Attached files
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
METLIFE INSURANCE COMPANY OF CONNECTICUT
(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification Number: 06-0566090
1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910,
(860) 656-3000
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
Nicholas D. Latrenta, Esq.
General Counsel
MetLife Insurance Company of Connecticut
1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910,
(860) 656-3000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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COPIES TO:
DIANE E. AMBLER, ESQ.
K & L GATES LLP
1601 K STREET, N.W.
WASHINGTON, D.C. 20006
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER UNIT OFFERING PRICE(1) FEE
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Fixed Account Units with a Market
Value Adjustment Cash Out
Feature(1)....................... 318,000,000 N/A N/A $36,919.80(2)
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(1) The amount being registered and the maximum aggregate offering price are
estimated solely for the purpose of determining the registration fee. The
proposed maximum offering price per share unit is not applicable in that
these contracts are not issued in predetermined amounts or units.
(2) The registrant previously paid a registration fee of $39,300 with a
registration statement on Form S-1, File No. 333-156920, initially filed
with the Commission on January 22, 2009. Pursuant to Rule 457(p) of the
Securities Act of 1933, $36,919.80 of the previously paid registration fee
is offset against the registration fee otherwise due for this registration
statement.
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METLIFE INSURANCE COMPANY OF CONNECTICUT
CROSS REFERENCE SHEET
FIXED ANNUITY
ITEM NO. FORM S-1 REGISTRATION ITEM LOCATION IN PROSPECTUS
-------- -------------------------- ----------------------
1 Forepart of the Registration Statement and Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus Cover Page
2 Inside Front and Outside Back Cover Pages Front and Back Cover Pages
of Prospectus
3 Summary Information, Risk Factors and Summary; Charges and Deductions
Ratio of Earnings to Fixed Charges
4 Use of Proceeds The Contract
5 Determination of Offering Price Purchase Payment
6 Dilution N/A
7 Selling Security Holders N/A
8 Plan of Distribution Distribution of the Contracts
9 Description of Securities to be Registered Summary; The Contract
10 Interests of Named Experts and Counsel Experts; Legal Opinion
11 Information with Respect to Registrant The Insurance Company, Investments by the
Company
11A Material Changes
12 Incorporation of Certain Information by Incorporation of Certain Documents by
Reference Reference
12A Disclosure of Commission Position on See Part II -- Item 14
Indemnification for Securities Act
Liabilities
13 N/A N/A
METLIFE INSURANCE COMPANY OF CONNECTICUT
FIXED ANNUITY
The MetLife Insurance Company of Connecticut Fixed Annuity is a flexible premium
group deferred Annuity Contract ("the Contract" and/or "Certificates") which
provides a guaranteed fixed rate of return for Your investment. We offer the
Contract to employers for use with retirement Plans and programs that qualify
for favorable federal tax treatment. Where permitted by state law, we reserve
the right to restrict Purchase Payments into the Contract. If You surrender Your
Contract, Your Cash Value may be subject to a Market Adjusted Value calculation
and surrender charges.
This prospectus explains:
- the Contract and Certificate;
- MetLife Insurance Company of Connecticut;
- the interest rates;
- Surrenders and partial Surrenders;
- Surrender charges;
- Market Adjusted Value;
- death benefit;
- Annuity Payments;
- other aspects of the Contract.
The group Annuity Contracts may be issued to employers on an unallocated or
allocated basis. This Contract is issued by MetLife Insurance Company of
Connecticut. The Company is located at 1300 Hall Boulevard, Bloomfield,
Connecticut 06002-2910. The telephone number is 1-800-842-9406. MetLife
Investors Distribution Company, 5 Park Plaza, Suite 1900, Irvine, CA 92614, is
the principal underwriter and distributor of the Contracts.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OF ANY BANK, AND
ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.
PROSPECTUS DATED APRIL 28, 2011
TABLE OF CONTENTS
PAGE
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Special Terms........................................................... 3
Summary................................................................. 5
The Insurance Company................................................... 6
The Contract............................................................ 6
Application and Purchase Payments..................................... 6
Purchase Payments -- Section 403(b) Plan............................. 7
Civil Unions.......................................................... 7
The Annuity Contract and Your Retirement Plan........................... 7
Interest Periods........................................................ 7
Establishment of Interest Rates....................................... 8
Surrenders.............................................................. 8
Transfers............................................................... 8
Restrictions on Financial Transactions................................ 9
Account Reduction Loans................................................. 9
Charges and Deductions.................................................. 9
Account Reduction Loan Fees........................................... 10
Surrender Charge...................................................... 10
Contract Discontinuation and Market Adjusted Value.................... 11
Market Adjusted Value Formula......................................... 12
Example of Negative Market Adjusted Value:............................ 12
Example of Positive Market Adjusted Value:............................ 13
Premium Taxes......................................................... 13
Reductions of Charges................................................. 13
Death Benefit........................................................... 13
Distribution Rules.................................................... 13
Total Control Account................................................. 14
Annuity Period.......................................................... 14
Election of Maturity Date and Settlement Options...................... 14
Misstatement.......................................................... 14
Change of Maturity Date or Annuity Option............................. 15
Annuity Options....................................................... 15
Annuity Payment....................................................... 16
Death of Annuitant After the Maturity Date............................ 16
Investments by the Company.............................................. 16
Annual Statement........................................................ 16
Amendment of the Contracts.............................................. 17
Distribution of the Contracts........................................... 17
Distribution and Principal Underwriting Agreement..................... 17
Compensation.......................................................... 17
Sale of the Contracts by Affiliates of the Company.................... 18
Federal Tax Considerations.............................................. 19
General............................................................... 19
Withdrawals........................................................... 19
Substantially Equal Periodic Payments ("SEPP") ....................... 20
Incidental Benefits................................................... 23
TSAs(ERISA and non-ERISA) -- 403(b).................................. 23
403(a)................................................................ 25
457(b) Plans.......................................................... 25
KEOGH................................................................. 26
401(k)................................................................ 26
Puerto Rico Tax Considerations........................................ 26
Information Incorporated by Reference................................... 28
Experts................................................................. 29
Independent Registered Public Accounting Firm......................... 29
Appendix A: Information Concerning Qualified Plans...................... A-1
Appendix B: What You Need To Know If You Are A Texas Optional Retirement
Program Participant................................................... B-1
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SPECIAL TERMS
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In this prospectus, the following terms have the indicated meanings:
ACCUMULATION PERIOD -- The period before the commencement of Annuity Payments.
ANNUITANT -- A person on whose life the Maturity Date depends and Annuity
Payments are made.
ANNUITY -- Payment of income for a stated period or amount.
ANNUITY PAYMENTS -- A series of periodic payments (a) for life; (b) for life
with a minimum number of payments; (c) for the joint lifetime of the Annuitant
and another person, and thereafter during the lifetime of the survivor; or (d)
for a fixed period.
ANNUITY PERIOD -- The period during which Annuity Payments are made.
APPROVED PRODUCTS -- Products approved by the MetLife Insurance Company of
Connecticut.
BENEFICIARY (IES) -- The person(s) or trustee designated to receive any
remaining contractual benefits in the event of a Participant's, Annuitant's or
Contract Owner's death, as applicable.
CASH SURRENDER VALUE -- The Cash Value less any amounts deducted upon a
withdrawal or surrender, outstanding loans, if available under the Contract, any
applicable Premium Taxes or other surrender charges not previously deducted.
CASH VALUE -- The value of net Purchase Payments in Your Account or a
Participant's Individual Account less surrenders, plus interest, sometimes
referred to as Account Value.
CODE -- The Internal Revenue Code of 1986, as amended, and all related laws and
regulations, which are in effect during the term of this Contract.
COMPANY (WE, US, OUR) -- MetLife Insurance Company of Connecticut.
COMPETING FUND -- Any investment option under the Plan, which in our opinion,
consists primarily of fixed income securities and/or money market instruments.
CONTRACT DATE -- The date on which the Contract is issued. For certain group
Contracts, it is the date on which the Contract becomes effective, as shown on
the specifications page of the Contract.
CONTRACT OWNER -- The person named in the Contract (on the specifications
page). For certain group Contracts, the Contract Owner is the trustee or other
entity which owns the Contract.
CONTRACT VALUE -- The amount of all Purchase Payments, plus any applicable
credits, plus or minus any investment experience or interest.
CONTRACT YEAR -- A continuous twelve -month period beginning on the Contract
Date and each anniversary thereof. Contract Year also means certificate year.
DUE PROOF OF DEATH -- (a) A copy of a certified death certificate; (b) a copy of
a certified decree of a court of competent jurisdiction as to the finding of
death, (c) a written statement by a medical doctor who attended the deceased; or
(d) any other proof satisfactory to Us.
ERISA -- The Employee Retirement Income Security Act of 1974, as amended, and
all related laws and regulations which are in effect during the term of this
Contract.
EXCESS PLAN CONTRIBUTIONS -- Plan contributions including excess deferrals,
excess contributions, excess aggregate contributions, excess annual additions,
and excess nondeductible contributions that require correction by the Plan
Administrator, excluding reversions upon Plan Termination.
FIXED ANNUITY -- An Annuity with payments that remain fixed as to dollar amount
throughout the payment period.
GUARANTEE PERIOD -- The period during which a Guaranteed Interest Rate is
credited.
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GUARANTEED INTEREST RATE -- The annual effective interest rate credited during
the Guarantee Period.
HOME OFFICE -- The principal executive offices of MetLife Insurance Company of
Connecticut located at 1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910.
INDIVIDUAL ACCOUNT -- Account Value/Cash Value credited to a Participant or
Beneficiary under this Contract.
MARKET ADJUSTED VALUE -- The current value as of the date of discontinuance and
also reflects the relationship, at the time of surrender, between the then-
current Guaranteed Interest Rate for a Guarantee Period and the Guaranteed
Interest Rate that applies to Your Contract.
MATURITY DATE/ANNUITY COMMENCEMENT DATE -- The date on which the Annuity
Payments are to begin.
PARTICIPANT -- An eligible person who is a member in Your Plan.
PLAN -- The Plan or the arrangement used in a retirement plan or program whereby
the Purchase Payments and any gains are intended to qualify under Sections 401,
403(b) or 457 of the Code.
PLAN ADMINISTRATOR -- The corporation or other entity so specified on the
application or purchase order. If none is specified, the Plan Trustee is the
Plan Administrator.
PLAN TERMINATION -- Termination of Your Plan, including partial Plan
Termination, as determined by Us.
PLAN TRUSTEE -- The trustee specified in the Contract specifications.
PREMIUM TAX -- The amount of tax, if any, charged by the state or municipality.
Generally, We will deduct any applicable Premium Tax from the Cash Value either
upon Surrender, annuitization, death, or at the time a Purchase Payment is made,
but no earlier than when We have the liability under state law.
PURCHASE PAYMENTS -- The premium payments applied to the Contract less any
Premium Taxes if applicable.
QUALIFIED CONTRACT -- A Contract used in a retirement Plan or program that is
intended to qualify under Sections 401, 403, 408, 414(d) or 457 of the Code.
SEPARATION FROM SERVICE -- The termination or permanent severance of a
Participant's employment with the employer for any reason that is a separation
from service within the meaning of the Plan. However, termination of a
Participant's employment with the employer as a result of the sale of all or
part of the employer's business (including divisions or subsidiaries of the
employer) will not be considered Separation from Service unless the Participant
actually loses his/her job or is not immediately included in a pension or profit
sharing plan of the successor employer.
SURRENDER -- Funds distributed from the Contract or certificate for retirement,
Separation from Service, loans, hardship withdrawals, death, disability, return
of Excess Plan Contributions, payment of certain Plan expenses as mutually
agreed upon, Contract discontinuance, or transfers to other Plan funding
vehicles. Such surrender may or may not be subject to surrender charges and the
Market Adjusted Value calculations.
SURRENDER DATE -- The date We receive Your Written Request or a Participant's
Written Request if so authorized, for a Surrender.
VALUATION DATE -- A date on which the Contract is valued.
WRITTEN REQUEST -- Written instructions or information sent to Us in a form and
content satisfactory to Us and received in good order at Our Home Office.
YOU, YOUR -- "You", depending on the context, may be the Participant or the
Contract Owner and a natural person, a trust established for the benefit of a
natural person, a charitable remainder trust, or a Plan (or the employer
purchaser who has purchased the Contract on behalf of the Plan).
YOUR ACCOUNT -- Cash Value attributed to Purchase Payments plus interest
credited to You under this Contract.
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SUMMARY
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The MetLife Insurance Company of Connecticut Fixed Annuity (also referred to as
Strategic Value Annuity) is a flexible premium group deferred Fixed Annuity
Contract available to certain types of retirement Plans and programs that
receive favorable tax treatment under the Code such as qualified pension and
profit sharing Plans, tax deferred annuity Plans (for public school teachers and
employees and employees of certain other tax-exempt and qualifying employers)
and deferred compensation Plans of state and local governments.
This prospectus describes both the Contract and the Certificate. The Contract
and Certificate have similar features and provisions. An employer as the
Contract Owner purchases the Contract to fund its qualified Plan. The employer
can purchase the Contract on an allocated or unallocated basis. If the employer
purchases the Contract on an allocated basis, the employee participating in the
qualified Plan ("Participant") will be issued a Certificate. Generally,
allocated contracts are issued to tax deferred annuity Plans. If the employer
purchases the Contract on an unallocated basis, the employer will be responsible
for any accounts for the Participant and no Certificates will be issued by Us.
Generally, unallocated contracts are issued to qualified pension and profit
sharing Plans and deferred compensation Plans of state and local governments.
The Contract is offered by MetLife Insurance Company of Connecticut, a wholly
owned subsidiary of MetLife, Inc. The Contract is available only in those states
where it has been approved for sale.
We deposit Your Purchase Payments in Our fixed account. For each Purchase
Payment, We establish an interest rate "period" and guarantee a rate of interest
for that Purchase Payment for twelve months. At the end of the twelve months, We
will establish a renewal rate of interest. (See "Interest Periods").
You may Surrender Your Contract at any time before the Maturity Date, but the
Cash Value may be subject to a Surrender charge and/or Our Market Adjusted Value
calculations. You may also take partial Surrenders from Your Contract; partial
Surrenders may be subject to a Surrender charge. However, if Your Contract was
issued as part of a tax deferred annuity Plan, deferred compensation Plan or
combined qualified Plan/tax deferred annuity Plan, You or a Participant, if
authorized, may take partial Surrenders after the first Contract/Certificate
Year annually of up to 10% of the Cash Value of Your Account/Individual Account
as of the first Valuation Date of any given Contract/Certificate Year without
the imposition of a Surrender charge. We may waive Surrender charges in certain
instances. (See "Surrenders"). We also may deduct any applicable Premium Taxes
from the amounts You Surrender. A Participant may be subject to income tax and a
10% penalty tax if he or she is younger than 59 1/2 at the time of the full or
partial Surrender, and the full or partial Surrender may also be subject to
income tax withholding. (See "Federal Tax Considerations").
The Market Adjusted Value calculations reflect the relationship between the
interest rate on new deposits for this class of contracts on the date of
Surrender and the interest rate credited to amounts in Your Contract on the date
of Surrender. The Company has no specific formula for determining initial
interest rates or renewal interest rates. However, such determination will
generally reflect interest rates available on the types of debt instruments in
which the Company intends to invest the amounts invested in the Contract. In
addition, the Company's management may also consider various other factors in
determining these rates for a given period, including regulatory and tax
requirements; sales commission and administrative expenses borne by the Company;
general economic trends; and competitive factors. (See "Investments by the
Company".) It is possible that the amount You receive upon Surrender may be less
than Your Purchase Payments if interest rates increase. It is also possible that
if interest rates decrease, the amount You receive upon Surrender may be greater
than Your net Purchase Payments plus accrued interest. On the Maturity Date You
specified, the Company will make either a lump sum payment or start to pay a
series of payments based on the Annuity options You select. (See "Annuity
Period").
If a Participant dies before the Maturity Date, the Contract provides for a
death benefit which is the Cash Value of the Participant's Individual Account,
less any applicable Premium Tax as of the date We receive Due Proof of Death.
(See "Death Benefit".)
We will deduct any applicable Premium Taxes from Cash Value either upon death,
Surrender, annuitization, or at the time You make a Purchase Payment to the
Contract. (See "Surrenders Premium Taxes".)
The terms and conditions of the Plan govern what is available to Participants.
Participants should carefully consider the features of their employer's Plan,
which may be different from the Contract and Certificate described in this
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prospectus. In addition, certain features described in this prospectus may vary
from Your Contract because of differences in applicable state law.
We offer a variety of fixed and variable annuity contracts. They offer features,
including variable investment options, fees and/or charges that are different
from those described in this prospectus. Upon request, Your agent can provide
You with more information about those Contracts.
THE INSURANCE COMPANY
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MetLife Insurance Company of Connecticut is a stock insurance company chartered
in 1863 in the state of Connecticut and has been continuously engaged in the
insurance business since that time. It is licensed to conduct life insurance
business in all states of the United States, the District of Columbia, Puerto
Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. The Company is
a wholly-owned subsidiary of MetLife, Inc., a publicly traded company. MetLife,
Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers. Benefit amounts are paid from Our general account and are subject to
the financial strength and claims paying ability of the Company and Our long
term ability to make such payments. We issue other annuity contracts and life
insurance policies where We pay all money We owe under those contracts and
policies from Our general account. We are regulated as an insurance company
under state law, which includes, generally, limits on the amount and type of
investments in its general account. However, there is no guarantee that We will
be able to meet Our claims paying obligations; there are risks to purchasing any
insurance product. The Company's home office is located at 1300 Hall Boulevard,
Bloomfield, Connecticut 06002-2910.
THE CONTRACT
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APPLICATION AND PURCHASE PAYMENTS
You may purchase a Contract through an authorized agent. The agent will send
Your completed application or order to purchase, along with a minimum Purchase
Payment of at least $1,000 for the Contract and $20 for each Certificate to Us,
and We will determine whether to accept or reject Your application or order to
purchase. If We accept Your application or order to purchase, one of Our legally
authorized officers will prepare and execute a Contract within two business days
after We receive that application or order. We then will send the Contract to
You through Your sales representative.
We may:
- refuse to accept total Purchase Payments over $3 million;
- contact You or Your agent if the application or order form is not
properly completed; and/ or
- return Your entire application or order form and Purchase Payment
within thirty days if not properly completed.
We sell the Contract for use with certain qualified retirement Plans. Please be
aware that the Contract includes features such as tax deferral on accumulated
earnings. Qualified retirement Plans provide their own tax deferral benefit.
Please consult a tax adviser to determine whether this Contract is an
appropriate investment for You. See Appendix A for information concerning
qualified Plans.
You may make additional Purchase Payments of at least $1,000 ($20 per
Certificate) at any time before the Maturity Date. We will apply any subsequent
net Purchase Payment You make within two Business Days after We receive it.
We accept Purchase Payments made by check or cashier's check. We do not accept
cash, money orders or traveler's checks. We reserve the right to refuse Purchase
Payments made via a personal check in excess of $100,000. Purchase Payments over
$100,000 may be accepted in other forms, including but not limited to, EFT/wire
transfers, certified checks, corporate checks, and checks written on financial
institutions. The form in which We receive a Purchase Payment may determine how
soon subsequent disbursement requests may be fulfilled.
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PURCHASE PAYMENTS -- SECTION 403(B) PLAN
The Internal Revenue Service ("IRS") announced new regulations affecting Section
403(b) Plans and arrangements which are generally effective January 1, 2009. As
part of these regulations, employers will need to meet certain requirements in
order for their employees' annuity contracts that fund these programs to retain
a tax deferred status under Section 403(b). Prior to the new rules, transfers of
one annuity contract to another would not result in a loss of tax deferred
status under Section 403(b) under certain conditions (so-called "90-24
transfers"). The new regulations have the following effect regarding transfers:
(1) a newly issued contract funded by a transfer which is completed after
September 24, 2007, is subject to the employer requirements referred to above;
(2) additional purchase payments made after September 24, 2007, to a contract
that was funded by a 90-24 transfer on or before September 24, 2007, may subject
the contract to this new employer requirement.
In consideration of these regulations, We have determined to only make available
the Contract/Certificate for purchase (including transfers) where Your employer
currently permits salary reduction contributions to be made to the
Contract/Certificate.
If Your Contract/Certificate was issued previously as a result of a 90-24
transfer completed on or before September 24, 2007, and You have never made
salary reduction contributions into Your Contract/Certificate, We urge You to
consult with Your tax advisor prior to making additional Purchase Payments.
CIVIL UNIONS
Under the Internal Revenue Code ("Code"), spousal continuation and certain
distribution options are available only to a person who is defined as a "spouse"
under the federal Defense of Marriage Act or other applicable federal law. All
Contract provisions will be interpreted and administered in accordance with the
requirements of the Code. Therefore, under current federal law, a purchaser who
has or is contemplating a civil union or same-sex marriage should note that the
favorable tax treatment afforded under federal law would not be available to
such same-sex partner or same-sex spouse. Same-sex partners or spouses who own
or are considering the purchase of annuity products that provide benefits based
upon status as a spouse should consult a tax advisor.
THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN
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If You participate through a retirement Plan or other group arrangement, the
Contract may provide that all or some of Your rights or choices as described in
this prospectus are subject to the Plan's terms. For example, limitations on
Your rights may apply to Purchase Payments, withdrawals, transfers, loans, the
death benefit and pay-out options.
The Contract may provide that a Plan administrative fee will be paid by making a
withdrawal from the Contract/Certificate Cash Value. Also, the Contract may
require that You or Your Beneficiary obtain a signed authorization from Your
employer or Plan Administrator to exercise certain rights. We may rely on Your
employer's or Plan Administrator's statements to Us as to the terms of the Plan
or Your entitlement to any amounts. We are not a party to Your employer's
retirement Plan. We will not be responsible for determining what Your Plan says.
You should consult the Contract and Plan document to see how You may be
affected. If You are a Texas Optional Retirement Program Participant, please see
Appendix B for specific information which applies to You.
INTEREST PERIODS
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We deposit each net Purchase Payment (i.e., a Purchase Payment less any
applicable Premium Tax charge) in Our fixed account where We credit the payment
with interest daily at an effective annual interest rate between 1.0% and 3.0%
for allocated Contracts and 1.0% for unallocated Contracts, depending on
applicable states' statutory minimum requirements. We may, however, in Our sole
discretion, credit interest above the statutory minimum requirements. The actual
minimum interest rate for Your Contract will be on the Contract specifications
page. This rate will not change for the life of the Contract and will apply to
any Certificates issues under the Contract.
The amount of interest We credit to a particular net Purchase Payment varies
with that Purchase Payment's interest rate "period". We establish an interest
rate "period" for each net Purchase Payment, and guarantee that rate for twelve
months. At the end of that twelve-month Guarantee Period, We will determine and
credit a renewal interest
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rate. We guarantee that renewal rate until the end of the current calendar year.
After that, We will declare the second and all future renewal rates each
subsequent January 1 and guarantee such rates through December 31 of each year.
ESTABLISHMENT OF INTEREST RATES
When You purchase Your Contract, You will know the initial interest rate for
Your Purchase Payment. The Company has no specific formula for determining
interest rates in the future. The interest rates will be declared from time to
time as market conditions dictate. (See "Investments by the Company"). The
Company may consider various factors in determining interest rates for a given
period, including regulatory and tax requirements, sales commissions,
administrative expenses, general economic trends, and competitive factors. THE
COMPANY'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO ANY DECLARED
INTEREST RATES AND ANY INTEREST IN EXCESS OF THE MINIMUM INTEREST RATE ALLOWED
UNDER STATE LAW. THE COMPANY CANNOT PREDICT NOR GUARANTEE THE RATES OF ANY
FUTURE DECLARED INTEREST IN EXCESS OF THE MINIMUM RATE.
The Company will make the final determination as to interest rates to be
declared. We cannot predict nor can we guarantee future interest rates.
SURRENDERS
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There are two sets of rules when considering Surrenders or partial Surrenders
from Your Contract/Certificate. The first are rules and procedures that apply to
Surrenders and partial Surrenders under the Contract/Certificate; We discuss
these provisions in this prospectus. The second are rules specific to Your Plan.
Please consult Your Plan for information as to those provisions.
The Contract/Certificate allows You to make a full or partial Surrender by
Written Request before the Maturity Date, subject to the Surrender charges and
in some instances, adjusted market value calculations. In addition,
Participants, if so authorized, may make partial Surrenders. We may discontinue
the Contract or terminate a Participant's Individual Account under certain
circumstances.
We will determine Your Cash Surrender Value (or Cash Surrender Value in an
Individual Account) as of the next Valuation Date following Our receipt of a
Written Request by You or the Participant, if so authorized. We may defer
payment of any Surrender up to six months from the date We receive Your notice
of Surrender, or such lesser period if required by state law. State law requires
that if We defer payment for more than 30 days, We will pay the state required
annual interest rate on the amount that We defer.
For the purposes of processing partial Surrenders, We will take the amount
Surrendered from the most recent "period" first, and then from each subsequent
"period" in descending order on a last-in, first out basis. Upon request, We
will inform You of the amount payable upon a full or partial Surrender. Any full
or partial Surrender may be subject to ordinary income tax and, if a Participant
is younger than age 59 1/2 at the time of the full or partial Surrender, a 10%
penalty tax may apply. A full or partial Surrender may also be subject to income
tax withholding. A Participant may not be able to take partial Surrenders from
his or her Individual Account before age 59 1/2. A Participant should discuss
his or her options with a qualified tax advisor. (See "Federal Tax
Considerations".)
We may withhold payment of Cash Surrender Value or a Participant's loan proceeds
if any portion of those proceeds would be derived from a Contract Owner's check
that has not yet cleared (i.e., that could still be dishonored by Your banking
institution). We may use telephone, fax, internet or other means of
communication to verify that payment from the Contract Owner's check has been or
will be collected. We will not delay payment longer than necessary for Us to
verify that payment has been or will be collected. Contract Owners may avoid the
possibility of delay in the disbursement of proceeds coming from a check that
has not yet cleared by providing Us with a certified check.
TRANSFERS
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You may transfer amounts from the fixed account to products within Your Plan and
to Approved Products not issued by Us. If You transfer Cash Value to Approved
Products not issued by Us, Your transfers may not exceed 20% per
Contract/Certificate Year of the Cash Value in the fixed account valued on each
Contract/Certificate Year anniversary.
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We reserve the right to modify the amount available for transfer to Approved
Products and to products not issued by Us.
If amounts are transferred from this Contract/Certificate to Approved Products
not issued by Us, no transfers will be allowed directly into any Competing Fund,
unless it is a benefit responsive distribution.
Amounts previously transferred from this Contract/Certificate to an Approved
Product or Approved Product not issued by Us may not be transferred back into
this Contract/Certificate for a period of at least 3 months from the date of
transfer.
RESTRICTIONS ON FINANCIAL TRANSACTIONS
Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require Us to block a Contract Owner's ability to make
certain transactions and thereby refuse to accept any request for transfers,
withdrawals, Surrenders, or death benefits, until the instructions are received
from the appropriate regulator. We may also be required to provide additional
information about You and Your Contract to government regulators.
ACCOUNT REDUCTION LOANS
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We administer loan programs made available through Plans or group arrangements
on an account reduction basis if permitted by Your Plan. If the loan is in
default and has been reported to the IRS as income but not yet offset, loan
repayments will be posted as after-tax contributions. Loan amounts will be taken
from amounts that are vested according to Your Plan or group arrangement on a
pro-rata basis from the source(s) of money the Plan or group arrangement permits
to be borrowed (e.g., money contributed to the Plan or group arrangement through
salary reduction, elective deferrals, direct transfers, direct rollovers and
employer contributions), then, unless we are directed otherwise, on a pro-rata
basis from Your Contract's Cash Value and any other Plan funding vehicles (that
We have approved) in which You then have a balance consisting of these sources
of money. Loan repayment amounts will be posted back to the original money
sources used to make the loan, if the loan is in good standing at the time of
repayment. Loan repayments will be allocated on a pro-rata basis into the
Contract and other Plan funding vehicles according to Your allocation schedule
for future contributions. Loan repayment periods, repayment methods, interest
rate, default procedures, tax reporting and permitted minimum and maximum loan
amounts will be disclosed in the loan agreement documents. There may be
initiation and maintenance fees associated with these loans.
CHARGES AND DEDUCTIONS
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We will deduct the charges described below to cover Our costs and expenses, the
services provided, and Our risks assumed under the Contracts. We incur certain
costs and expenses for the distribution and administration of the Contract and
for providing the benefits payable thereunder. Our administrative services and
risks may include:
- processing applications for and issuing the Contracts and Certificates
thereunder;
- maintaining Contract Owner and Participant records;
- administering Annuity Payments;
- furnishing accounting services;
- reconciling and depositing cash receipts;
- providing Contract confirmations and periodic statements;
- providing toll-free inquiry services; and
- the risk that Our costs in providing the services will exceed Our
revenues from Contract charges (which cannot be changed).
9
The amount of the charge may not necessarily correspond to the costs associated
with providing the services or benefits stated in the Contract. We may realize a
profit on one or more of the charges, and may use any such profit for any
corporate purpose.
ACCOUNT REDUCTION LOAN FEES
We make available account reduction loans. If Your Plan or group of which You
are a Participant or member permits account reduction loans, and You take an
account reduction loan, there is a $75 account reduction loan initiation fee.
This fee is paid from the requested loan principal amount. There is also a $50
annual maintenance fee per loan outstanding. Either or both fees may be waived
for certain groups.
SURRENDER CHARGE
We do not assess front-end sales charges. We may, however, assess a Surrender
charge on full and partial Surrenders made before the end of the eighth
Contract/Certificate Year. The Surrender charge for an allocated Contract is
calculated based on the age of each Certificate. The Surrender charge for an
unallocated Contract is calculated based on the age of the Contract. The maximum
Surrender charge is computed as a percentage of the Cash Value being surrendered
and is as follows:
CHARGE AS A PERCENTAGE
CONTRACT/CERTIFICATE YEAR OF CASH VALUE
------------------------- ----------------------
1-2 5%
3-4 4%
5-6 3%
7 2%
8 1%
9+ 0%
We will not assess a Surrender charge on:
- transfers to Approved Products within Your Plan;
- distribution of a loan under the Plan;
- certain benefit distributions that become payable under the terms of a
Plan and other distributions including:
- retirement, death, or disability of a Participant (as defined by Code
section 72(m)(7));
- Separation from Service;
- hardship withdrawals as defined by the Code;
- return of Excess Plan Contributions;
- certain Plan expenses as mutually agreed upon between You and Us
- transfers to an employer stock fund as mutually agreed upon between
You and Us; and
- annuitization under this Contract.
- if the Market Adjusted Value is greater than the Cash Value of the
Contract as of the date of discontinuance, and You elect to receive
the Cash Value of the Contract in equal installments over a 5-year
period.
- withdrawals for required minimum distributions from qualified
Contracts in order to satisfy federal income tax rules or withdrawals
to avoid required federal income tax penalties. (This exception only
applies to amounts required to be distributed from this Contract.)
Unless payment of Surrender charges are provided in a different manner, We will
reduce Your requested distribution by any applicable Surrender charges.
10
In addition, for Contracts issued to tax deferred annuity Plans, deferred
compensation Plans or combined qualified Plans/tax deferred annuity Plans, We
may allow You or a Participant, if authorized, after the first
Contract/Certificate Year to take partial Surrenders annually of up to 10% of
the Cash Value in Your Account/Individual Account as of the first Valuation Date
of any given Contract/Certificate Year without the imposition of a Surrender
charge.
CONTRACT DISCONTINUATION AND MARKET ADJUSTED VALUE
Under certain circumstances, We may discontinue the Contract.
You may discontinue this Contract by Written Request at any time for any reason.
If the Contract is discontinued, any Certificates issued under the Contract will
be discontinued.
We reserve the right to discontinue this Contract if:
- the Cash Value of Your Contract is less than the termination amount
shown on Your Contract specifications page. We state a termination
amount on Your Contract specifications page. In general, this amount
is $2,000 of the Cash Value of a Participant's Individual Account (the
amount is $2,000 per account for an allocated Contract and $20,000 per
unallocated Contract). If the Cash Value in a Participant's Individual
Account is less than that stated termination amount, We reserve the
right to terminate that account and move the Cash Value of that
Participant's Individual Account to Your Account. We will move to Your
Account at Your direction any Cash Value to which a Participant is not
entitled under the Plan upon termination;
- We determine within Our sole discretion and judgment that the Plan or
administration of the Plan is not in conformity with applicable law;
or
- We receive notice that is satisfactory to Us of Plan Termination.
If You discontinue this Contract because of Plan Termination and the Plan
certifies to Us that the Plan Termination is the result of the dissolution or
liquidation of the employer under US Code Title 11 procedures, We will
distribute the Cash Surrender Value directly to the employees entitled to share
in such distributions in accordance with the Plan relating to Plan Termination.
Distribution may be in the form of cash payments, Annuity options, or deferred
annuities.
The following events will not trigger a Market Adjusted Value:
- retirement, death, or disability of a Participant (as defined by Code
section 72(m)(7));
- Separation from Service;
- hardship withdrawals as defined by the Code;
- return of Excess Plan Contributions;
- certain Plan expenses as mutually agreed upon between You and Us;
- transfers to an employer stock fund as mutually agreed upon between
You and Us;
- annuitization under this Contract;
- partial Surrenders;
- distribution of a loan under the Plan; and
- withdrawals for required minimum distributions from qualified
Contracts in order to satisfy federal income tax rules or withdrawals
to avoid required federal income tax penalties. (This exception only
applies to amounts required to be distributed from this Contract.)
However, if You discontinue this Contract for any other reason than the events
described immediately above or because of Our exercise of Our right to
discontinue the Contract, We will determine the Market Adjusted Value of the
Contract. The Market Adjusted Value is the current value as of the date of
discontinuance and reflects the relationship between the rate of interest
credited to funds on deposit under the Contract at the time of
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discontinuance to the rate of interest credited on new deposits for this class
of Contracts at the time of discontinuance. The Market Adjusted Value may be
greater than or less than the Cash Value of the Contract.
If the Market Adjusted Value is less than the Cash Value of Your Contract as of
the date of discontinuance, We will pay You Your choice of:
(a) the Market Adjusted Value, less any amounts deducted on Surrender, in
one lump sum within 60 days of the date of discontinuance; or
(b) the Cash Surrender Value of the Contract in equal installments over a
5-year period. We determine the amount deducted on Surrender, if any,
as of the date of discontinuance and will apply that amount to all
installment payments. We will credit interest to the remaining Cash
Value during this installment period at a fixed effective annual
interest rate of not less than the interest rate required under state
insurance law. We will make the first payment no later than 60 days
following Our mailing the written notice to You at the most current
address available on Our records. We will mail the remaining payments
on each anniversary of the discontinuance date for 4 years. Allowable
distributions shown of Your Contract specifications page are not
allowed during the 5-year installment period.
If the Market Adjusted Value is greater than the Cash Value of the Contract as
of the date of discontinuance, We will pay You Your Choice of:
(a) the Cash Surrender Value of the Contract within 60 days of the date of
discontinuance; or
(b) the Cash Value of the Contract in equal installments over a 5-year
period. We will credit interest on the remaining Cash Value of the
Contract during the installment period at a fixed annual rate of
interest of not less than the interest rate required under state
insurance law. We will make the first payment no later than 60 days
following Our mailing of the written notice to You at the most current
address available on Our records. We will mail the remaining payments
on each anniversary of the discontinuance date for 4 years. We do not
allow the allowable distributions shown on Your Contract
specifications page during the 5-year installment period.
MARKET ADJUSTED VALUE FORMULA
Payment on a full Surrender at Contract discontinuance may be adjusted up or
down by the application of the Market Adjusted Value calculation. The Market
Adjusted Value formula is:
MARKET ADJUSTED VALUE = CASH VALUE X (1+RO)(5) /(1+R1+.0025)(5)
Where:
RO is the average interest rate credited to amounts in the Contract on the date
of discontinuance, and
R1 is the interest rate on new deposits for this class of Contracts on the date
of discontinuance.
The Market Adjusted Value will increase the account value when the credited
rates on new deposits are more than 0.25% (0.0025) higher than the average
interest rate credited to the Contract. The Market Adjusted Value will decrease
the account value when the credited rates on new deposits are lower than the
average interest rate credited to the Contract, or less than 0.25% (0.0025)
higher.
EXAMPLE OF NEGATIVE MARKET ADJUSTED VALUE:
A negative Market Adjusted Value results when credited interest rates are higher
on new deposits than the average interest rate credited to the Contract.
Assume new deposits are crediting 4.50%, and the average interest rate credited
to the Contract is 4.00%. The Cash Value at the time of discontinuance is
$100,000.
The Market Adjusted Value would be
$96,470.95 = $100,000 * (1+0.04)(5) /(1+0.045+0.0025)(5)
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EXAMPLE OF POSITIVE MARKET ADJUSTED VALUE:
A positive Market Adjusted Value generally results when credited interest rates
are lower on new deposits than the average interest rate credited to the
Contract.
Assume new deposits are credited 4.50%, and the average interest rate credited
to the Contract is 5.00%. The Cash Value at the time of discontinuance is
$100,000.
The Market Adjusted Value would be
$101,199.03 = $100,000 * (1+0.05)(5) /(1+0.045+0.0025)(5)
PREMIUM TAXES
Certain state and local governments impose Premium Taxes. These taxes currently
range from 0% to 3.5%, depending upon the jurisdiction. The Company is
responsible for paying these taxes and will determine the method used to recover
Premium Tax expenses incurred. The Company may deduct any applicable Premium
Taxes from the Cash Value either upon death, Surrender, annuitization, or at the
time the Purchase Payment is made to the Contract, but no earlier than when the
Company has a tax liability under state law.
REDUCTIONS OF CHARGES
We may reduce or eliminate certain charges or alter the manner in which the
particular charge is deducted. Generally, these types of changes will be based
on anticipated lower sales expenses or fewer sales services due to:
- the size of the group participating in the Contract;
- an existing relationship to the Contract Owner;
- use of mass enrollment procedures; or
- performance of sales functions by a third party which We would
otherwise perform.
Please see Your Contract for any reduction of charges provisions applicable to
You.
DEATH BENEFIT
--------------------------------------------------------------------------------
If applicable under Your Plan, We may pay a death benefit in a single sum to the
Beneficiary if a Participant dies before the Maturity Date. We also may pay a
death benefit under certain circumstances if the Annuitant dies on or after the
Maturity Date.
The death benefit before the Maturity Date equals the Cash Value of a
Participant's Individual Account less any applicable Premium Tax as of the date
We receive Due Proof of Death. If the Annuitant dies on or after the Maturity
Date, the death benefit will consist of any benefit remaining under the Annuity
option then in effect.
We will pay interest on death proceeds of a Participant's Individual Account in
accordance with regulations in effect by the state whose laws apply to the
Contract.
DISTRIBUTION RULES
The distributions required by federal tax law differ for qualified Plans
depending on the type of Plan. Upon receipt of Due Proof of Death, the
Beneficiary will instruct Us how to treat the proceeds, subject to the
distribution rules discussed below.
In general, the Beneficiary will receive any remaining contractual benefits upon
the death of the Participant. The Beneficiary may receive the remaining benefits
in one sum, including either by check, by placing the amount in an account that
earns interest, or by any other method of payment that provides the Beneficiary
with immediate and full access to the proceeds, or under other settlement
options that we may make available. If the Participant dies after any mandatory
distribution has begun but before his or her entire interest has been
distributed, the remaining interest
13
must be paid out at least as rapidly as it was being paid out under the method
of payment in effect at the time of death. If the Participant dies before the
distribution of his or her entire interest has begun, the entire interest must
be distributed within five years after the Participant's death or an Annuity
payable over no longer than life or life expectancy must be distributed to an
elected Beneficiary starting within one year of the Participant's death. A
spousal designated Beneficiary may elect to defer distributions until the
Participant would have attained the age of 70 1/2.
Please see Your Contract and Your tax adviser for more information.
TOTAL CONTROL ACCOUNT
If Your Contract was issued in connection with a 403(b) Plan, Your Beneficiary
may elect to have the Contract's death benefit proceeds paid through a
settlement option called the Total Control Account. The Total Control Account is
an interest-bearing account through which the Beneficiary has immediate and full
access to the proceeds, with unlimited draft writing privileges. We credit
interest to the account at a rate that will not be less than a guaranteed
minimum annual effective rate.
Assets backing the Total Control Accounts are maintained in Our general account
and are subject to the claims of Our creditors. We will bear the investment
experience of such assets; however, regardless of the investment experience of
such assets, the interest credited to the Total Control Account will never fall
below the applicable guaranteed minimum annual effective rate. Because We bear
the investment experience of the assets backing the Total Control Account, We
may receive a profit from these assets. The Total Control Account is not insured
by the FDIC or any other governmental agency.
ANNUITY PERIOD
--------------------------------------------------------------------------------
ELECTION OF MATURITY DATE AND SETTLEMENT OPTIONS
You can select a Maturity Date when You apply for the Contract and/or when We
issue a Certificate.
You may elect to have all or a portion of the Cash Surrender Value of an
Individual Account paid in a lump sum, or You may elect to have Your Cash
Surrender Value or a portion thereof, distributed under any of the Annuity
options described below. In addition, any amount payable from the Contract may
be applied to an Annuity option. A Participant, if authorized, may apply any
proceeds payable from his or her Individual Account to an Annuity option.
To elect an Annuity option, You must send a Written Request to Our Home Office
at least 30 days before such election is to become effective. If no option is
elected for Qualified Contracts, We will apply the Cash Surrender Value to
option 4 to provide a Joint and Last Survivor Life Annuity.
You must provide Us with the following information when You elect an Annuity
option:
- the Participant's name, address, date of birth, and social security
number;
- the amount to be distributed in the form of an Annuity option;
- the Annuity option which is to be purchased;
- the date the Annuity option payments are to begin;
- if the form of the Annuity provides a death benefit in the event of
the Participant's death, the name, relationship, and address of the
Beneficiary as designated by You; and
- any other data We may require.
MISSTATEMENT
We may require proof of age of the Contract Owner, Beneficiary or Annuitant
before making any payments under this Contract that are measured by the Contract
Owner's, Beneficiary's or Annuitant's life. If the age of the measuring life has
been misstated, the amount payable will be the amount that would have been
provided at the correct age.
14
Once Annuity Payments have begun, the amount of any overpayments or
underpayments will be deducted from or added to the payment or payments made
after the adjustment. In certain states, We are required to pay interest on any
underpayments.
CHANGE OF MATURITY DATE OR ANNUITY OPTION
You may change the Maturity Date at any time as long as such change is made in
writing and is received by Us at least 30 days before the scheduled Maturity
Date is scheduled to become effective. Once an annuity option has begun, it may
not be changed.
ANNUITY OPTIONS
You or a Participant, if authorized, may elect any one of the following Annuity
options. Annuity Payments may be available on a monthly, quarterly, semiannual,
or annual basis. The minimum amount that may be applied to Annuity options is
$2,000 unless We consent to a smaller amount. If any periodic payments due are
less than $100, We reserve the right to make payments at less frequent
intervals. Where required by state law or under a qualified retirement Plan, sex
will not be taken into account in calculating Annuity Payments. Annuity rates
will not be less than the rates guaranteed by the Contract at the time of
purchase. Due to underwriting, administrative or Code considerations, the choice
of percentage reduction and/or the duration of the guarantee period may be
limited.
We use the Life Annuity Tables to determine the first monthly payment. They show
the dollar amount of the first monthly Annuity Payment which can be purchased
with each $1,000 applied. The amount applied to an Annuity will be the Cash
Surrender Value attributable to a Participant's Individual Account as of 14 days
before the Maturity Date. We reserve the right to require satisfactory proof of
age of any person on whose life We base Annuity Payments before making the first
payment under any of these options.
Any Cash Surrender Value We apply to an Annuity option will provide payments at
least equal to those provided if the same amount was applied to purchase a
single premium immediate Annuity We offer at that time for the same class of
Contracts. If it would produce a larger payment, We agree that We will determine
the Annuity Payment using the Life Annuity Tables in effect on the Maturity
Date.
As provided in Your Contract, We may adjust the age used to determine Annuity
Payments, and We may deduct Premium Taxes from Annuity Payments.
Option 1 -- Life Annuity -- NO REFUND: The Company will make Annuity Payments
during the lifetime of the Annuitant ending with the last payment before death.
This option offers the maximum periodic payment, since there is no assurance of
a minimum number of payments or provision for a death benefit for Beneficiaries.
Option 2 -- Life Annuity With 120, 180, or 240 Monthly Payments Assured: The
Company will make monthly Annuity Payments during the lifetime of the Annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180, or 240 months as elected, We will continue making
payments to the Beneficiary during the remainder of the period.
Option 3 -- Joint And Last Survivor Life Annuity: The Company will make Annuity
Payments during the joint lifetime of the Annuitant and a second person. On the
death of either person, We will continue making payments to the survivor. No
further payments will be made following the death of the survivor.
Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee: The Company will make monthly Annuity Payments during the joint
lifetime of two persons on whose lives We base the payments. We will designate
one of the two persons as the primary payee. We will designate the other person
as the secondary payee. On the death of the secondary payee, if survived by the
primary payee, We will continue to make monthly Annuity Payments to the primary
payee in the same amount that would have been payable during the joint lifetime
of the two persons.
On the death of the primary payee, if survived by the secondary payee, We will
continue to make monthly Annuity Payments to the secondary payee in an amount
equal to 50% of the payments, which would have been made during the lifetime of
the primary payee.
No further payments will be made following the death of the survivor.
15
Option 5 -- Payments For A Fixed Period: The Company will make monthly payments
for the period selected. If at the death of the Annuitant payments have been
made for less than the period selected, the Company will continue to make
payments to the Beneficiary during the remainder of that period. Please note
that Option 5 may not satisfy minimum required distribution rules for Qualified
Contracts. Consult a tax advisor before electing this option.
Option 6 -- Other Annuity Options: The Company will make other arrangements for
Annuity Payments as may be mutually agreed upon by You and Us.
ANNUITY PAYMENT
The first payment under any Annuity option will be made on the Maturity Date.
Subsequent payments will be made in accordance with the manner of payment
selected and are based on the first payment date.
The option elected must result in a payment at least equal to the minimum
payment amount according to Company rules then in effect. If at any time
payments are less than the minimum payment amount, the Company has the right to
change the frequency to an interval resulting in a payment at least equal to the
minimum. If any amount due is less than the minimum per year, the Company may
make other arrangements that are equitable to the Annuitant.
Once Annuity Payments have begun, no surrender of the annuity benefit can be
made for the purpose of receiving a lump-sum settlement.
DEATH OF ANNUITANT AFTER THE MATURITY DATE
If the Annuitant dies after the Maturity Date, any amount payable as a death
benefit will be distributed at least as rapidly as under the method of
distribution in effect.
INVESTMENTS BY THE COMPANY
--------------------------------------------------------------------------------
We must invest Our assets according to applicable state laws regarding the
nature, quality and diversification of investments that may be made by life
insurance companies. In general, these laws permit investments, within specified
limits and subject to certain qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments.
In establishing interest rates, the Company will consider the yields on fixed
income securities that are part of the Company's current investment strategy for
the Contracts at the time that the interest rates are established. (See
"Establishment of Interest Rates".) The current investment strategy for the
Contracts is to invest in fixed income securities, including public bonds,
privately placed bonds, and mortgages, some of which may be zero coupon
securities. While this generally describes our investment strategy, We are not
obligated to follow any particular strategy except as may be required by federal
and state laws.
ANNUAL STATEMENT
--------------------------------------------------------------------------------
At the end of each calendar year, You will receive a statement that will show:
- Your Cash Value as of the end of the preceding year;
- all transactions regarding Your Contract during the year;
- Your Cash Value at the end of the current year; and
- the interest credited to Your Contract.
16
AMENDMENT OF THE CONTRACTS
--------------------------------------------------------------------------------
We reserve the right to amend the Contracts to comply with applicable federal or
state laws or regulations. We will notify You in writing of any such amendments.
DISTRIBUTION OF THE CONTRACTS
--------------------------------------------------------------------------------
DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT
The Company has appointed MetLife Investors Distribution Company ("MLIDC") to
serve as the principal underwriter and distributor of the securities offered
through this prospectus, pursuant to the terms of a Distribution and Principal
Underwriting Agreement. MLIDC, which is an affiliate of the Company, also acts
as the principal underwriter and distributor of other annuity contracts and
variable annuity contracts and variable life insurance policies issued by the
Company and its affiliated companies. The Company reimburses MLIDC for expenses
MLIDC incurs in distributing the Contracts (e.g. commissions payable to retail
broker-dealers who sell the Contracts). MLIDC does not retain any fees under the
Contracts. MLIDC's principal executive offices are located at 5 Park Plaza,
Suite 1900, Irvine, CA 92614.
MLIDC is registered as a broker-dealer with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as well as the
securities commissions in the states in which it operates, and is a member of
the Financial Industry Regulatory Authority ("FINRA"). FINRA provides background
information about broker-dealers and their registered representatives through
FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline 1-800-289-9999,
or log on to www.finra.org. An investor brochure that includes information
describing FINRA BrokerCheck is available through the Hotline or on-line.
MLIDC and the Company enter into selling agreements with affiliated and
unaffiliated broker-dealers who are registered with the SEC and are members of
FINRA, and with entities that may offer the Contracts but are exempt from
registration. Applications for the Contract are solicited by registered
representatives who are associated persons of such affiliated or unaffiliated
broker-dealer firms. Such representatives act as appointed agents of the Company
under applicable state insurance law and must be licensed to sell variable
insurance products. The Company intends to offer the Contract in all
jurisdictions where it is licensed to do business and where the Contract is
approved. The Contracts are offered on a continuous basis.
COMPENSATION
Broker-dealers who have selling agreements with MLIDC and the Company are paid
compensation for the promotion and sale of the Contracts. Registered
representatives who solicit sales of the Contract typically receive a portion of
the compensation payable to the broker-dealer firm. The amount the registered
representative receives depends on the agreement between the firm and the
registered representative. This agreement may also provide for the payment of
other types of cash and non-cash compensation and other benefits. A broker-
dealer firm or registered representative of a firm may receive different
compensation for selling one product over another and/or may be inclined to
favor one product provider over another product provider due to differing
compensation rates.
We generally pay compensation as a percentage of Purchase Payments invested in
the Contract. Alternatively, We may pay lower compensation on Purchase Payments
but pay periodic asset-based compensation based on all or a portion of the
Contract Value. The amount and timing of compensation may vary depending on the
selling agreement but is not expected to exceed 6% of Purchase Payments (if up-
front compensation is paid to registered representatives).
The Company and MLIDC have also entered into preferred distribution arrangements
with certain broker-dealer firms. These arrangements are sometimes called "shelf
space" arrangements. Under these arrangements, the Company and MLIDC pay
separate, additional compensation to the broker-dealer firm for services the
broker-dealer provides in connection with the distribution of the Company's
products. These services may include providing the Company with access to the
distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel, the sponsoring of conferences and seminars by
the broker-dealer, or general marketing services performed by the
17
broker-dealer. The broker-dealer may also provide other services or incur other
costs in connection with distributing the Company's products.
These preferred distribution arrangements will not be offered to all broker-
dealer firms and the terms of such arrangements may differ between broker-dealer
firms. Compensation payable under such arrangements may be based on aggregate,
net or anticipated sales of the Contracts, total assets attributable to sales of
the Contract by registered representatives of the broker-dealer firm or based on
the length of time that a Contract Owner has owned the Contract. Any such
compensation payable to a broker-dealer firm will be made by MLIDC or the
Company out of their own assets and will not result in any additional direct
charge to You. Such compensation may cause the broker-dealer firm and its
registered representatives to favor the Company's products. The Company and
MLIDC have entered into preferred distribution arrangements with their affiliate
Tower Square Securities, Inc. as well as with unaffiliated broker-dealer firms.
The Company may enter into similar arrangements with its other affiliates
MetLife Securities, Inc., Walnut Street Securities, Inc. and New England
Securities Corporation. A list of unaffiliated broker-dealer firms which have
entered into such arrangements is on Our website.
SALE OF THE CONTRACTS BY AFFILIATES OF THE COMPANY
The Company and MLIDC may offer the Contracts through retail broker-dealer firms
that are affiliates of the Company, including Tower Square Securities, Inc.,
MetLife Securities, Inc., Walnut Street Securities, Inc. and New England
Securities Corporation. The compensation paid to affiliated broker-dealer firms
for sales of the Contracts is generally not expected to exceed, on a present
value basis, the percentages described above. These broker-dealer firms pay
their registered representatives all or a portion of the commissions received
for their sales of Contracts; some firms may retain a portion of commissions.
The amount the broker-dealer firms pass on to their registered representatives
is determined in accordance with their internal compensation programs. These
programs may also include other types of cash compensation, such as bonuses,
equity awards (such as stock options), training allowances, supplementary
salary, financing arrangements, marketing support, medical and other insurance
benefits, retirement benefits, non-qualified deferred compensation contract
values, and other benefits. For registered representatives of certain
affiliates, the amount of this additional cash compensation is based primarily
on the amount of proprietary products sold and serviced by the representative.
Proprietary products are those issued by the Company or its affiliates. The
managers who supervise these registered representatives may also be entitled to
additional cash compensation based on the sale of proprietary products by their
representatives. Because the additional cash compensation paid to these
registered representatives and their managers is primarily based on sales of
proprietary products, these registered representatives and their managers have
an incentive to favor the sale of proprietary products over other products
issued by non-affiliates.
The Contracts are also sold through Metropolitan Life Insurance Company
("MetLife", an affiliate of the Company) licensed sales representatives who are
associated with MetLife Securities, Inc. MetLife registered representatives
receive cash payments for the products they sell and service based upon a 'gross
dealer concession' model. The cash payment is equal to a percentage of the gross
dealer concession. For MetLife registered representatives other than those in
Our MetLife Resources (MLR) Division, the percentage is determined by a formula
that takes into consideration the amount of premiums and Purchase Payments
applied to proprietary products that the registered representative sells and
services. The percentage could be as high as 100%. (MLR registered
representatives receive compensation based upon premiums and Purchase Payments
applied to all products sold and serviced by the representative.) In addition,
all MetLife registered representatives are entitled to the additional
compensation described above based on sales of proprietary products. Because
sales of proprietary products are a factor determining the percentage of gross
dealer concession and/or the amount of additional compensation to which MetLife
registered representatives are entitled, they have an incentive to favor the
sale of proprietary products. In addition, because their sales managers'
compensation is based on the sales made by the representatives they supervise,
these sales managers also have an incentive to favor the sale of proprietary
products.
The Company's affiliates also offer their registered representatives and their
managers non-cash compensation incentives, such as conferences, trips, prizes
and awards. Other non-cash compensation payments may be made for other services
that are not directly related to the sale of products. These payments may
include support services in the form of recruitment and training of personnel,
production of promotional materials and similar services.
From time to time, MetLife pays organizations, associations and non-profit
organizations fees to sponsor the Company's annuity contracts. MetLife may also
obtain access to an organization's members to market Our annuity contracts.
These organizations are compensated for their sponsorship of Our annuity
contracts in various ways.
18
Primarily, they receive a flat fee from MetLife. MetLife also compensates these
organizations by funding their programs, scholarships, events or awards, such as
a principal of the year award. MetLife may also lease their office space or pay
fees for display space at their events, purchase advertisements in their
publications or reimburse or defray their expenses. In some cases, MetLife hires
organizations to perform administrative services for Us, for which they are paid
a fee based upon a percentage of the account balances their members hold in the
Contract. MetLife also may retain finders and consultants to introduce MetLife
to potential clients and for establishing and maintaining relationships between
MetLife and various organizations. The finders and consultants are primarily
paid flat fees and may be reimbursed for their expenses. MetLife or Our
affiliates may also pay duly licensed individuals associated with these
organizations cash compensation for the sales of the Contracts.
FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------
The following information on taxes is a general discussion of the subject. It is
not intended as tax advice. The Code is complex and subject to change regularly.
Failure to comply with the tax law may result in significant adverse tax
consequences and IRS penalties. Consult Your own tax advisor about Your
circumstances, any recent tax developments, and the impact of state income
taxation. For purposes of this section, We address Contracts and Annuity
Payments under the Contracts together.
You should read the general provisions and any sections relating to Your type of
annuity to familiarize Yourself with some of the tax rules for Your particular
Contract.
You are responsible for determining whether Your purchase of a Contract,
withdrawals, Annuity Payments and any other transactions under Your Contract
satisfy applicable tax law. We are not responsible for determining if Your
employer's Plan or arrangement satisfies the requirements of the Code and/or
ERISA.
Where otherwise permitted under the Contract, the transfer of ownership of a
Contract, the designation or change in designation of an Annuitant, payee or
other Beneficiary who is not also a Contract Owner, the selection of certain
Maturity Dates, the exchange of a Contract, or the receipt of a Contract in an
exchange, may result in income tax and other tax consequences, including
additional withholding, estate tax, gift tax and generation skipping transfer
tax, that are not discussed in this prospectus. Please consult Your tax advisor.
ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS. Purchasers
that are not U.S. citizens or residents will generally be subject to U.S.
federal withholding tax on taxable distributions from Annuity contracts at a 30%
rate, unless a lower treaty rate applies. In addition, purchasers may be subject
to state and/or municipal taxes and taxes that may be imposed by the purchaser's
country of citizenship or residence. Prospective purchasers are advised to
consult with a qualified tax advisor regarding U.S. state and foreign taxation
with respect to purchasing an Annuity Contract.
GENERAL
Contracts are a means of setting aside money for future needs-usually
retirement. Congress recognizes how important saving for retirement is and has
provided special rules in the Code.
All tax-sheltered annuities ("TSAs"), 403(a), 457(b), Keoghs and 401(k) Plans
receive tax deferral under the Code. Although there are no additional tax
benefits by funding such retirement arrangements with an Annuity, doing so
offers You additional insurance benefits such as the availability of a
guaranteed income for life.
Under current federal income tax law, the taxable portion of distributions and
withdrawals from Annuity contracts (including TSAs, 457(b), 403(a), Keoghs and
401(k)s) are subject to ordinary income tax and are not eligible for the lower
tax rates that apply to long term capital gains and qualifying dividends.
WITHDRAWALS
When money is withdrawn from Your Contract (whether by You or Your Beneficiary),
the amount treated as taxable income and taxed as ordinary income differs
depending on the type of Annuity You purchase (e.g., 457(b) or TSA) and payment
method or Annuity option type You elect. If You meet certain requirements, Your
designated Roth earnings are free from federal income taxes.
19
We will withhold a portion of the amount of Your withdrawal for income taxes,
unless You are eligible to and elect otherwise. The amount We withhold is
determined by the Code.
WITHDRAWALS BEFORE AGE 59 1/2
Because these products are intended for retirement, if You make a taxable
withdrawal before age 59 1/2 You may incur a 10% tax penalty, in addition to
ordinary income taxes.
As indicated in the chart below, some taxable distributions prior to age 59 1/2
are exempt from the penalty. Some of these exceptions include amounts received:
--------------------------
TYPE OF CONTRACT
--------------------------------------------------------------------------------------
KEOGH,
401(A),
403(B) 401(K) 457(B)-
-TSA 403(A) (2)
--------------------------------------------------------------------------------------
In a series of substantially equal payments made annually
(or more frequently) for life or life expectancy (SEPP) X(1) X(1) X(1)
--------------------------------------------------------------------------------------
After You die X X X
--------------------------------------------------------------------------------------
After You become totally disabled (as defined in the Code) X X X
--------------------------------------------------------------------------------------
To pay deductible medical expenses X X X
--------------------------------------------------------------------------------------
After Separation from service if You are over 55 at time of
separation(1) X X X
--------------------------------------------------------------------------------------
After December 31, 1999 for IRS levies X X X
--------------------------------------------------------------------------------------
To pay medical insurance premiums if You are unemployed
--------------------------------------------------------------------------------------
For qualified higher education expenses
--------------------------------------------------------------------------------------
For qualified first time home purchases up to $10,000
--------------------------------------------------------------------------------------
Pursuant to qualified domestic relations orders X X X
--------------------------------------------------------------------------------------
1. You must be separated from service at the time payments begin.
2. Distributions from 457(b) Plans are generally not subject to the 10%
penalty. However, it does apply to distributions from 457(b) Plans of
employers which are state or local governments to the extent that the
distribution is attributable to rollovers accepted from other types of
eligible retirement Plans.
SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ("SEPP")
If You receive systematic payments that You intend to qualify for the SEPP
exception, any modifications (except due to death or disability) to Your payment
before age 59 1/2 or within five years after beginning SEPP payments, whichever
is later, will result in the retroactive imposition of the 10% penalty with
interest. Such modification may include additional Purchase Payments or
withdrawals (including tax-free transfers or rollovers of Annuity Payments) from
Your contract. Consult Your tax advisor.
PURCHASE PAYMENTS
Generally, all Purchase Payments will be contributed on a "before-tax" basis.
This means that the Purchase Payments entitle You to a tax deduction or are not
subject to current income tax.
Under some circumstances "after-tax" Purchase Payments can be made to certain
Annuities. These Purchase Payments do not reduce Your taxable income or give You
a tax deduction.
There are different annual Purchase Payments limits for the annuities offered in
this prospectus. Purchase Payments in excess of the limits may result in adverse
tax consequences.
Your Contract may accept certain direct transfers and rollovers from other
qualified Plan accounts and contracts; such transfers and rollovers are
generally not subject to annual limitations on Purchase Payments.
20
WITHDRAWALS, TRANSFERS AND ANNUITY PAYMENTS
Because Your Purchase Payments are generally on a before-tax basis, You
generally pay income taxes on the full amount of money You withdraw as well as
income earned under the Contract. Withdrawals and Annuity Payments attributable
to any after-tax contributions are not subject to income tax (except for the
portion of the withdrawal or payment allocable to earnings).
If certain requirements are met, You may be able to transfer amounts in Your
Contract to another eligible retirement Plan or individual retirement Annuity.
For 457(b) Plans maintained by non-governmental employers, if certain conditions
are met, amounts may be transferred into another 457(b) Plan maintained by a
non-governmental employer.
Your Contract is not forfeitable (e.g., not subject to claims of Your creditors)
and You may not transfer it to someone else. For certain qualified employer
Plans, an important exception is that Your account may be transferred pursuant
to a qualified domestic relations order (QDRO).
Please consult the specific section for the type of Annuity You purchased to
determine if there are restrictions on withdrawals, transfers or Annuity
Payments.
Minimum distribution requirements also apply to the Contracts. These are
described separately later in this section.
Certain mandatory distributions made to Participants in an amount in excess of
$1,000 (but less than $5,000) must be automatically rolled over to an individual
retirement Annuity designated by the Plan, unless the Participant elects to
receive it in cash or roll it over to a different individual retirement Annuity
or eligible retirement Plan.
ELIGIBLE ROLLOVER DISTRIBUTIONS AND 20% MANDATORY WITHHOLDING
For certain qualified employer Plans, we are required to withhold 20% of the
taxable portion of Your withdrawal that constitutes an "eligible rollover
distribution" for federal income taxes. We are not required to withhold this
money if You direct Us, the trustee or the custodian of the Plan, to directly
rollover Your eligible rollover distribution to a traditional individual
retirement Annuity or another eligible retirement Plan.
Generally, an "eligible rollover distribution" is any taxable amount You receive
from Your Contract. (In certain cases, after-tax amounts may also be considered
eligible rollover distributions). However, it does not include taxable
distributions such as:
- Withdrawals made to satisfy minimum distribution requirements
- Certain withdrawals on account of financial hardship
Other exceptions to the definition of eligible rollover distribution may exist.
For taxable withdrawals that are not "eligible rollover distributions," the Code
requires different withholding rules. The withholding amounts are determined at
the time of payment. In certain instances, You may elect out of these
withholding requirements. You may be subject to the 10% penalty tax if You
withdraw taxable money before You turn age 59 1/2.
MINIMUM DISTRIBUTION REQUIREMENTS
Generally, You must begin receiving retirement plan withdrawals by April 1 of
the latter of:
- the calendar year following the year in which You reach age 70 1/2 or
- the calendar year following the calendar year You retire, provided You
do not own 5% or more of your employer.
For after-death required minimum distributions ("RMD"), the five year rule is
applied without regard to calendar year 2009 due to the 2009 RMD waiver. For
instance, for a Contract Owner who died in 2007, the five year period would end
in 2013 instead of 2012. The RMD rules are complex, so consult with Your tax
advisor because the application of these rules to Your particular circumstances
may have been impacted by the 2009 RMD waiver.
21
In general the amount of required minimum distribution (including death benefit
distributions discussed below) must be calculated separately with respect to
each 403(b) arrangement, but then the aggregate amount of the required
distribution may be taken under the tax law from any one or more of the
Participant's several 403(b) arrangements. Otherwise, You may not satisfy
minimum distributions for an employer's qualified Plan (i.e., 401(a), 403(a),
457(b)) with distributions from another qualified Plan of the same or a
different employer.
Complex rules apply to the calculation of these withdrawals. A tax penalty of
50% applies to withdrawals which should have been taken but were not. Consult
Your tax advisor prior to choosing an Annuity option.
You may not satisfy minimum distributions for one type of individual Plan with
distributions from an account or annuity contract under another type of
qualified Plan (e.g. individual retirement Annuity and 403(b)).
In general, income tax regulations permit income payments to increase with
respect to actuarial gains. Additionally, these regulations permit payments
under immediate annuities to increase due to a full withdrawal or to a partial
withdrawal under certain circumstances.
The regulations also require that the value of benefits under a Contract,
including certain death benefits in excess of Cash Value, must be added to the
amount credited to Your account in computing the amount required to be
distributed over the applicable period. You should consult Your own tax advisor
as to how these rules affect Your own Contract. We will provide You with
additional information regarding the amount that is subject to minimum
distribution under this rule.
If You intend to receive Your minimum distributions which are payable over the
joint lives of You and a Beneficiary who is not Your spouse (or over a period
not exceeding the joint life expectancy of You and Your non-spousal
beneficiary), be advised that federal tax rules may require that payments be
made over a shorter period or may require that payments to the Beneficiary be
reduced after Your death to meet the minimum distribution incidental benefit
rules and avoid the 50% excise tax. Consult Your tax advisor.
DEATH BENEFITS
The death benefit is taxable to the recipient in the same manner as if paid to
the Contract Owner (under the rules for withdrawals or income payments,
whichever is applicable).
Generally, if You die before required minimum distribution withdrawals have
begun, We must make payment of Your entire interest by December 31st of the year
that is the fifth anniversary of Your death or begin making payments over a
period and in a manner allowed by the Code to Your Beneficiary by December 31st
of the year after Your death. Consult Your tax advisor because the application
of these rules to Your particular circumstances may have been impacted by the
2009 RMD waiver (see Minimum Distribution Requirements section for additional
information).
If Your spouse is Your Beneficiary, and Your Contract permits, Your spouse may
delay the start of these payments until December 31 of the year in which You
would have reached age 70 1/2.
If Your spouse is Your Beneficiary, Your spouse may also be able to rollover the
death proceeds into another eligible retirement Plan in which he or she
participates, if permitted under the receiving Plan.
Under federal tax rules, a same-sex spouse is treated as a non-spouse
beneficiary.
If Your spouse is not Your Beneficiary and Your Contract permits, Your
Beneficiary may also be able to rollover the death proceeds via a direct
trustee-to-trustee transfer into an inherited individual retirement Annuity.
However, such Beneficiary may not treat the inherited individual retirement
Annuity as his or her own individual retirement Annuity. Certain employer Plans
(i.e. 401(a), 403(a), 403(b), and governmental 457 Plans) are required to permit
a non-spouse direct trustee-to-trustee rollover.
If You die after required distributions begin, payments of Your entire remaining
interest must be made in a manner and over a period as provided under the Code
(and any applicable regulations).
If an individual retirement Annuity Contract is issued in Your name after Your
death for the benefit of Your designated Beneficiary with a Purchase Payment
which is directly transferred to the Contract from another individual retirement
annuity or eligible retirement Plan, the death benefit must continue to be
distributed to Your Beneficiary's Beneficiary in a manner at least as rapidly as
the method of distribution in effect at the time of your Beneficiary's death.
22
INCIDENTAL BENEFITS
Certain death benefits may be considered incidental benefits under a tax
qualified Plan, which are limited under the Code. Failure to satisfy these
limitations may have adverse tax consequences to the Plan and to the
Participant.
Where otherwise permitted to be offered under Annuity contracts issued in
connection with qualified Plans, the amount of life insurance is limited under
the incidental death benefit rules. You should consult your own tax advisor
prior to purchase of the Contract under any type of 403(b) arrangement or
qualified Plan as a violation of these requirements could result in adverse tax
consequences to the Plan and to the Participant including current taxation of
amounts under the Contract.
TAX-SHELTERED ANNUITIES (ERISA AND NON-ERISA) -- 403(B)
GENERAL
Tax Sheltered Annuities fall under Section 403(b) of the Code ("403(b)
arrangements"), which provides certain tax benefits to eligible employees of
public school systems and organizations that are tax exempt under Section
501(c)(3) of the Code.
In general contributions to 403(b) arrangements are subject to contribution
limitations under Section 415(c) of the Code (the lesser of 100% of includable
compensation or the applicable limit for the year).
On July 26, 2007, final 403(b) regulations were issued by the U.S. Treasury
which impact how we administer Your 403(b) Contract. In order to satisfy the
403(b) final regulations and prevent Your Contract from being subject to adverse
tax consequences including potential penalties, contract exchanges after
September 24, 2007 must, at minimum, meet the following requirements: (1) the
Plan must allow the exchange, (2) the exchange must not result in a reduction in
the Participant or Beneficiary's accumulated benefit, (3) the receiving contract
includes distribution restrictions that are no less stringent that those imposed
on the contract being exchanged, and (4) the employer enters into an agreement
with the issuer of the receiving contract to provide information to enable the
contract provider to comply with Code requirements. Such information would
include details concerning severance from employment, hardship withdrawals,
loans and tax basis. You should consult Your tax or legal counsel for any advice
relating to contract exchanges or any other matter relating to these
regulations.
WITHDRAWALS AND INCOME PAYMENTS
If You are under 59 1/2, You generally cannot withdraw money from Your TSA
Contract unless the withdrawal:
- Relates to Purchase Payments made prior to 1989 (and pre-1989 earnings
on those Purchase Payments);
- Is directly transferred to another permissible investment under 403(b)
arrangements;
- Relates to amounts that are not salary reduction elective deferrals if
Your Plan allows it;
- Occurs after You die, leave Your job or become disabled (as defined by
the Code);
- Is for financial hardship (but only to the extent of Purchase
Payments) if Your Plan allows it;
- Relates to distributions attributable to certain TSA Plan terminations
if the conditions of the new income tax regulations are met;
- Relates to rollover or after-tax contributions; or
- Is for the purchase of permissive service credit under a governmental
defined benefit plan.
Recent income tax regulations also provide certain new restrictions on
withdrawals of amounts from tax sheltered annuities that are not attributable to
salary reduction contributions. Under these regulations, a Section 403(b)
Contract is permitted to distribute retirement benefits attributable to pre-tax
contributions other than elective deferrals to the Participant no earlier than
upon the earlier of the Participant's severance from employment or upon the
prior occurrence of some event such as after a fixed number of years, the
attainment of a stated age, or disability.
23
DESIGNATED ROTH ACCOUNT FOR 403(B) PLANS
Employers that established and maintain a TSA/ 403(b) Plan may also establish a
Qualified Roth Contribution Program under Section 402A of the Code ("Designated
Roth Accounts") to accept after tax contributions as part of the TSA Plan. In
accordance with Our administrative procedures, We may permit these contributions
to be made as Purchase Payments to a Section 403(b) Contract under the following
conditions:
- The employer maintaining the Plan has demonstrated to Our satisfaction
that Designated Roth Accounts are permitted under the Plan.
- In accordance with Our administrative procedures, the amount of
elective deferrals has been irrevocably designated as an after-tax
contribution to the Designated Roth Account.
- All state regulatory approvals have been obtained to permit the
Contract to accept such after-tax elective deferral contributions
(and, where permitted under the Qualified Roth Contribution Program
and the Contract, rollovers and trustee-to trustee transfers from
other Designated Roth Accounts).
- In accordance with Our procedures and in a form satisfactory to Us, We
may accept rollovers from other funding vehicles under any Qualified
Roth Contribution Program of the same type in which the employee
participates as well as trustee-to-trustee transfers from other
funding vehicles under the same Qualified Roth Contribution Program
for which the Participant is making elective deferral contributions to
the Contract.
- Recently enacted legislation allows (but does not require) 403(b)
Plans that offer designated Roth accounts to permit participants to
roll their non-Roth account assets into a designated Roth account
under the same Plan, provided the non-Roth assets are distributable
under the Plan and otherwise eligible for rollover.
- No other contribution types (including employer contributions,
matching contributions, etc.) will be allowed as designated Roth
contributions, unless they become permitted under the Code.
- If permitted under the federal tax law, We may permit both pre-tax
contributions under a 403(b) Plan as well as after-tax contributions
under that Plan's Qualified Roth Contribution Program to be made under
the same Contract as well as rollover contributions and contributions
by trustee-to-trustee transfers. In such cases, We will account
separately for the designated Roth contributions and the earnings
thereon from the contributions and earnings made under the pre-tax TSA
Plan (whether made as elective deferrals, rollover contributions or
trustee-to-trustee transfers). As between the pre-tax or traditional
Plan and the Qualified Roth Contribution Program, We will allocate any
living benefits or death benefits provided under the Contract on a
reasonable basis, as permitted under the tax law.
- We may refuse to accept contributions made as rollovers and trustee-to
trustee transfers, unless We are furnished with a breakdown as between
Participant contributions and earnings at the time of the
contribution.
You and Your employer should consult their own tax and legal advisors prior to
making or permitting contributions to be made to a Qualified Roth Contribution
Program.
The IRS was given authority in the final Roth account regulations to issue
additional guidance addressing the potential for improper transfers of value to
Roth accounts due to the allocation of contract income, expenses, gains and
losses. The IRS has not issued the additional guidance and, as a result, there
is uncertainty regarding the status of Roth accounts and particularly Roth
accounts under Annuity contracts that allocate charges for guarantees. You
should consult Your tax or legal counsel for advice relating to Roth accounts
and other matters relating to the final Roth account regulations.
SECTION 403(B) COLLATERALIZED LOANS
If Your TSA Contract permits loans, such loans will be made only up to certain
limits. In that case, We credit Your account balance up to the amount of the
outstanding loan balance with a rate of interest that is less than the interest
rate We charge for the loan.
24
The Code and applicable income tax regulations limit the amount that may be
borrowed from Your Contract and all of Your employer Plans in the aggregate and
also require that loans be repaid, at a minimum, in scheduled level payments
over a proscribed term.
Your employer's Plan and Contract will indicate whether loans are permitted. The
terms of the loan are governed by the Contract and loan agreement. Failure to
satisfy loan limits under the Code or to make any scheduled payments according
to the terms of Your loan agreement and federal tax law could have adverse tax
consequences. Consult Your tax advisor and read Your loan agreement and Contract
prior to taking any loan.
403(A)
GENERAL
The employer adopts a 403(a) Plan as a qualified retirement Plan to provide
benefits to participating employees. The Plan generally works in a similar
manner to a corporate qualified retirement Plan except that the 403(a) Plan does
not have a trust or a trustee.
See the "General" headings under this section for a brief description of the tax
rules that apply to 403(a) annuities.
457(B) PLANS
GENERAL
457(b) Plans are available to state or local governments and certain tax-exempt
organizations as described in Sections 457(b) and 457(e)(1) of the Code. The
Plans are not available for churches and qualified church-controlled
organizations.
457(b) annuities maintained by a state or local government are for the exclusive
benefit of Plan Participants and their Beneficiaries. 457(b) Annuities other
than those maintained by state or local governments are solely the property of
the employer and are subject to the claims of the employer's general creditors
until they are "made available" to You.
Recently enacted legislation allows (but does not require) governmental 457(b)
plans to permit participants to make designated Roth contributions to a designed
Roth account under the plan. This new legislation also allows (but does not
require) such plans to permit participants to roll their non-Roth account assets
into a designated Roth account under the same plan, provided the non-Roth assets
are distributable under the plan and otherwise eligible for rollover.
WITHDRAWALS
Generally, because contributions are on a before-tax basis, withdrawals from
Your annuity are subject to income tax. Generally, monies in Your Contract can
not be "made available" to You until You reach age 70 1/2, leave Your job (or
Your employer changes) or have an unforeseen emergency (as defined by the Code).
SPECIAL RULES
Special rules apply to certain non-governmental 457(b) Plans deferring
compensation from taxable years beginning before January 1, 1987 (or beginning
later but based on an agreement in writing on August 16, 1986).
LOANS
In the case of a 457(b) Plan maintained by a state or local government, the Plan
may permit loans. The Code and applicable income tax regulations limit the
amount that may be borrowed from Your 457(b) Plan and all employer Plans in the
aggregate and also require that loans be repaid, at minimum, in scheduled level
payments over a certain term.
Your 457(b) Plan will indicate whether Plan loans are permitted. The terms of
the loan are governed by Your loan agreement with the Plan. Failure to satisfy
loan limits under the Code or to make any scheduled payments according to the
terms of Your loan agreement and federal tax law could have adverse tax
consequences. Consult Your tax advisor and read Your loan agreement and Contract
prior to taking any loan.
25
KEOGH
A Keogh Plan is generally a qualified retirement Plan (defined contribution or
defined benefit) that covers a self-employed person. Other employees may also be
covered. Special rules apply to contribution limits in the case of a self-
employed person. Please consult Your tax advisor about Your particular
situation. See the "General" headings under this section for a brief description
of the tax rules that apply to Keoghs.
401(K)
The tax rules regarding retirement Plans are complex. We do not give tax advice.
Please consult Your tax advisor about Your particular situation. See the
"General" headings under this section for a brief description of the tax rules
that apply to 401(k)s.
PUERTO RICO TAX CONSIDERATIONS
The Puerto Rico Internal Revenue Code of 2011 (the "2011 PR Code") provides the
following tax treatment for Contracts issued to Contract Owners in the
Commonwealth of Puerto Rico.
GENERAL TAX TREATMENT OF ANNUITIES
For Puerto Rico tax purposes, amounts received as an annuity under an annuity
contract are defined as amounts (determined based on a computation with
reference to life expectancy and mortality tables) received in periodical
installments and payable over a period longer than one year from the annuity
starting date.
Annuity payments generally have two elements: a part that constitutes a return
of the annuity's cost (return of capital) and a part that constitutes income.
From each annuity payment received, taxpayers must include in their gross income
for income tax purposes the lower of (a) the annuity payments received during
the taxable year, or (b) 3% of the aggregate premiums or consideration paid for
the annuity divided by 12 and multiplied by the number of months in respect to
which the installment is paid. The excess over the 3% is excluded from gross
income until the aggregate premiums or consideration is recovered.
Once the annuity's cost has been fully recovered, all of the annuity payment
constitutes taxable income. There is no penalty tax on early distributions from
annuity contracts.
No gain or loss has to be generally recognized when certain insurance policies
are exchanged for other insurance policies. These tax free exchanges include a
life insurance contract for another or for an endowment or annuity contract (or
a combination thereof). The total amount received, within the same taxable year,
from an annuity contract issued by an eligible insurance company, may be taxed
as a long-term capital gain at the rate in effect at the time of the
transaction, which generally is 10%.
AN ANNUITY CONTRACT UNDER A QUALIFIED PLAN
An annuity contract may be purchased by an employer for an employee under a
qualified pension, profit-sharing, stock bonus, annuity, or a cash or deferred
arrangement ("CODA") plan established pursuant to Section 1081.01 of the 2011 PR
Code. The employer has two alternatives: (1) purchase the annuity contract and
transfer the same to the trust under the plan, or (2) make contributions to a
trust under a qualified plan for the purpose of providing an annuity contract
for an employee.
Qualified plans must comply with the requirements of Section 1081.01(a) of the
2011 PR Code which include, among others, certain participation requirements.
The trust created under the qualified plan is exempt from tax on its investment
income.
a. Contributions
The employer is entitled, in determining its net taxable income, to claim a
current income tax deduction for contributions made to the trust created under
the terms of a qualified plan. However, statutory limitations on the
26
deductibility of contributions made to the trust under a qualified plan limit
the amount of funds that may be contributed each year.
b. Distributions
The amount paid by the employer towards the purchase of an annuity contract or
contributed to the trust for providing annuity contracts for the employees is
not required to be included in the income of the employee. However, any amount
received or made available to the employee under the qualified plan is
includible in the gross income of the employee in the taxable year in which
received or made available.
In such case, the amount paid or contributed by the employer shall not
constitute consideration paid by the employee for the variable annuity contract
for purposes of determining the amount of annuity payments required to be
included in the employee's gross income. Thus, amounts actually distributed or
made available to any employee under the qualified plan shall be included in
their entirety in the employee's gross income.
Lump-sum proceeds from a Puerto Rico qualified retirement plan due to separation
from service will generally be taxed at a 20% capital gain tax rate to be
withheld at the source.
A special rate of 10% may apply instead, if the plan satisfies the following
requirements: (1) the plan's trust is organized under the laws of Puerto Rico,
or has a Puerto Rico resident trustee and uses such trustee as paying agent; and
(2) after January 30, 2006, 10% of all plan's trust assets (calculated based on
the average daily balance of the investments of the trust) attributable to
participants which are Puerto Rico residents must be invested in "property
located in Puerto Rico" for a three-year period. If those two requirements are
not satisfied, the distribution will generally be subject to the 20% tax rate.
The three-year period includes the year of the distribution and the two
immediately preceding years. Property located in Puerto Rico includes shares of
stock of a Puerto Rico corporation, bonds, notes and other evidence of
indebtedness issued by the Commonwealth of Puerto Rico or the instrumentalities
thereof.
The 2011 PR Code does not impose a penalty tax in cases of early (premature)
distributions from a qualified plan.
c. Rollover
Deferral of the recognition of income continues upon the receipt of a
distribution by a participant from a qualified plan, if the distribution is
contributed to another qualified retirement plan or traditional individual
retirement account for the employee's benefit no later than sixty (60) days
after the distribution.
ERISA CONSIDERATIONS
In the context of a Puerto Rico qualified retirement plan trust, the IRS has
recently held that the transfer of assets and liabilities from a qualified
retirement plan trust under the Code to that type of plan would generally be
treated as a distribution includible in gross income for U. S. income tax
purposes even if the Puerto Rico retirement plan is a plan described in ERISA
Section 1022(i)(1). By contrast, a transfer from a qualified retirement plan
trust under the Code to a Puerto Rico qualified retirement plan trust that has
made an election under ERISA Section 1022(i)(2) is not treated as a distribution
from the transferor plan for U.S. income tax purposes because a Puerto Rico
retirement plan that has made an election under ERISA Section 1022(i)(2) is
treated as a qualified retirement plan for purposes Code Section 401(a). The IRS
has determined that the above described rules prescribing the inclusion in
income of transfers of assets and liabilities to a Puerto Rico retirement plan
trust described in ERISA Section 1022(i)(1) would be applicable to transfers
taking effect after December 31, 2011.
AN ANNUITY CONTRACT UNDER A KEOGH PLAN
An annuity contract may be purchased for purposes of funding a self employed
retirement plan under Section 1081.01(f) of the 2011 PR Code. This plan is
commonly known as a Keogh plan or an HR 10 plan.
This plan permits self-employed individuals and owner-employees to adopt pension
plans, profit sharing plans or annuity plans for themselves and their employees.
A self-employed individual is any individual who carries on a trade or business
as a sole proprietor, an independent contractor or anyone who is in business for
himself or herself.
27
An owner-employee is any individual who owns all of an unincorporated business.
In the case of a corporation of individuals or a special partnership, an owner-
employee is a shareholder or a partner owning more than 10% of the interest in
capital or profits.
Similar to a qualified plan, the annuity contract may be purchased and be
transferred to a trust, or contributions may be made to the trust for the
purpose of providing an annuity contract for the trust beneficiaries.
a. Contributions
A tax deduction may be claimed for contributions made to the plan. As in other
qualified plans, contributions to the plan are subject to certain statutory
limits. The limit on the deduction depends on the type of plan selected.
Such contributions and the income generated from them are not taxable to the
owner employee, his employees or to the self-employed individual until the funds
are distributed or made available to them.
The investment income generated from the contributions made to the plan which
are held in a qualified trust is tax exempt to the trust.
b. Distributions
Distributions made under a qualified self-employed retirement plan will be
subject to the rules described above for "An Annuity Contract under a Qualified
Plan-Distributions and Rollover".
INFORMATION INCORPORATED BY REFERENCE
--------------------------------------------------------------------------------
Under the Securities Act of 1933, the Company has filed with the Securities and
Exchange Commission ("SEC") a registration statement (the "Registration
Statement") relating to the Contracts offered by this prospectus. This
prospectus has been filed as a part of the Registration Statement and does not
contain all of the information set forth in the Registration Statement and the
exhibits and reference is hereby made to such Registration Statement and
exhibits for further information relating to the Company and the Contracts. The
Company's annual report on Form 10-K was filed with the SEC on March 23, 2011
via EDGAR File No. 033-03094. The Form 10-K contains information for the period
ended December 31, 2010, about the Company, including consolidated audited
financial statements for the Company's latest fiscal year. The Form 10-K is
incorporated by reference into this prospectus. All other reports filed by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act") (such as quarterly and periodic reports) or
proxy or information statements filed pursuant to Section 14 of the Exchange Act
since the end of the fiscal year ending December 31, 2010, are also incorporated
by reference into this prospectus. We are not incorporating by reference, in any
case, any documents or information deemed to have been furnished and not filed
in accordance with SEC rules.
There have been no material changes in the Company's affairs which have occurred
since the end of the latest fiscal year for which audited consolidated financial
statements were included in the latest Form 10-K or which have not been
described in a Form 10-Q or Form 8-K filed by the Company under the Exchange
Act.
If requested, the Company will furnish, without charge, a copy of any and all of
the reports or documents that have been incorporated by reference into this
prospectus. You may direct Your requests to the Company at, 1300 Hall Boulevard,
Bloomfield, Connecticut, 06002-2910. The telephone number 1-800-842-9406. You
may also access the incorporated reports and other documents at www.metlife.com.
You may also read and copy any materials that the Company files with the SEC at
the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-202-551-8090. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at http://www.sec.gov.
28
EXPERTS
--------------------------------------------------------------------------------
Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Contracts described in this prospectus and the
organization of the Company, its authority to issue such Contracts under
Connecticut law and the validity of the forms of the Contracts under Connecticut
law have been passed on by legal counsel for the Company.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements, and the related financial statement
schedules, incorporated by reference in this Registration Statement from the
MetLife Insurance Company of Connecticut and subsidiaries' (the "Company's")
Annual Report on Form 10-K for the year ended December 31, 2010, have been
audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their report (which expresses an unqualified opinion on the
consolidated financial statements and financial statement schedules and includes
an explanatory paragraph regarding changes in the Company's method of accounting
for the recognition and presentation of other-than-temporary impairment losses
for certain investments as required by accounting guidance adopted on April 1,
2009, and its method of accounting for certain assets and liabilities to a fair
value measurement approach as required by accounting guidance adopted on January
1, 2008), which is incorporated herein by reference. Such consolidated financial
statements and financial statement schedules have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The principal address of Deloitte & Touche LLP is Two World Financial Center,
New York, NY 10281-1414.
29
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APPENDIX A
--------------------------------------------------------------------------------
INFORMATION CONCERNING QUALIFIED PLANS
Plans eligible to purchase the Contract are pension and profit sharing Plans
qualified under Section 401(a) of the Code, Section 403(b) Plans, and eligible
state deferred compensation Plans under Section 457 of the Code ("Qualified
Plans"). Trustees should consider whether the Plan permits the investment of
Plan assets in the Contract, the distribution of such an Annuity and payment of
death benefits in accordance with the requirements of the federal income tax
rules. Assuming continued Plan qualification and operation, earnings on Plan
assets will accumulate value on a tax-deferred basis even if the Plan is not
funded by this Contract. Trustees therefore should consider features of the
Contract other than tax-deferral before investing in the Contract. In addition,
because required minimum distributions must generally begin before Participants
reach age 70 1/2, (or, if later, when the Participant retires from employment
with the employer maintaining the Plan, provided the Plan permits and the
Participant is not a 5% or more owner), trustees should consider whether the
Contract may not be an appropriate purchase for Annuitants approaching or over
age 70 1/2.
To apply for this Contract, the trustee or other applicant must complete an
application or purchase order for the group Annuity Contract and make a Purchase
Payment. A group Annuity Contract will then be issued to the applicant. While
Certificates may or may not be issued, each Purchase Payment is confirmed to the
Contract Owner. Surrenders under the group Annuity Contract may be made at the
election of the Contract Owner, from the account established under the Contract.
Account are subject to the same limitations, adjustments and charges as made
under a Certificate (see "Surrenders"). Cash Surrender Values may be taken in
cash or applied to purchase annuities for the Contract Owners' Qualified Plan
Participants.
Because there might not be individual Participant accounts, the qualified group
Annuity Contract issued in connection with a Qualified Plan may not provide for
death benefits. Annuities purchased for Qualified Plan Participants may provide
for a payment upon the death of the Annuitant depending on the option chosen
(see "Annuity Options"). Additionally, since there might not be Annuitants prior
to the actual purchase of an Annuity by the Contract Owner, the provisions
regarding the Maturity Date may not be applicable.
A-1
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APPENDIX B
--------------------------------------------------------------------------------
WHAT YOU NEED TO KNOW IF YOU ARE A TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANT
If You are a Participant in the Texas Optional Retirement Program, Texas law
permits Us to make withdrawals on Your behalf only if You die, retire or
terminate employment in all Texas institutions of higher education, as defined
under Texas law. Any withdrawal You ask for requires a written statement from
the appropriate Texas institution of higher education verifying Your vesting
status and (if applicable) termination of employment. Also, We require a written
statement from You that You are not transferring employment to another Texas
institution of higher education. If You retire or terminate employment in all
Texas institutions of higher education or die before being vested, amounts
provided by the state's matching contribution will be refunded to the
appropriate Texas institution. We may change these restrictions or add others
without Your consent to the extent necessary to maintain compliance with the
law.
B-1
METLIFE INSURANCE COMPANY OF CONNECTICUT
FIXED ANNUITY
Book 74 April 28, 2011
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimate of Printing Costs: $6,300
Cost of Independent Registered Public Accounting Firm: $6,800
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's parent, MetLife, Inc. ("MetLife") has secured a Financial
Institutions Bond in the amount of $50,000,000, subject to a $5,000,000
deductible. MetLife also maintains Directors' and Officers' Liability insurance
coverage with limits of $400 million under which the Registrant and Registrant's
underwriter, as well as certain other subsidiaries of MetLife are covered. A
provision in MetLife, Inc.'s by-laws provides for the indemnification (under
certain circumstances) of individuals serving as directors or officers of
certain organizations, including the Depositor and the Underwriter.
Sections 33-770 et seq. inclusive of the Connecticut General Statutes ("C.G.S.")
regarding indemnification of directors and officers of Connecticut corporations
provides in general that Connecticut corporations shall indemnify their
officers, directors and certain other defined individuals against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses actually
incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.
C.G.S. Section 33-778 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or lesser
than that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed upon basis.
RULE 484 UNDERTAKING
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 15. RECENT SALES OF UNREGISTERED SECURITIES
Between November 24, 2008, and January 16, 2009, the Company sold approximately
$966 million in unregistered interests in the MetLife Target Maturity Contract.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Distribution and Principal Underwriting Agreement. (Incorporated herein by
reference to Exhibit 1 to the Registration Statement on Form S-2, File No.
333-51804 filed December 14, 2000.)
1(a). Agreement and Plan of Merger dated as of October 20, 2006. (Incorporated
herein by reference to Exhibit 1(a) to the Registration Statement on Form S-1,
File No. 333-138472 filed on November 7, 2006.)
2. None.
3. Charter of The Travelers Insurance Company, as amended on October 19, 1994.
(Incorporated herein by reference to Exhibit 6(a) to the Registration
Statement on Form N-4, File Nos. 333-40193/811-07465 filed November 13, 1997.)
3(a). By-Laws of The Travelers Insurance Company, as amended on October 20, 1994.
(Incorporated herein by reference to Exhibit 3(b)(i) to the Registration
Statement Form S-2, File No. 033-58677, filed via Edgar on April 18, 1995.)
3(a)(i). Certificate of Amendment of the Charter as Amended and Restated of The
Travelers Insurance Company effective May 1, 2006. (Incorporated herein by
reference to Exhibit 6(c) to Post-Effective Amendment No. 14 to The Travelers
Fund ABD for Variable Annuities Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4. Contracts. (Incorporated herein by reference to Exhibit 4 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-2, File No. 333-
103909, filed February 10, 2004.)
4(a). Company Name Change Endorsement. (Incorporated herein by reference to Exhibit
4(c) to Post-Effective Amendment No. 14 to the Registration Statement on Form
N-4, File Nos. 033-65343/811-07465 filed April 6, 2006.)
4(b). Roth 401 Endorsement. (Incorporated herein by reference to Exhibit 4(d) to
Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable
Annuities to the Registration Statement on Form N-4, File Nos. 033-65343/811-
07465 filed April 6, 2006.)
4(c). Roth 403(b) Endorsement. (Incorporated herein by reference to Exhibit 4(e) to
Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable
Annuities to the Registration Statement on Form N-4, File Nos. 033-65343/811-
07465 filed April 6, 2006.)
4(d). Code Section 457(B) Rider For Eligible Plan of a Governmental or a Tax-Exempt
Employer. L-22466 8-07. (Incorporated herein by reference to Exhibit 4(d) to
the Registration Statement on Form S-1, File No. 333-138473 filed on April 9,
2008.)
5. Opinion re: Legality of Shares. (Incorporated herein by reference to Exhibit 5
to the Registration Statement on Form S-1, File No. 333-156920, filed January
23, 2009.)
8. None.
9. None.
10. Master Retail Sales Agreement (MLIDC). (Incorporated herein by reference to
Exhibit 3(d) to Post-Effective Amendment No. 16 to MetLife of CT Fund ABD for
Variable Annuities to the Registration Statement on Form N-4, File Nos. 033-
65343/811-07465 filed April 4, 2007.)
11. None.
12. None.
13. None.
15. None.
16. None.
23. Consent of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm. Filed herein.
23(a). Consent of Counsel. (Incorporated herein by reference to Exhibit 5 to the
Registration Statement on Form S-1, File No. 333-138473, filed November 7,
2006.)
24. Powers of Attorney authorizing Michele H. Abate, Paul G. Cellupica, John E.
Connolly, Jr., Myra L. Saul, and Marie C. Swift to act as signatory for
Michael K. Farrell, Maria R. Morris, Robert E. Sollmann, Jr., Stanley J.
Talbi, and Peter M. Carlson. (Incorporated herein by reference to Exhibit 24
to Post-Effective Amendment No. 3 to the Registration Statement on Form S-1,
File No. 333-156920 filed April 7, 2011.)
EXHIBIT
NUMBER DESCRIPTION
------- -----------
25. None.
26. None.
27. None.
(b). Financials pursuant to Regulation S-X -- Incorporated by reference to Form 10-
K for the fiscal year ended December 31, 2009 (File No. 033-03094) as filed
with the COMMISSION ON MARCH 23, 2011 (ACCESSION NO. 0000950123-11-028296)
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of
Regulation S-K:
1. To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this registration
statement:
i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price set represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement, and
iii. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
6. Insofar as indemnification for liabilities 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bloomfield, State of Connecticut, on April 8, 2011.
MetLife Insurance Company of Connecticut
(Registrant)
By: /s/ BENNETT KLEINBERG
------------------------------------
Vice President & Senior Actuary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on April 8, 2011.
/s/ *MICHAEL K. FARRELL Director, President and Chief Executive
--------------------------------------------- Officer
(Michael K. Farrell)
/s/ *MARIA R. MORRIS Director
---------------------------------------------
(Maria R. Morris)
/s/ *ROBERT E. SOLLMANN, JR. Director
---------------------------------------------
(Robert E. Sollmann, Jr.
/s/ *STANLEY J. TALBI Executive Vice President and Chief
--------------------------------------------- Financial Officer
(Stanley J. Talbi)
/s/ *PETER M. CARLSON Executive Vice President and Chief
--------------------------------------------- Accounting Officer
(Peter M. Carlson)
*By: /s/ MYRA L. SAUL
----------------------------------------
Myra L. Saul, Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm
