Real Estate Corporation (liquidated during 1995)
MML Realty Management Corporation
MML Reinsurance (Bermuda) Ltd.
Mass Seguros De Vida S.A. (Chile)
MassLife Seguros De Vida S.A. (Argentina)
MassMutual/Carlson CBO N.V.
MassMutual Corporate Value Limited
MassMutual International (Bermuda) Limited
Oppenheimer Acquisition Corporation
Westheimer 335 Suites, Inc.
SUBSIDIARIES OF DHC, INC.
CM Advantage Inc.
CM Insurance Services, Inc.
CM International, Inc.
CM Property Management, Inc.
G.R. Phelps & Company, Inc.
State House 1 Corp.
Urban Properties, Inc.
SUBSIDIARIES OF DLB ACQUISITION CORPORATION
Concert Capital Management, Inc.
David L. Babson and Company, Inc.
SUBSIDIARIES OF MASSMUTUAL CORPORATE VALUE LIMITED
MassMutual Corporate Value Partners Limited
F-18
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)
11. SUBSIDIARIES AND AFFILIATED COMPANIES (CONTINUED)
SUBSIDIARIES OF MASSMUTUAL HOLDING COMPANY TWO, INC.
MassMutual Holding Company Two MSC, Inc.
SUBSIDIARIES OF MASSMUTUAL HOLDING COMPANY TWO MSC, INC.
Benefit Panel Services, Inc.
MML Pension Insurance Company
MassMutual of Ireland, Limited
National Capital Health Plan, Inc.
National Capital Preferred Provider Organization
Sloans Lake Management Corporation
AFFILIATES
MassMutual Corporate Investors
MassMutual Participation Investors
F-19
<PAGE>
THE SEPARATE ACCOUNT
As of December 31, 1995, the Separate Account had not begun investing in the
Money or Bond Portfolios of OVAF. Accordingly, no financial information is
included with respect to these Portfolios. Information regarding the Money
Market and Income Portfolios of the Panorama Fund is included notwithstanding
the Separate Account's substitution of investments because the Separate Account
invested in these particular Panorama Fund Portfolios during its most recent
fiscal year.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Panorama Separate Account of Connecticut Mutual
Life Insurance Company and to the Owners of Units
of Interest Therein:
We have audited the accompanying statement of net assets of Panorama Separate
Account of Connecticut Mutual Life Insurance Company as of December 31, 1995,
and the related statement of operations for the year then ended, and the
statements of changes in net assets for each of the two years in the period then
ended. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Panorama Separate Account of
Connecticut Mutual Life Insurance Company as of December 31, 1995, the results
of its operations for the year then ended, and the changes in its net assets for
each of the two years in the period then ended, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 15, 1996
F-20
<PAGE>
<TABLE>
<S> <C>
STATEMENT OF NET ASSETS PANORAMA SEPARATE ACCOUNT OF
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
December 31, 1995
</TABLE>
<TABLE>
<S> <C>
ASSETS
Investments, at market:
Connecticut Mutual Financial Services Series Fund I,
Inc.
Money Market Portfolio
52,049,014 shares (Cost $52,049,014) $52,049,014
Income Portfolio
63,164,897 shares (Cost $79,716,897) 77,819,596
Total Return Portfolio
403,865,451 shares (Cost $652,639,672) 708,268,193
Growth Portfolio
97,867,741 shares (Cost $208,745,216) 247,161,652
--------------
1,085,298,455
Cash 205,980
--------------
Total Assets 1,085,504,435
--------------
LIABILITIES
Due to Affiliates 876,710
--------------
Total Liabilities 876,710
--------------
NET ASSETS (VARIABLE ANNUITY CONTRACT LIABILITIES) $1,084,627,725
--------------
--------------
</TABLE>
<TABLE>
<CAPTION>
VARIABLE ANNUITY CONTRACT LIABILITIES
At December 31, 1995, the variable annuity contract liabilities of UNITS OWNED BY
the Account consisted of the following: PARTICIPANTS UNIT VALUES
<S> <C> <C>
MONEY MARKET SUB-ACCOUNT
Tax-Qualified Plan Contracts 16,334,145 2.287780
Non Tax-Qualified Plan Contracts 6,227,229 2.287780
Annuity Reserve Tax-Qualified Plan Contracts 160,104 2.287780
Annuity Reserve Non Tax-Qualified Plan Contracts 17,966 2.287780
INCOME SUB-ACCOUNT
Tax-Qualified Plan Contracts 12,557,687 4.078803
Non Tax-Qualified Plan Contracts 6,881,942 3.825614
Annuity Reserve Tax-Qualified Plan Contracts 43,774 4.078803
Annuity Reserve Non Tax-Qualified Plan Contracts 12,724 3.825614
TOTAL RETURN SUB-ACCOUNT
Tax-Qualified Plan Contracts 96,555,427 5.171950
Non Tax-Qualified Plan Contracts 41,857,538 4.932613
Annuity Reserve Tax-Qualified Plan Contracts 231,793 5.171950
Annuity Reserve Non Tax-Qualified Plan Contracts 156,805 4.932613
GROWTH SUB-ACCOUNT
Tax-Qualified Plan Contracts 19,024,051 8.706503
Non Tax-Qualified Plan Contracts 10,364,426 7.812045
Annuity Reserve Tax-Qualified Plan Contracts 38,701 8.706503
Annuity Reserve Non Tax-Qualified Plan Contracts 9,376 7.812045
<CAPTION>
VARIABLE ANNUITY CONTRACT LIABILITIES
At December 31, 1995, the variable annuity contract liabilities of VARIABLE ANNUITY
the Account consisted of the following: CONTRACT LIABILITIES
<S> <C>
MONEY MARKET SUB-ACCOUNT
Tax-Qualified Plan Contracts $ 37,368,930
Non Tax-Qualified Plan Contracts 14,246,530
Annuity Reserve Tax-Qualified Plan Contracts 366,283
Annuity Reserve Non Tax-Qualified Plan Contracts 41,102
INCOME SUB-ACCOUNT
Tax-Qualified Plan Contracts 51,220,331
Non Tax-Qualified Plan Contracts 26,327,654
Annuity Reserve Tax-Qualified Plan Contracts 178,546
Annuity Reserve Non Tax-Qualified Plan Contracts 48,677
TOTAL RETURN SUB-ACCOUNT
Tax-Qualified Plan Contracts 499,379,841
Non Tax-Qualified Plan Contracts 206,467,036
Annuity Reserve Tax-Qualified Plan Contracts 1,198,822
Annuity Reserve Non Tax-Qualified Plan Contracts 773,458
GROWTH SUB-ACCOUNT
Tax-Qualified Plan Contracts 165,632,957
Non Tax-Qualified Plan Contracts 80,967,362
Annuity Reserve Tax-Qualified Plan Contracts 336,950
Annuity Reserve Non Tax-Qualified Plan Contracts 73,246
---------------------
$1,084,627,725
---------------------
---------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-21
<PAGE>
<TABLE>
<S> <C>
STATEMENT OF OPERATIONS PANORAMA SEPARATE ACCOUNT OF
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
For the year ended December 31, 1995
</TABLE>
<TABLE>
<CAPTION>
S U B - A C C O U N T S
TOTAL
MONEY MARKET INCOME RETURN GROWTH
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends $2,786,577 $4,838,633 $ 49,668,494 $17,053,046
Expenses:
Mortality and Expense Risk Fees 374,781 555,694 4,700,248 1,352,532
-------------- -------------- -------------- --------------
NET INVESTMENT INCOME 2,411,796 4,282,939 44,968,246 15,700,514
-------------- -------------- -------------- --------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net Realized (Loss) Gain from Fund Share Transactions -- (590,495) 11,298,218 5,973,183
Unrealized Appreciation -- 8,423,527 78,085,533 39,833,658
-------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS -- 7,833,032 89,383,751 45,806,841
-------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,411,796 $12,115,971 $134,351,997 $61,507,355
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-22
<PAGE>
<TABLE>
<S> <C>
STATEMENTS OF CHANGES IN NET ASSETS PANORAMA SEPARATE ACCOUNT OF
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
For the years ended December 31, 1995 and 1994
</TABLE>
<TABLE>
<CAPTION>
S U B - A C C O U N T S
MONEY MARKET INCOME
<S> <C> <C> <C> <C>
1995 1994 1995 1994
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net Investment Income $2,411,796 $1,533,558 $4,282,939 $4,836,914
Realized (Loss) Gain from Fund Share Transactions -- -- (590,495) 163,882
Unrealized Appreciation (Depreciation) -- -- 8,423,527 (8,784,178)
-------------- -------------- -------------- --------------
Net Increase (Decrease) in Net Assets Resulting from
Operations 2,411,796 1,533,558 12,115,971 (3,783,382)
-------------- -------------- -------------- --------------
FROM UNIT TRANSACTIONS:
Purchases by Contract Holders 11,715,687 11,335,950 6,056,240 11,032,967
Withdrawals by Contract Holders (9,341,918) (10,870,603) (8,264,229) (7,437,529)
Net Transfers (to) from other Panorama Sub-Accounts (4,509,818) 469,904 (4,517,166) (9,413,832)
-------------- -------------- -------------- --------------
Net (Decrease) Increase in Net Assets from Unit
Transactions (2,136,049) 935,251 (6,725,155) (5,818,394)
-------------- -------------- -------------- --------------
INCREASE (DECREASE) IN NET ASSETS 275,747 2,468,809 5,390,816 (9,601,776)
-------------- -------------- -------------- --------------
NET ASSETS
Beginning of Period 51,747,098 49,278,289 72,384,392 81,986,168
-------------- -------------- -------------- --------------
End of Period $52,022,845 $51,747,098 $77,775,208 $72,384,392
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-23
<PAGE>
<TABLE>
<CAPTION>
S U B - A C C O U N T S
TOTAL RETURN GROWTH
<S> <C> <C> <C> <C>
1995 1994 1995 1994
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net Investment Income $ 44,968,246 $ 34,140,704 $ 15,700,514 $ 6,477,544
Realized (Loss) Gain from Fund Share
Transactions 11,298,218 9,912,323 5,973,183 2,779,921
Unrealized Appreciation (Depreciation) 78,085,533 (55,823,983) 39,833,658 (10,850,931)
-------------- -------------- -------------- --------------
Net Increase (Decrease) in Net Assets
Resulting from Operations 134,351,997 (11,770,956) 61,507,355 (1,593,466)
-------------- -------------- -------------- --------------
FROM UNIT TRANSACTIONS
Purchases by Contract Holders 51,284,320 86,647,735 28,930,479 30,687,768
Withdrawals by Contract Holders (43,461,737) (33,741,199) (10,352,991) (7,758,931)
Net Transfers (to) from other Panorama
Sub-Accounts (1,460,267) 2,578,456 10,486,432 6,363,573
-------------- -------------- -------------- --------------
Net (Decrease) Increase in Net Assets from
Unit Transactions 6,362,316 55,484,992 29,063,920 29,292,410
-------------- -------------- -------------- --------------
INCREASE (DECREASE) IN NET ASSETS 140,714,313 43,714,036 90,571,275 27,698,944
-------------- -------------- -------------- --------------
NET ASSETS
Beginning of Period 567,104,844 523,390,808 156,439,240 128,740,296
-------------- -------------- -------------- --------------
End of Period $ 707,819,157 $ 567,104,844 $ 247,010,515 $ 156,439,240
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-24
<PAGE>
<TABLE>
<S> <C>
NOTES TO FINANCIAL STATEMENTS PANORAMA SEPARATE ACCOUNT OF
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
December 31, 1995
</TABLE>
1. ORGANIZATION
The Panorama Separate Account (the Account) is a separate account within
Connecticut Mutual Life Insurance Company (Connecticut Mutual). Although the
Account is an integral part of Connecticut Mutual, it is registered as a
unit investment trust under the Investment Company Act of 1940, as amended.
The assets attributable to contracts participating in the Account are held
for the benefit of the participants and are not chargeable with liabilities
arising out of any other business that Connecticut Mutual may conduct. Each
purchase payment is allocated to one or more sub-accounts of the Account.
The Account is invested exclusively in portfolios of Connecticut Mutual
Financial Services Series Fund I, Inc. (the Fund). Separate sub-accounts
have been established for tax-qualified and non tax-qualified assets for
each portfolio. Net purchase payments and transfers between sub-accounts are
applied to purchase Fund shares in the appropriate portfolio at the net
asset value determined as of the end of the valuation period during which
the payments were received or the transfers made.
2. SIGNIFICANT ACCOUNTING POLICIES
(a)FUND SHARE TRANSACTIONS - Fund share transactions are recorded on the trade
date. The cost of Fund shares sold is determined on the basis of identified
cost.
(b)VALUATION OF INVESTMENT SECURITIES - The investments in shares of the Fund
are valued at their closing net asset value per share as determined for the
appropriate portfolio of the Fund on December 31, 1995. Valuation of
securities by the Fund is discussed in Note 1 of the Fund's Notes to
Financial Statements.
(c)FEDERAL INCOME TAXES - The operations of the Account form a part of the
total operations of Connecticut Mutual and are not taxed separately.
Connecticut Mutual is taxed as a life insurance company under the life
insurance tax provisions of the Internal Revenue Code of 1986, as amended.
The Account will not be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code. Accordingly, no provision for
income taxes has been required in the accompanying financial statements.
3. CONTRACT CHARGES
For assuming mortality and expense risks, Connecticut Mutual makes a daily
charge equal to .002% (.73% on an annual basis) of the value of the Account's
assets. A deduction of $40 per contract is made annually to cover the expense
of administering the Account.
4. SUBSEQUENT EVENT
On September 8, 1995, the Board of Directors of Connecticut Mutual approved
the merger of Connecticut Mutual and Massachusetts Mutual Life Insurance
Company. Thereafter, a definitive agreement was signed by both companies. On
January 27, 1996, Connecticut Mutual and its insurance subsidiary
policyholders and other insureds and annuitants approved the merger. The
merger was subsequently reviewed by the insurance regulatory authorities in
Connecticut and Massachusetts and approved. It is anticipated that the merger
will be effective on March 1, 1996.
The accompanying notes are an integral part of these financial statements.
F-25
<PAGE>
APPENDIX
A. GENERAL FORMULAE
(1) HYPOTHETICAL EXAMPLE OF THE CALCULATION OF THE ACCUMULATION UNIT VALUE FOR A
SUB-ACCOUNT.
Assume that the accumulation unit value of a sub-account at the
beginning of a valuation period was $1.135000 and that the valuation period
was a day. Suppose that at the end of that day the net asset value per fund
share is $1.250000 and that there is a capital gain of $.000066 per fund
share and a capital loss per fund share of $.000003 for that day, and that
the reserve per fund share for taxes is $.000020 at the end of that day.
Also assume that at the beginning of the valuation period the net asset
value per fund share was $1.249536 and the reserve per fund share was
$.000002.
The net investment factor for the sub-account for this valuation period
would be:
<TABLE>
<S> <C>
1.250000 + 000066 - 000003 - 000020
- ------------------------------------- - .000020 = 1.000387
1.249536 - 000002
</TABLE>
The accumulation unit value at the end of the valuation period would be
equal to the value at the beginning of the period ($1.135000 multiplied by the
net investment factor for the period (1.000387), which is $1.135439.
(2) GENERAL FORMULAE FOR COMPUTING THE AMOUNTS OF THE MONTHLY ANNUITY PAYMENTS
UNDER DEFERRED CONTRACTS.
<TABLE>
<S> <C> <C> <C> <C>
Accumulated Value on the Maturity Date
Number of divided by 1,000 X Purchase Rate
Annuity Units = --------------------------------------
Annuity Unit Value on the Maturity Date
Net Investment Factor for
the Preceding Valuation
Period
Value of Annuity Unit on ----------------------------
Annuity Unit Value = Preceding Valuation Date X 1.00 plus rate of interest
for number of days in
current Valuation Period
at 3.5% yearly rate.
Annuity Unit Value on
Dollar Amount of = Number of Annuity Units in X Payment Date in
Annuity Payment each Sub-Account each Sub-Account
</TABLE>
The determination of the Annuity Unit value and the annuity payment may be
illustrated by the following hypothetical example.
Assume that the accumulation value is $34,500. The annuitant is 70 years old
on the first payment date, and the date of birth is 1907. He desires a straight
life variable annuity, using one sub-account.
As described under "How are immediate contract annuity payments
determined?", the age 70 rate ($6.37/thousand) is used. It is unadjusted for
year of birth since the year of birth is between 1900 and 1919.
If the value of a sub-account annuity unit on the date of issue is
$1.100000, then the number of annuity units is 6.37 times 34.5 divided by
$1.100000 or 199.786.
Assume that the sub-account net investment factor for the valuation period
preceding the Valuation Date at which an annuity payment is being calculated is
1.000179. Suppose the Annuity Unit
<PAGE>
value on the preceding Valuation Date is $1.105000. The product of the net
investment factor and this Annuity Unit value is $1.105198. This is then divided
by 1.000094 which is 1.00 plus the rate of interest for a one day valuation
period to neutralize the assumed investment rate of 3.5% per annum already taken
into account in determining the number of Annuity Units, producing a current
Annuity Unit value of $1.105094.
The current monthly payment is then determined by multiplying the fixed
number of Annuity Units by the current Annuity Unit value or 199.786 times
$1.105094, which produces a current monthly payment of $220.78.
This process would be repeated for each sub-account if more than one were to
be used and the amounts arrived at would be totaled.
(3) GENERAL FORMULAE AND HYPOTHETICAL ILLUSTRATION OF ADDITIONAL BENEFIT UNDER
OPTION C UNIT REFUND LIFE ANNUITY.
Following the annuitant's death, the designated beneficiary will receive
an additional payment under Option C of the then dollar value of a number of
Annuity Units equal to (a) minus (b), if such difference is positive where:
<TABLE>
<S> <C> <C>
Accumulated Value on the Maturity Date
(a) = --------------------------------------
Annuity Unit Value on the Maturity Date
number of Annuity Units represented by each monthly annuity
(b) = payment made X number of monthly payments made
</TABLE>
For example, if $10,000 were applied to the purchase of an annuity under
this option, the value of an Annuity Unit was $2.00 on the date applied, the
number of Annuity Units represented by each monthly payment was 30.5, 10 monthly
payments were made prior to the date of death, and the value of an Annuity Unit
on the valuation date following receipt of proof of the annuitant's death was
$2.05, the amount paid to the beneficiary would be $9,624.75 computed as
follows:
<TABLE>
<S> <C> <C> <C> <C>
{($10,000 : $2.00) - (30.5 X 10)} X $2.05 =
(5,000 - 305) X $2.05 =
4,695 X $2.05 = $9,624.75
</TABLE>
<PAGE>
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements
The following financial statements are included in Part B herein:
The Registrant
1. Report of Independent Public Accountants.
2. Statement of Net Assets as of December 31, 1995.
3. Statement of Operations for the year ended December 31, 1995.
4. Statements of Changes in Net Assets for the years ended December
31, 1995 and 1994.
5. Notes to Financial Statements.
The Depositor
1. Report of Independent Accountants.
2. Supplemental Statement of Financial Position as of December 31,
1995 and 1994.
3. Supplemental Statement of Income for the Years Ended December 31,
1995, 1994 and 1993.
4. Supplemental Statement of Changes in Policyholder's Contingency
Reserves for the Years Ended December 31, 1995, 1994 and 1993.
5. Supplemental Statement of Cash Flows for the Years Ended December
31, 1995, 1994 and 1993.
6. Notes to Supplemental Financial Statements.
b. Exhibits
1(a).Resolution of the board of directors of Connecticut Mutual Life
Insurance Company ("CML") initially authorizing the establishment
of the registrant. (1)
2. Not Applicable.
<TABLE>
<S> <C>
3(a). Form of Principal Underwriting Agreement between CML and Connecticut Mutual
Financial Services, LLC. (3)
3(b). Form of agreements between Connecticut Mutual Financial Services, LLC and
various selling broker-dealers. (4)
3(c). Form of Underwriting and Servicing Agreement between the Company and MML
Investors Services, Inc. (2)
4(a). Individual Deferred Variable Annuity Contract. (5)
4(b). Individual Immediate Variable Annuity Contract. (6)
5. Application form(s). (7)
6(a). Articles of Incorporation of the Company. (2)
6(b). Amended and Restated Bylaws of the Company. (2)
7. Not Applicable.
8(a). Participation Agreement between CML and Connecticut Mutual Financial
Services Series Fund I, Inc. (8)
</TABLE>
C-1
<PAGE>
<TABLE>
<S> <C>
8(b). Participation Agreement between CML and Oppenheimer Variable Account Funds.
(9)
9. Opinion and Consent of Counsel. (2)
10(a). Consent of Coopers & Lybrand L.L.P. (9)
10(b). Consent of Arthur Andersen LLP. (9)
11. Not Applicable.
12. Not Applicable.
13. Not Applicable.
14. Not Applicable.
15. Powers of Attorney. (9)
</TABLE>
- ------------------------
(1) Incorporated by Reference to Exhibit 1(a) of Registrant's Form N-8B-2 filed
on June 26, 1981 (File No. 811-3215).
(2) Incorporated by Reference to Registrant's Initial Registration Statement
(333-01363) filed March 1, 1996.
(3) Incorporated by Reference to Exhibit 3(a) of Registrant's Form N-8B-2 filed
on June 26, 1981 (File No. 811-3215).
(4) Incorporated by Reference to Exhibit 3(b) of Registrant's Form N-8B-2 filed
on June 26, 1981 (File No. 811-3215).
(5) Incorporated by Reference to Exhibit 5(b) to Amendment No. 1 to Registrant's
Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).
(6) Incorporated by Reference to Exhibit 5(a) to Amendment No. 1 to Registrant's
Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).
(7) Incorporated by Reference to Exhibit 10 to Amendment No. 1 to Registrant's
Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).
(8) Incorporated by Reference to Exhibit 9(a) to Amendment No. 1 to Registrant's
Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).
(9) Filed herewith.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The directors and executive vice presidents of the Company, their positions
and their other business affiliations and business experience for the past two
years are as follows:
DIRECTORS
ROGER G. ACKERMAN, Director and Member, Auditing and Compensation Committees
President, Chief Operating Officer (since 1990) Group President (1987-1990),
Corning Incorporated (manufacturer of specialty materials, communication
equipment and consumer products), Houghton Park, Corning, New York; Director,
The Pittson Company (mining and marketing of coal for electric utility and steel
industries) One Pickwick Plaza, Greenwich, Connecticut; Director (since 1993)
Dow Corning Corporation; Member of Executive Committee, National Association of
Manufacturers.
JAMES R. BIRLE, Director
President of Resolute Partners since 1994. Prior to founding Resolute
Partners, he was General Partner of The Blackstone Group from 1988 to 1994, and
also served as Co-Chairman and Chief
C-2
<PAGE>
Executive Officer of Wickes Companies, Inc. Mr. Birle was previously Senior Vice
President and Group Executive of the General Electric Company. He is also a
Director of Drexel, Inc. and The Connecticut Health and Educational Facilities
Authority, and a Trustee of Villanova University and The Sea Research
Foundation.
FRANK C. CARLUCCI III, Director
Chairman of the Carlyle Group. Mr. Carlucci has had extensive experience in
government service. His past appointments include Secretary of Defense, Deputy
Director of Central Intelligence, Ambassador to Portugal, Under Secretary of the
Department of Health, Education and Welfare and Deputy Director of the Office of
Management and Budget. Mr. Carlucci is also a Director of Ashland Oil, Inc.,
Bell Atlantic Corporation, Kaman Corporation and the Quaker Oats Company.
GENE CHAO PH.D., Director
Chairman and Chief Executive Officer of Computer Projections, Inc. since
1991. Prior to that time, Dr. Chao served as Chairman and President of Metheus
Corporation and Chairman and Chief Executive Officer of the American Leadership
Forum, a non-profit leadership and community building organization.
PATRICIA DIAZ DENNIS, Director
Senior Vice President and Assistant General Counsel for SBC Communications,
Inc. Previously, Mrs. Dennis was Special Counsel to Sullivan & Cromwell for
communications law matters. President Reagan appointed Mrs. Dennis to serve as a
member of the National Labor Relations Board from 1983 until 1986 and then named
her a Commissioner of the Federal Communications Commission where she served
from 1986 until 1989. In 1992, President Bush appointed Mrs. Dennis Assistant
Secretary of State for Human Rights and Humanitarian Affairs, a position she
held until 1993.
ANTHONY DOWNS, Director and Member, Investment and Dividend Policy
Committees
Senior Fellow (since 1977), Brookings Institution; Director (since 1971)
Pittway Corp.; Director (since 1992), Bedford-Property Investors, Inc.; Director
(since 1992), General Growth Properties, Inc., Director (since 1977) The Urban
Land Institute; Director (since 1986) NAACP Legal and Educational Defense Fund,
Inc.; Director, (since 1991) National Housing Partnership Foundation.
JAMES L. DUNLAP, Director and Member, Compensation and Organization &
Operations Committees
Senior Vice President (since 1987) of Texaco, Inc. (producer of petroleum
products), and President (1987-1994), Texaco USA, 1111 Bagby, Houston, Texas.
WILLIAM B. ELLIS PH.D., Director
In September 1995, Mr. Ellis joined the Yale University School of Forestry
and Environmental Studies as a senior fellow. He is also the retired Chairman
and Chief Executive Officer of Northeast Utilities ("NU"). Mr. Ellis was
associated with NU since 1976 in various capacities including President, Chief
Operating Officer and Chief Executive Officer. He is also a Director of The
Hartford Steam Boiler Company, the Connecticut Business and Industry
Association, the Connecticut Economic Development Corporation and The Greater
Hartford Chamber of Commerce.
ROBERT M. FUREK, Director
President and Chief Executive Officer of Heublein, Inc. Mr. Furek is also a
Director of Dexter Corporation and a Trustee of Colby College.
CHARLES K. GIFFORD, Director and Member Auditing and Investment Committees
President (since 1989), The First National Bank of Boston, 100 Federal
Street, Boston, Massachusetts; President, Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; Director, Boston
Edison Co.
C-3
<PAGE>
WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member,
Investment Committee
Managing Director (since 1983), Griggs & Santow Inc. (business consultants)
Suite 2509, One World Trade Center, New York, New York; Director (since 1990),
T/SF Communications, Inc. (diversified publishing and communications company).
JAMES G. HARLOW, JR., Director and Member, Dividend Policy and Auditing
Committees
Chairman and President (since 1982), Oklahoma Gas and Electric Company
(electric utility), 321 North Harvey Avenue, Oklahoma City, Oklahoma; Director
(since 1977), Fleming Companies (wholesale food distributors); Director (since
1994), Associated Insurance Services Limited.
GEORGE B. HARVEY, Director
Chairman, President and Chief Executive Officer of Pitney Bowes. Mr. Harvey
is also a Director of Merrill Lynch, McGraw-Hill, Inc. and Stamford Hospital.
BARBARA B. HAUPTFUHRER, Director, Chairman, Compensation Committee and
Member, Organization and Operations Committees
Director and Member, Compensation, Nominating and Audit Committees, (since
1972) The Vanguard Group of Investment Companies including the following:
Windsor Fund, Wellington Fund, Morgan Growth Fund, Wellesley Income Fund, Gemini
Fund, Explorer Fund, Vanguard Municipal Bond Funds, Vanguard Fixed Income
Securities Fund, Vanguard World Fund, Star Fund, Vanguard Ginnie Mae Fund,
Primecap Fund, Vanguard Convertible Securities Fund, Vanguard Quantitative Fund,
Vanguard Index Trust, Trustees Commingled Equity Fund, Trustees Commingled Fund
- -- International, Vanguard Money Market Trust, Windsor II, Vanguard Asset
Allocation Fund and Vanguard Equity Income Fund (principal offices, Drummers
Lane, Valley Forge, Pennsylvania); Director (since 1975), The Great Atlantic and
Pacific Tea Company, Inc. (operator of retail food stores); Director (since
1979), KnightRidder, Inc. (publisher of daily newspapers and operator of cable
television and business information systems); Director, (since 1987), Raytheon
Company, (electronics manufacturer); Director, Alco Standard Corp. (diversified
manufacturer and distributor).
SHELDON B. LUBAR, Director, Chairman/ Organization & Operations Committee
and Member, Investment Committee
Chairman (since 1977), Lubar & Co. Incorporated (investment management and
advisory company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Chairman and
Director (since 1986), The Christiana Companies, Inc. (real estate development);
Director; First Wisconsin National Bank and Firstar Corporation (formerly First
Wisconsin Corporation, a bank holding company); Director (since 1982) Grey Wolf
Drilling Co. (contract oil and gas drilling); Marshall Erdman and Associates,
Inc. (design, engineering, and construction firm); SLX Energy, Inc. (oil and gas
exploration); Member, Advisory Committee, Venture Capital Fund, L.P.; Prideco,
Inc. (drill collar manufacturer); and Briggs & Stratton (1989-1994) (small
engine manufacturer); Schwitzer, Inc. (holding company for engine parts
manufacturers); Director (since 1991), Mortgage Guaranty Insurance Corporation;
Director (1986-1991), Milwaukee Insurance Group Inc.; Director (since 1993),
Ameritech.
WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Compensation
Committees
Executive Vice President and CEO (since 1994), AT&T Multimedia Products
Group, Chief Executive Officer (1993-1994), AT&T Network Systems Group
(manufacturer and marketer of network telecommunications equipment), 475 South
Street, Morristown, New Jersey.
JOHN F. MAYPOLE, Director
Managing Partner of the Peach State Real Estate Holding Company and a
consultant to institutional investors and co-owner of family businesses since
1984. He is a Director of Bell Atlantic Corporation, Briggs Industries and the
Igloo Corporation, among others.
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<PAGE>
DONALD F. MCCULLOUGH, Director and Member, Dividend Policy and Auditing
Committees
Retired (since 1988); former Chairman and Chief Executive Officer, Collins &
Aikman Corp. (manufacturer of textile products) 210 Madison Avenue, New York,
New York; Director; Bankers Trust New York Corp. (bank holding company) and
Bankers Trust Company; Melville Corporation (specialty retailer).
JOHN J. PAJAK, Director, Vice-Chairman and Chief Administrative Officer
Executive Vice President -- Operations; Executive Vice President for
Corporate Administration (from 1987-1992) of MassMutual. Prior to 1987, Mr.
Pajak was a Senior Vice President of MassMutual. Mr. Pajak is a member of the
Board of Trustees, the Trustees' Executive Committee and the Academic Affairs
Committee of Western New England College in Springfield, Massachusetts.
BARBARA S. PREISKEL, Director, Chairman, Dividend Policy Committee and
Member, Compensation Committee
Attorney-at-Law (since 1983), The Bar Building, 36 West 44th Street, New
York, New York; Director (since 1975): Textron, Inc. (diversified manufacturing
company); General Electric Company (diversified manufacturer of electrical
products); The Washington Post Company (publisher of daily newspaper); American
Stores Company (operator of supermarkets and drugstores).
DAVID E. SAMS, JR., President, Chief Operating Officer and Director
President and Chief Executive Officer of Connecticut Mutual from 1993 to
1996 and Chairman of the Connecticut Mutual Board from 1994 to 1996. Prior to
that time, Mr. Sams served as President and Chief Executive Officer -- Agency
Group of Providian Corp. (formerly Capital Holding Corporation). Mr. Sams is
also a Director of the United States Chamber of Commerce.
THOMAS B. WHEELER, Chief Executive Officer, Director and Chairman of the
Board, Chairman, Investment Committee and Member, Dividend Policy and
Organization & Operations Committee
Chief Executive Officer and Director of MassMutual; Director, The First
National Bank of Boston and Bank of Boston Corporation (bank holding company);
Massachusetts Capital Resources Company; Chairman and Director (since 1990),
Oppenheimer Acquisition Corp; Two World Trade Center, New York, New York;
Chairman and Director, Concert Capital Management, Inc. (wholly owned subsidiary
of MassMutual Holding Company); Chairman (since 1994), MML Pension Insurance
Company; Director (since 1993), Textron, Inc.
ALFRED M. ZEIEN, Director and Member Organization & Operations and
Compensation Committees
Chairman and Chief Executive Officer (since 1991), President, Chief
Operating Officer and Director (1991) and Vice Chairman (1981-1991), The
Gillette Company (manufacturer of personal care products), Prudential Tower
Building, Boston, Massachusetts; Director; Polaroid Corporation (manufacturer of
photographic products); Raytheon Company (electronics manufacturer); and
Repligen Corporation; Director (since 1991), Bank of Boston Corporation (bank
holding company); Trustee, University Hospital of Boston Massachusetts.
EXECUTIVE OFFICERS (OTHER THAN DIRECTORS)
LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel
Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992-1993), Senior Vice President and
Associate General Counsel (1988-1992), Vice President and Associate General
Counsel (1984-1988), MassMutual; Chairman (since 1994), Director (1993-1994),
Vice President -- Law (1993-1994), MML Reinsurance (Bermuda), Ltd.; Director
(since 1993), Sargasso Mutual Insurance Co., Ltd.; Director (since 1993),
MassMutual Holding Company;
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Director (since 1993), MassMutual of Ireland; Director, Cornerstone Real Estate
Advisers, Inc., Director, MML Pension Insurance Company; Director, MassMutual
Holding Company; Director, MassMutual Holding Company Two, Inc.; Director,
MassMutual Holding Company Two MSC., Inc.
JOHN B. DAVIES, Executive Vice President
Executive Vice President, (since 1994), Associate Executive Vice President
(1994), General Agent (since 1982), MassMutual; Director, Cornerstone Real
Estate Advisers, Inc., MML Investors Services, Inc.; Director, MML Insurance
Agency, Inc.; Director, MML Insurance Agency of Ohio, Inc.; Director, Life
Underwriter Training Council.
DANIEL J. FITZGERALD, Executive Vice President
Executive Vice President (since 1994), Senior Vice President (1991-1994),
MassMutual; Director, Concert Capital Management, Inc.; Director, Cornerstone
Real Estate Advisers, Inc.; Director (since 1994), President (1987-1993), MML
Bay State Life Insurance Company; Director, MML Investors Services Inc.;
Director, MML Pension Insurance Company; Director, MML Real Estate Corporation;
Director, MML Realty Management Corporation; Director (since 1993), Vice
President (since 1994), MassMutual Holding Company; Director and Vice President,
MassMutual Holding Company Two, Inc.; Director and Vice President, MassMutual
Holding Company Two MSC, Inc.; Director, MassMutual of Ireland.
LAWRENCE L. GRYPP, Executive Vice President
Executive Vice President (since 1991), Senior Vice President (1990-1991) and
General Agent (1980-1990) of MassMutual; Chairman (since 1991), MML Investors
Services, Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding
Company); Director (since 1991), Oppenheimer Acquisition Corp., Two World Trade
Center, New York, New York; Director, Concert Capital Management, Inc.
JAMES E. MILLER, Executive Vice President
Executive Vice President (since 1987), MassMutual; Director (since 1990)
Chairman (since 1994), MassMutual of Ireland Ltd., Knockanrawley, Tipperary
Town, Tipperary County, Ireland; Vice President and Treasurer, Dental Learning
Systems, New York, New York; Director (since 1990), The Ethix Corporation,
Beaverton, Oregon; Director, Benefit Panel Services, Los Angeles, California and
National Capital Preferred Provider Organization, Washington, DC.; Director,
Sloan's Lake Management Corp.; President, Chief Executive Officer and Director
MML Pension Insurance Company.
JOHN M. NAUGHTON, Executive Vice President
Executive Vice President (since 1984), MassMutual; Chairman (since 1995),
Director (since 1991), Springfield Institution for Savings, 1441 Main Street,
Springfield, Massachusetts; Trustee, MassMutual Institutional Funds; Director,
Oppenheimer Acquisition Corp.; Director, Concert Capital Management, Inc.;
Director, Colebrook Group.
JOHN J. PAJAK, Executive Vice President -- Chief Administrative Officer
Executive Vice President (since 1987) MassMutual; Member of the Board of
Directors, MML Pension Insurance Company, MassMutual Holding Company, MassMutual
Holding Company Two, Inc.; MassMutual Holding Company Two MSC, Inc.
GARY E. WENDLANDT, Executive Vice President
Executive Vice President (since 1992) and Chief Investment Officer (since
1993), Senior Vice President of MassMutual; President (since 1983), and Trustee
(since 1986), MassMutual Corporate Investors (closed end investment company);
President and Trustee (since 1988), MassMutual participation Investors; Director
(since 1992), President and Chief Executive Officer (since 1994), Concert
Capital Management, Inc.; Vice Chairman and Trustee (since 1993), MML Series
Investment Fund (open end investment company); Chairman and Chief Executive
Officer, President and Director,
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<PAGE>
MassMutual Holding Company; Director (since 1990), Oppenheimer Acquisition Fund,
Two World Trade Center, New York, New York; Supervisory Director (since 1991),
MassMutual/Carlson CBO N.V. (collateralized bond fund) 6 John Gorsiraweg, P.O.
Box 3889, Willemsted, Curacao, Netherlands Antilles; Director (since 1992),
Merrill Lynch Derivative Products, Inc., World Trade Center, North Tower, New
York, New York; Chairman and Chief Executive Officer, Cornerstone Real Estate
Advisers, Inc.; Chairman (since 1994), Director (since 1993) MML Real Estate
Corporation; Chairman (since 1994), Director (since 1993), MML Realty Management
Corporation; Director, MassMutual Corporate Value Partners, Ltd.; Director,
MassMutual Corporate Value, Ltd.; Chairman and President, MassMutual Holding
Company Two MSC, Inc.; Chairman and Chief Executive Officer, MassMutual
Institutional Funds.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The assets of the Registrant, under state law, are assets of Massachusetts
Mutual Life Insurance Company ("MassMutual").
The Registrant may also be deemed to be under common control with the
following separate accounts which are registered as unit investment trusts under
the Investment Company Act of 1940: Massachusetts Mutual Variable Annuity Fund
1, Massachusetts Mutual Variable Annuity Fund 2, Massachusetts Mutual Variable
Annuity Separate Account 3, Massachusetts Mutual Variable Annuity Separate
Account 1, Massachusetts Mutual Variable Life Separate Accounts I and II, MML
Bay State Variable Annuity Separate Account 1 and MML Bay State Variable Life
Separate Account I. The Registrant may also be deemed to control MML Series
Investment Fund, a Massachusetts business trust which is registered as an
open-end, diversified, management investment company under the Investment
Company Act of 1940. The Registrant may also be deemed to be under common
control of the following separate accounts which are exempt from registration
requirements of the Investment Company Act of 1940: MML Bay State Variable Life
Separate Account II; and MML Bay State Variable Life Separate Account III.
The following corporations and trusts are controlled by MassMutual.
1. MassMutual Holding Company Two, Inc., a Massachusetts corporation,
all the stock of which is owned by MassMutual.
2. MassMutual Holding Company, a Delaware corporation, all the stock of
which is owned by MassMutual.
3. MML Pension Insurance Company a Delaware corporation, all of the
stock of which is owned by MassMutual.
4. MML Real Estate Corporation, a Florida corporation, all of the stock
of which is owned by MassMutual Holding Company.
5. MML Realty Management Corporation, a Massachusetts corporation, all
of the stock of which is owned by MassMutual Holding Company.
6. MML Bay State Life Insurance Company, a Missouri corporation, all of
the stock of which is owned by MassMutual,
7. MML Investors Services, Inc., a Massachusetts corporation, all of
the stock of which is owned by MassMutual Holding Company.
8. MML Series Investment Fund, a Massachusetts business trust, all of
the shares of which are owned by separate accounts of MassMutual and
companies controlled by MassMutual.
9. MassMutual of Ireland, Ltd., an Ireland corporation, a majority of
the shares of which is owned by MassMutual Holding Company.
10. Oppenheimer Acquisition Corporation, a Delaware corporation, a
majority of the shares of which is owned by MassMutual Holding Company.
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11. MML Insurance Agency, Inc., a Massachusetts corporation, all of the
stock of which is owned by MML Investors Services, Inc.
12. MML Reinsurance (Bermuda) Ltd., a Bermuda corporation, all the stock
of which is owned by MassMutual Holding Company.
13. Westheimer 335 Suites, Inc., a Delaware corporation, all of the
stock of which is owned by MassMutual Holding Company.
14. MML Securities Corporation, a Massachusetts corporation, all of the
stock of which is owned by MML Investors Services, Inc.
15. CM Advantage, Inc., a Connecticut corporation incorporated February
27, 1984. Its business is acting as general partner in real estate limited
partnerships. DHC, Inc. owns all the outstanding stock.
16. CM Assurance Company, a Connecticut corporation incorporated July
23, 1986 (CM Insurance Company) and renamed December 15, 1987. Type of
business -- life insurance, endowments, annuities, accident, disability and
health insurance. [the Company] owns all the stock.
17. CM Benefit Insurance Company, a Connecticut corporation incorporated
April 22, 1986 as CM Pension Insurance Company and renamed CM Benefit
Insurance Company on December 15, 1987. Type of business -- life insurance,
endowments, annuities, accident, disability and health insurance. [The
Company] owns all the stock.
18. CM Insurance Services, Inc., a Connecticut corporation incorporated
July 20, 1981 as DIVERSIFIED INSURANCE SERVICES OF AMERICA, INC. and renamed
as CM Insurance Services, Inc. on June 23, 1992. Type of business -- the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. DHC,
Inc. owns all the issued and outstanding stock.
19. CM Insurance Services, Inc. (Arkansas), an Arkansas corporation
incorporated January 11, 1982 as Diversified Insurance Services Agency of
America and renamed CM Insurance Services, Inc. on October 19, 1992. Type of
business -- the sale of, solicitation for, or procurement or making of
insurance or annuity contracts and any other type of contract sold by
insurance companies. CM Insurance Services, Inc. owns all of the issued and
outstanding common stock.
20. CM Insurance Services, Inc. (Texas), a Texas corporation
incorporated April 16, 1982 and renamed CM Insurance Services, Inc. Type of
business -- the sale of, solicitation for, or procurement or making of
insurance or annuity contracts and any other type of contract sold by
insurance companies. CM Insurance Services, Inc. controls 100 shares (100%)
of the issued and outstanding common stock through a voting trust.
21. CM International, Inc., a Delaware corporation incorporated July 25,
1985. Type of business -- holding a mortgage pool and issuance of
collateralized mortgage obligations. DHC, Inc. owns all the outstanding
stock.
22. MML Distributors, LLC, a Connecticut limited liability company
formed November 10, 1994. It is a registered broker-dealer. The Company has
a 99% ownership interest and CM Strategic Ventures, Inc. has a 1% ownership
interest.
23. C. M. Life Insurance Company, a Connecticut corporation incorporated
April 25, 1980. Its business is the sale of life insurance, endowments,
annuities, accident, disability and accident and health insurance. The
Company owns all the common stock.
24. CM Property Management, Inc., a Connecticut corporation incorporated
December 27, 1976 as URBCO, Inc., and renamed CM Property Management, Inc.
on October 7, 1991. Type of business -- Real estate holding company. DHC,
Inc. owns all the stock.
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25. CM Stategic Ventures, Inc., a Connecticut corporation incorporated
October 26, 1987. It acts as general partner in limited partnerships. All
outstanding stock is held by G.R. Phelps & Co., Inc.
26. CM Transnational, S.A., a Luxembourg corporation incorporated July
8, 1987. Type of business -- life insurance endowments and annuity
contracts. The Company owns 99.7% and DHC, Inc. owns the remaining 0.3% of
outstanding stock.
27. CML Investments I Corp., a Delaware corporation incorporated
December 26, 1991. This Company is organized to authorize, co-issue, sell
and deliver jointly with CML Investments I L.P. bonds, notes or other
obligations secured by primarily non-investment grade corporate debt
obligations and other collateral. CML Investments I L.P. owns all of the
outstanding stock (State House I Corp. is the General Partner of CML
Investments I L.P.).
28. DHC, Inc., a Connecticut corporation incorporated December 27, 1976.
Type of business -- holding company. The Company owns all the stock.
29. Diversified Insurance Services Agency of America, Inc. (DISA Ohio),
an Ohio corporation incorporated March 18, 1982. Type of business -- the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CM
Insurance Services, Inc. holds 100 shares (100%) of the issued and
outstanding Class B (non-voting) common. In addition, it controls 1 share
(100%) of the issued and outstanding Class A (voting) common through a
voting trust.
30. Diversified Insurance Services Agency of America, Inc. (DISA
Massachusetts), a Massachusetts corporation incorporated March 18, 1982.
Type of business -- the sale of, solicitation for, or procurement or making
of insurance or annuity contracts and any other type of contract sold by
insurance companies. CM Insurance Services, Inc. owns all of the issued and
outstanding stock.
31. Diversified Insurances Services Agency of America, Inc. (DISA
Alabama), an Alabama corporation incorporated January 21, 1982. Type of
business -- the sale of, solicitation for, or procurement or making of
insurance or annuity contracts and any other type of contract sold by
insurance companies. CM Insurance Services, Inc. owns all of the issued and
outstanding stock.
32. Diversified Insurances Services Agency of America, Inc. (DISA New
York), a New York corporation incorporated January 20, 1982. Type of
business -- the sale of, solicitation for, or procurement or making of
insurance or annuity contracts and any other type of contract sold by
insurance companies. CM Insurance Services, Inc. owns all of the issued and
outstanding common stock.
33. Diversified Insurances Services Agency of America, Inc. (DISA
Hawaii), a Hawaii corporation incorporated January 13, 1982. Type of
business -- the sale of, solicitation for, or procurement or making of
insurance or annuity contracts and any other type of contract sold by
insurance companies. CM Insurance Services, Inc. owns all of the issued and
outstanding common stock.
34. G. R. Phelps & Co., Inc., a Connecticut corporation incorporated
December 27, 1976 as AGCO, Inc., renamed Connecticut Mutual Financial
Services, Inc. on February 10, 1981, renamed again to G. R. Phelps & Co. on
May 31, 1989. Type of business -- broker/dealer and investment adviser. DHC,
Inc. owns all the outstanding stock.
35. State House I Corporation, a Delaware corporation incorporated
December 26, 1991. This Company is organized to (a) act as a general partner
of CML Investments I L.P. which will authorize, issue, sell and deliver,
both by itself and jointly with CML Investments I Corp. bonds, notes or
other obligations secured by primarily non-investment grade corporate debt
obligations; (b) to act as general partner of State House I L.P. which will
hold a limited partnership interest in CML Investments I L.P. DHC, Inc. owns
all of the outstanding stock.
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<PAGE>
36. Sunriver Properties, Inc. -- Shell Corporation, an Oregon
corporation incorporated February 8, 1965. It is not actively engaged in any
business. However, its name is a valuable asset which is associated with a
development project in which MML has a substantial interest. The Company
owns all the outstanding stock.
37. Urban Properties, Inc., a Delaware corporation incorporated March
30, 1970. Type of business -- general partner in limited partnerships, real
estate holding and development company. DHC, Inc. owns all the outstanding
stock.
ITEM 27. NUMBER OF CONTRACT OWNERS
On April 1, 1996 there were 19,324 Contract Owners of the qualified plan and
7,264 Contract Owners of the non-qualified plan.
ITEM 28. INDEMNIFICATION
Article V of the Bylaws of Massachusetts Mutual Life Insurance Company (the
"Company") provides that:
Subject to the limitations of Massachusetts law, the Company shall
indemnify: (a) each director, officer or employee; (b) any individual
who serves as a director, board member, committee member, officer or
employee of any organization or any separate account; or (c) any
individual who serves in any capacity with respect to any employee
benefit plan, from and against all loss, liability and expense imposed
upon or incurred by such person in connection with any action, claim or
proceeding of any nature whatsoever, in which such person may be
involved or with which he or she may be threatened, by reason of any
alleged act, omission or otherwise while serving in any such capacity.
Indemnification shall be provided although the person no longer serves
in such capacity and shall include protection for the person's heirs and
legal representatives.
Indemnities hereunder shall include, but not be limited to, all
costs and reasonable counsel fees, fines, penalties, judgments or awards
or any kind, and the amount of reasonable settlements, whether or not
payable to the Company or to any of the other entities described in the
preceding paragraph, or to the policyholders or security holders
thereof.
Notwithstanding the foregoing, no indemnification shall be provided with
respect to:
(a) any matter as to which the person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
or her action was in the best interests of the Company or, to the extent
that such matter relates to service with respect to any employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan;
(b) any liability to any entity which is registered as an investment
company under the federal Investment Company Act of 1940 or to the security
holders thereof, where the basis for such liability is willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of the office; and
(c) any action, claim or proceeding voluntarily initiated by any person
seeking indemnification, unless such action, claim or proceeding had been
authorized by the Board of Directors or unless such person's indemnification
is awarded by vote of the Board of Directors.
In any matter disposed of by settlement or in the event of an
adjudication which in the opinion of the General Counsel or his delegate
does not make a sufficient determination of conduct which could preclude or
permit indemnification in accordance with the preceding paragraphs (a), (b)
and (c), the person shall be entitled to indemnification unless, as
determined by the majority of the disinterested directors or in the opinion
of counsel (who may be an officer of the Company or outside counsel employed
by the Company), such person's conduct was such as precludes indemnification
under any such paragraphs.
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<PAGE>
The Company may at its option indemnify for expenses incurred in
connection with any action or proceeding in advance of its final
disposition, upon receipt of a satisfactory undertaking for repayment if it
be subsequently determined that the person thus indemnified is not entitled
to indemnification under Article V.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Not Applicable.
(b) MML Investors Services, Inc. ("MMLISI") is co-distributor of the
Contracts. The following are the officers and directors of MMLISI.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH MMLISI
- ------------------------------------------ ---------------------------------------------------
<S> <C>
OFFICER
Gary T. Huffman Chief Executive Officer and Director
1295 State Street
Springfield, MA 01111
Kenneth M. Rickson President and Chief Operating Officer
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley Second Vice President
One Monarch Place Chief Legal Officer
1414 Main Street Assistant Secretary
Springfield, MA 01144-1013
Ronald E. Thomson Treasurer and Second Vice President
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Thomas J. Finnegan, Jr. Secretary/Clerk
1295 State Street
Springfield, MA 01111
Marilyn A. Sponzo Assistant Secretary
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH MMLISI
- ------------------------------------------ ---------------------------------------------------
<S> <C>
John E. Forrest Second Vice President
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Stanley W. Farr Compliance Officer
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Eileen D. Leo Counsel and Assistant Treasurer
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Trudy A. Fearon Sr. Options Principal
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Dennis Reyhons, CLU, ChFC Vice President/East and Western Regions
1295 State Street
Springfield, MA 01111
Nicholas J. Orphan Vice President/South
245 Peach Tree Center Ave
Suite 2330
Atlanta, GA 30303
Michael J. Begley Vice President/Central
1295 State Street
Springfield, MA 01111
Burvin E. Pugh, CLU, ChFC Vice President/West and Southern Regions
1295 State Street
Springfield, MA 01111
DIRECTOR
Peter Cuozzo, CLU, ChFC Director
1295 State Street
Springfield, MA 01111
Donald D. Cameron Director
1295 State Street
Springfield, MA 01111
Paul D. Adomato Director
1295 State Street
Springfield, MA 01111
Lawrence L. Grypp Chairman/Director
1295 State Street
Springfield, MA 01111
Isadore Jermyn, FIA, ASA Director
1295 State Street
Springfield, MA 01111
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH MMLISI
- ------------------------------------------ ---------------------------------------------------
<S> <C>
John J. Libera, Jr., CLU Director
1295 State Street
Springfield, MA 01111
William McElmurray, CLU Director
1295 State Street
Springfield, MA 01111
John B. Davies Director
1295 State Street
Springfield, MA 01111
Daniel J. Fitzgerald Director
1295 State Street
Springfield, MA 01111
Jeanne M. Stamant Director
1295 State Street
Springfield, MA 01111
</TABLE>
MML Distributors, LLC. ("MML Distributors") is co-distributor of the
Contracts. The following are the officers and directors of MML Distributors.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITIONS AND OFFICES WITH MML DISTRIBUTORS
- --------------------------- ---------------------------------------------------------------------------
<S> <C>
John D. Loewenberg Member Representative on behalf of Massachusetts Mutual Life Insurance
Company and Chairman.
Emelia Bruno Financial and Operations Principal
Ann F. Lomeli Secretary
Ann Iseley Vice President
</TABLE>
- ------------------------
* The Principal Business Address for all MML Distributors personnel is One
Monarch Place, 1414 Main Street, Springfield, MA 01144.
(c) Not Applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Continuum Company, Inc., Dwight Building, Second Floor, 1004 Baltimore,
Kansas City, Missouri 64105, MML Investor Services, Inc., 1414 Main Street,
Springfield, MA 01144-1013 and MML Distributors, LLC at 140 Garden Street,
Hartford, CT 06154, have possession of the accounts, books or documents of the
Separate Account required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
(a) Not Applicable.
(b) The registrant undertakes that it will include a post card or similar
written communication affixed to or included in the prospectus that the
applicant can remove and send to the Company for a statement of additional
information.
(c) The registrant undertakes to deliver any statement of additional
information and any financial statements required to be made available under
this Form N-4 promptly upon written or oral request to the Company at the
address or phone number listed in the prospectus.
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(d) The Company represents that in connection with its offering of the
contracts as funding vehicles for retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code of 1986, it is relying on a
no-action letter dated November 28, 1988, to the American Council of Life
Insurance (Ref. No. IP-6-88) regarding Sections 22(e), 27(c)(1), and 27(d) of
the Investment Company Act of 1940, and that paragraphs numbered (1) through (4)
of that letter will be complied with.
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<PAGE>
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant has caused this registration statement to be signed on its
behalf, in the City of Springfield and the Commonwealth of Massachusetts, on
this 29th day of April, 1996.
PANORAMA SEPARATE ACCOUNT
(Registrant)
By:
-----------------------------------
Thomas B. Wheeler*, CHIEF EXECUTIVE
OFFICER
Massachusetts Mutual Life Insurance
Company
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
(Depositor)
By:
-----------------------------------
Thomas B. Wheeler*, CHIEF EXECUTIVE
OFFICER
Massachusetts Mutual Life Insurance
Company
<TABLE>
<C> <S> <C>
/s/ RICHARD M. HOWE On April 29, 1996, as Attorney-in-Fact
- ------------------------------------------- pursuant to powers of attorney previously
*Richard M. Howe filed.
</TABLE>
As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the duties
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
<C> <S> <C>
Chief Executive Officer
- ----------------------------------- and Chairman of the April 29, 1996
Thomas B. Wheeler* Board
Executive Vice President,
Chief Financial Officer
- ----------------------------------- & Chief Accounting April 29, 1996
Daniel J. Fitzgerald* Officer
- ----------------------------------- Director April 29, 1996
Roger G. Ackerman*
- ----------------------------------- Director April 29, 1996
James R. Birle*
- ----------------------------------- Director April 29, 1996
Frank C. Carlucci, III*
- ----------------------------------- Director April 29, 1996
Gene Chao, Ph.D.*
</TABLE>
C-15
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
<C> <S> <C>
- ----------------------------------- Director April 29, 1996
Patricia Diaz Dennis*
- ----------------------------------- Director April 29, 1996
Anthony Downs*
- ----------------------------------- Director April 29, 1996
James L. Dunlap*
- ----------------------------------- Director April 29, 1996
William B. Ellis, Ph.D.*
- ----------------------------------- Director April 29, 1996
Robert M. Furek*
- ----------------------------------- Director April 29, 1996
Charles K. Gifford*
- ----------------------------------- Director April 29, 1996
William N. Griggs*
- ----------------------------------- Director April 29, 1996
James G. Harlow, Jr.*
- ----------------------------------- Director April 29, 1996
George B. Harvey*
- ----------------------------------- Director April 29, 1996
Barbara B. Hauptfuhrer
- ----------------------------------- Director April 29, 1996
Sheldon B. Lubar*
- ----------------------------------- Director April 29, 1996
William B. Marx, Jr.*
- ----------------------------------- Director April 29, 1996
John G. Maypole*
- ----------------------------------- Director April 29, 1996
Donald F. McCullough*
- ----------------------------------- Director April 29, 1996
John J. Pajak*
</TABLE>
C-16
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
<C> <S> <C>
- ----------------------------------- Director April 29, 1996
Barbara S. Preiskel*
- ----------------------------------- Director April 29, 1996
David E. Sams, Jr.*
- ----------------------------------- Director April 29, 1996
Alfred M. Zeien*
/s/ RICHARD M. HOWE On April 29, 1996, as Attorney-in-Fact
- ----------------------------------- pursuant to powers of attorney previously
*Richard M. Howe filed.
</TABLE>
C-17
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
8(b). Form of Participation Agreement between the Company and Oppenheimer Variable
Account Funds.
10(a). Consent of Coopers & Lybrand L.L.P.
10(b). Consent of Arthur Andersen LLP.
15. Powers of Attorney
</TABLE>
<PAGE>
EXHIBIT 8(b)
PARTICIPATION AGREEMENT
-----------------------
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
-----------------------------------
OPPENHEIMERFUNDS, INC.
----------------------
and
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
THIS AGREEMENT (the "Agreement"), made and entered into as of the
12th day of January, 1996 by and among Massachusetts Mutual Life Insurance
Company (hereinafter the "Company"), on its own behalf and on behalf of CML
Accumulation Annuity Account E, Panorama Separate Account, and Connecticut
Mutual Variable Life Separate Account I (hereinafter collectively the
"Accounts"), Oppenheimer Variable Account Funds (hereinafter the "Fund") and
OppenheimerFunds, Inc. (hereinafter the "Adviser").
WHEREAS, the Fund is an open-end management investment company
and is available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life insurance
policies and variable annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter "Participating Insurance
Company");
WHEREAS, the beneficial interest in the Fund is divided into
several series of shares, each designated a "Portfolio", and each representing
the interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated July 16, 1986 (File No. 812-6324) granting
Participating Insurance Company and variable annuity and variable life insurance
separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a),
and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the
"1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent
<PAGE>
necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order")
WHEREAS, the Fund is registered as an open-end management
investment company under the 1940 Act and its shares are registered under the
Securities Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser
under the federal Investment Advisers Act of 1940;
WHEREAS, the Company has registered or will register certain
variable annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are or will be duly organized, validly
existing segregated asset accounts, established by resolution of the Board of
Directors of the Company, to set aside and invest assets attributable to the
aforesaid variable contracts (the Contract(s) and the Account(s) covered by the
Agreement are specified in Schedule B attached hereto, as may be modified by
mutual consent from time to time);
WHEREAS, the Company have registered or will register the
Accounts as unit investment trusts under the 1940 Act;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached
hereto as may be modified by mutual consent from time to time), on behalf of the
Accounts (which are also described on Schedule A, as may be modified by mutual
consent from time to time) to fund the Contracts and the Fund is authorized to
sell such shares to unit investment trusts such as the Accounts at net asset
value; and
-2-
<PAGE>
NOW, THEREFORE, in consideration of their mutual promises, the
Fund, the Adviser and the Company agree as follows:
ARTICLE I. SALE OF FUND SHARES
1.1 The Fund agrees that shares of the Fund will be sold only to
Variable Insurance Products.
1.2. The Company shall not permit any person other than a
Contract Holder or such Contract Holder's duly authorized representative to give
instructions to the Company which would require the Company to redeem or
exchange shares of the Fund.
ARTICLE II. SALES MATERIAL, PROSPECTUSES AND OTHER REPORTS
2.1. The Company shall furnish, or shall cause to be furnished,
to the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Adviser is named, at least ten Business Days
prior to its use. No such material shall be used if the Fund or its designee
reasonably object to such use within ten Business Days after receipt of such
material. "Business Day" shall mean any day in which the New York Stock
Exchange is open for trading and in which the Fund calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission.
2.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sale literature or other promotional material approved by the Fund or its
designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales
literature or other promotional material" means advertisements (such as material
published, or designed for use in, a newspaper,
-3-
<PAGE>
magazine, or other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboard or electronic media), and sales literature
(such as brochures, circulars, market letters and form letters), distributed or
made generally available to customers or the public.
2.4. The Fund shall provide a copy of its current prospectus
within a reasonable period of its filing date, and provide other assistance as
is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus for the Fund is supplemented or amended) to have
the prospectus for the Contracts and the Fund's prospectus printed together in
one document (such printing to be at the Company's expense). The Adviser shall
be permitted to review and approve the typeset form of the Fund's Prospectus
prior to such printing.
2.5. The Fund or the Adviser shall provide the Company with
either: (i) a copy of the Fund's proxy material, reports to shareholders, other
information relating to the Fund necessary to prepare financial reports, and
other communications to shareholders for printing and distribution to Contract
owners at the Company's expense, or (ii) camera ready and/or printed copies, if
appropriate, of such material for distribution to Contract owners at the
Company' expense, within a reasonable period of the filing date for definitive
copies of such material. The Adviser shall be permitted to review and approve
the typeset form of such proxy material and shareholder reports prior to such
printing provided such materials have been provided within a reasonable period.
ARTICLE III. FEES AND EXPENSES
3.1. The Fund and Adviser shall pay no fee or other compensation
to the Company under this agreement, and the Company shall pay no fee or other
compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of its
respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for issuance
in accordance with applicable federal law and, if and to the
-4-
<PAGE>
extent advisable by the Fund, in accordance with applicable state laws prior to
their sale. The Fund shall bear the expenses for the cost of registration and
qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, and the
preparation of all statements and notices required by any federal or state law.
3.3. The Company shall bear the expenses of typesetting, printing
and distributing the Fund's prospectus, proxy materials and reports to owners of
Contracts issued by the Company.
3.4. In the event the Fund adds one or more additional Portfolios
and the parties desire to make such Portfolios available to the respective
Contract owners as an underlying investment medium, a new Schedule A or an
amendment to this Agreement shall be executed by the parties authorizing the
issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment of
new Portfolios among Participating Insurance Company desiring to invest in such
Portfolios and the provision of funds as the initial investment in the new
Portfolios.
ARTICLE IV. POTENTIAL CONFLICTS
4.1. The Board of Trustees of the Fund (the "Board") will monitor
the Fund for the existence of any material irreconcilable conflict between the
interests of the Contract owners of all separate accounts investing in the Fund.
An irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer
-5-
<PAGE>
to disregard the voting instructions of Contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.
4.2. The Company will each report any potential or existing
conflicts of which it is aware to the Board. The Company will assist the Board
in carrying out its responsibilities in monitoring such conflicts by providing
the Board in a timely manner with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Board whenever Contract owner voting
instructions are disregarded and by confirming in writing, at the Fund's
request, that the Company are unaware of any such potential or existing material
irreconcilable conflicts.
4.3. If it is determined by a majority of the Board, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists, the Company shall, at their expense and to the extent reasonably
practicable (as determined by a majority of the disinterested trustees), take
whatever steps are necessary to remedy or eliminate the irreconcilable material
conflict, up to and including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Fund or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to) another
Portfolio of the Fund, or submitting the question whether such segregation
should be implemented to a vote of all affected Contract owners and, as
appropriate, segregating the assets of any appropriate group (i.e., annuity
contract owners, life insurance contract owners, or variable contract owners of
one or more Participating Insurance Company) that votes in favor of such
segregation, or offering to the affected Contract owners the option of making
such a change; and (2) establishing a new registered management investment
company or managed separate account.
4.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard Contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to
-6-
<PAGE>
withdraw the Account's investment in the Fund and terminate this Agreement;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Any such withdrawal
and termination must take place within six (6) months after the Fund gives
written notice that this provision is being implemented, and until the end of
the six month period the Fund shall continue to accept and implement orders by
the Company for the purchase and redemption of shares of the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the Company
conflicts with the majority of other state regulators, then the Company will
withdraw the Account's investment in the Fund and terminate this Agreement
within six months after the Board informs the Company in writing that it has
determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by the Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this Agreement,
a majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 4.3 to establish a new
funding medium for Contracts if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable
material conflict. In the event that the Board determines that any proposed
action does not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the particular Account's investment in the Fund and
terminate this
-7-
<PAGE>
Agreement within six (6) months after the Board informs the Company in writing
of the foregoing determination, provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.
ARTICLE V. APPLICABLE LAW
5.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of the
1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE VI. TERMINATION
6.1 This Agreement shall terminate with respect to some or all
Portfolios:
(a) at the option of any party upon six month's advance
written notice to the other parties;
(b) at the option of the Company to the extent that shares
of Portfolios are not reasonably available to meet the requirements of its
Contracts or are not appropriate funding vehicles for the Contracts, as
determined by the Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall be
furnished by the Company; or
(c) as provided in Article IV
-8-
<PAGE>
6.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised
for cause or for no cause.
ARTICLE VII. NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify to the
other party.
If to the Fund:
Oppenheimer Variable Account Funds
c/o OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Company:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Legal Department
ARTICLE VIII. MISCELLANEOUS
8.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and
-9-
<PAGE>
other confidential information without the express written consent of the
affected party until such time as it may come into the public domain.
8.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly notify each
other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.7. It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
8.8. The Company and the Adviser each understand and agree that the
obligations of the Fund under this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund and the Fund's
property; the Company and the Adviser each represent that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
-10-
<PAGE>
8.9. The parties agree that the Company may, on behalf of their
respective Accounts and Contracts listed in Exhibits A and B, elect to make
additional Portfolios available to Accounts upon the approval of the Adviser and
the provision of reasonable notice to the Adviser. Any Portfolio so added will
be subject to all of the terms and conditions of this Agreement.
-11-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed as of the date specified
below.
MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY
By its authorized officer,
-------------------------------
By:
-------------------------------
Title:
-------------------------------
Date:
OPPENHEIMER VARIABLE ACCOUNT
FUNDS
By its authorized officer,
-------------------------------
By: Robert G. Zack
Title: Assistant Secretary
-------------------
-------------------------------
Date:
OPPENHEIMERFUNDS, INC.
By its authorized officer,
-------------------------------
By: Mitchell J. Lindauer
Title: Vice President
---------------
-------------------------------
Date:
-12-
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds:
Oppenheimer Money Fund
Oppenheimer Bond Fund
-13-
<PAGE>
SCHEDULE B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Separate Account
-14-
<PAGE>
EXHIBIT 10(a)
[Coopers & Lybrand Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Massachusetts Mutual Life Insurance Company
We consent to the inclusion in the Post-Effective Amendment No. 1 to the
Registration Statement of Panorama Separate Account on Form N-4 (Registration
No. 333-01363) of our report dated March 1, 1996 on our audits of the
supplemental financial statements of Massachusetts Mutual Life Insurance
Company, which, as more fully described in our report, give retroactive
effect to the merger of Massachusetts Mutual Life Insurance Company and
Connecticut Mutual Life Insurance Company, and which includes an explanatory
paragraph relating to the pending sale of a wholly-owned insurance
subsidiary. We also consent to the reference to our Firm under the caption
"Independent Public Accountants" in the Statement of Additional Information.
/s/ Coopers & Lybrand L.L.P.
Springfield, Massachusetts
April 26, 1996
<PAGE>
EXHIBIT 10(b)
[Letterhead of Arthur Andersen LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Registration Statement (Registration Statement File No. 333-01363) for
Panorama Separate Account of Massachusetts Mutual Life Insurance Company.
/s/ ARTHUR ANDERSEN LLP
Hartford, Connecticut
April 26, 1996
<PAGE>
EXHIBIT 15
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
The undersigned, David E. Sams, Jr., a member of the Board of Directors and
President of C.M. Life Insurance Company ("C.M. Life"), does hereby constitute
and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe, Michael
Berenson, and Ann F. Lomeli, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and power to take
any and all actions and execute any and all instruments on the undersigned's
behalf as a member of the Board of Directors and President of C.M. Life that
said attorneys and agents may deem necessary or advisable to enable C.M. Life to
comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies to the
registration, under the 1933 Act and the 1940 Act, of shares of beneficial
interest of C.M. Life's separate investment accounts (the "C.M. Life Separate
Accounts"), as well as interests of C.M. Life's General Account. This power of
attorney authorizes such attorneys and agents to sign the undersigned's name on
his behalf as a member of the Board of Directors and President of C.M. Life to
the Registration Statements and to any instruments or documents filed or to be
filed with the Commission under the 1933 Act and the 1940 Act in connection with
such Registration Statements, including any and all amendments to such
statements, documents or instruments of any C.M. Life Separate Account, or C.M.
Life's General Account, including but not limited to those listed below.
C.M. Multi-Account A
SEI Variable Annuity
Panorama Premier Variable Annuity
OFFITBANK Variable Annuity
Panorama Plus Separate Account
C.M. Life Variable Life Separate Account I
<PAGE>
The undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 21st day of
March, 1996.
/s/David E. Sams, Jr.,
----------------------
David E. Sams, Jr.
Director and President
Attest: /s/Ann F. Lomeli
----------------
Ann F. Lomeli
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
The undersigned, J. Brinke Marcuccilli, a member of the Board of Directors and
Chief Financial Officer of C.M. Life Insurance Company ("C.M. Life"), does
hereby constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, Michael Berenson, and Ann F. Lomeli, and each of them individually, as his
true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and power to take
any and all actions and execute any and all instruments on the undersigned's
behalf as a member of the Board of Directors and Chief Financial Officer of C.M.
Life that said attorneys and agents may deem necessary or advisable to enable
C.M. Life to comply with the Securities Act of 1933, as amended (the "1933
Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any
rules, regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies to the
registration, under the 1933 Act and the 1940 Act, of shares of beneficial
interest of C.M. Life's separate investment accounts (the "C.M. Life Separate
Accounts"), as well as interests of C.M. Life's General Account. This power of
attorney authorizes such attorneys and agents to sign the undersigned's name on
his behalf as a member of the Board of Directors and Chief Financial Officer of
C.M. Life to the Registration Statements and to any instruments or documents
filed or to be filed with the Commission under the 1933 Act and the 1940 Act in
connection with such Registration Statements, including any and all amendments
to such statements, documents or instruments of any C.M. Life Separate Account,
or C.M. Life's General Account, including but not limited to those listed below.
C.M. Multi-Account A
SEI Variable Annuity
Panorama Premier Variable Annuity
OFFITBANK Variable Annuity
Panorama Plus Separate Account
C.M. Life Variable Life Separate Account I
<PAGE>
The undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 21st day of
March, 1996.
/s/J. Brinke Marcuccilli
------------------------
J. Brinke Marcuccilli
Director and Chief Financial Officer
Attest: /s/Ann F. Lomeli
----------------
Ann F. Lomeli
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
The undersigned, Emelia Bruno, a member of the Board of Directors and Controller
of C.M. Life Insurance Company ("C.M. Life"), does hereby constitute and appoint
Lawrence V. Burkett, Thomas F. English, Richard M. Howe, Michael Berenson, and
Ann F. Lomeli, and each of them individually, as her true and lawful attorneys
and agents.
The attorneys and agents shall have full power of substitution and power to take
any and all actions and execute any and all instruments on the undersigned's
behalf as a member of the Board of Directors and Controller of C.M. Life that
said attorneys and agents may deem necessary or advisable to enable C.M. Life to
comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies to the
registration, under the 1933 Act and the 1940 Act, of shares of beneficial
interest of C.M. Life's separate investment accounts (the "C.M. Life Separate
Accounts"), as well as interests of C.M. Life's General Account. This power of
attorney authorizes such attorneys and agents to sign the undersigned's name on
her behalf as a member of the Board of Directors and Controller of C.M. Life to
the Registration Statements and to any instruments or documents filed or to be
filed with the Commission under the 1933 Act and the 1940 Act in connection with
such Registration Statements, including any and all amendments to such
statements, documents or instruments of any C.M. Life Separate Account, or C.M.
Life's General Account, including but not limited to those listed below.
C.M. Multi-Account A
SEI Variable Annuity
Panorama Premier Variable Annuity
OFFITBANK Variable Annuity
Panorama Plus Separate Account
C.M. Life Variable Life Separate Account I
<PAGE>
The undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set her hand this 22nd day of March,
1996.
/s/Emelia Bruno
----------------
Emelia Bruno
Director and Controller
Attest: /s/Ann F. Lomeli
----------------
Ann F. Lomeli
