Registration
Statement
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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 Registrants 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)
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
PROPOSED |
PROPOSED |
|||||||||||
Title of |
MAXIMUM |
MAXIMUM |
AMOUNT OF |
|||||||||
Securities to be |
AMOUNT TO BE |
OFFERING PRICE |
AGGREGATE |
REGISTRATION |
||||||||
Registered | REGISTERED(1) | PER UNIT | OFFERING PRICE(1) | FEE | ||||||||
Fixed Account Annuitization Options with A Market Value
Adjustment Cash Out Feature
|
$20,000,000 | Not applicable | $20,000,000 | $2,322 | ||||||||
(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. |
The Registrant hereby amends this registration statement on such
date or dates as many be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission,
acting pursuant to Section 8(a), may determine.
METLIFE INSURANCE
COMPANY OF CONNECTICUT
CROSS REFERENCE SHEET
MetLife Retirement Account
CROSS REFERENCE SHEET
MetLife Retirement Account
Item No.
|
Form S-1 registration Item
|
Location in Prospectus
|
||
1
|
Forepart of the Registration Statement and Outside Front Cover Page of Prospectus | Forepart of the Registration Statement and Cover Page | ||
2
|
Inside Front and Back Cover Pages of Prospectus | Front and Back Cover Pages | ||
3
|
Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges | Summary | ||
4
|
Use of Proceeds | The Liquidity Benefit | ||
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 Liquidity Benefit | ||
10
|
Interest of Named Experts and Counsel | Experts; Legal Opinion | ||
11
|
Information with Respect to Registrant | The Insurance Company | ||
11A
|
Material Change | |||
12
|
Incorporation of Certain Information by Reference | Incorporation of Certain Documents by Reference | ||
12A
|
Disclosure of Commission Position on Indemnification for Securities Act Liabilities | See Part II -- Item 14 | ||
13
|
N/A | N/A |
MetLife Insurance Company of
Connecticut
MetLife Retirement
Account
Liquidity Benefit
The Liquidity Benefit described in this prospectus is available
only in conjunction with the MetLife Retirement Account variable
annuity contract (the Contract) issued by MetLife
Insurance Company of Connecticut (the Company). The
Contract is available in connection with certain retirement
Plans that qualify for special federal income tax treatment
(Qualified Contracts). We may issue the Contract as
an individual Contract or as a group Contract. When We issue a
group Contract, You will receive a Certificate summarizing the
Contracts provisions. For convenience, We refer to
Contracts and Certificates as Contracts. The
Contract is not available to new purchasers. The specific
features of the Contract and the Separate Account are disclosed
in greater detail in the Contract prospectus.
The group annuity Contract may be issued to Contract Owners on
an allocated basis.
This prospectus explains:
| the Liquidity Benefit | |
| MetLife Insurance Company of Connecticut | |
| the Annuity Period | |
| Payment Options | |
| Surrender Charge | |
| Market Value Adjustment | |
| other aspects of the Liquidity Benefit |
The Liquidity Benefit may not be available in all states or to
all purchasers of the Contract.
Your Contract is issued by the Company which is located at 1300
Hall Boulevard, Bloomfield, Connecticut
06002-2910,
telephone number
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
,
2011
TABLE OF
CONTENTS
Page
|
||
Special Terms
|
3 | |
Summary
|
5 | |
The Insurance Company
|
5 | |
The Annuity Contract and Your Retirement Plan
|
5 | |
The Liquidity Benefit
|
6 | |
The Annuity Period
|
6 | |
Allocation of Annuity
|
6 | |
Fixed Annuity
|
6 | |
Liquidity Benefit (Benefit not available under 457 Plans)
|
7 | |
Payment Options
|
8 | |
Election of Options
|
8 | |
Annuity Options
|
8 | |
Miscellaneous Contract Provisions
|
9 | |
Restrictions on Financial Transactions
|
9 | |
Misstatement
|
9 | |
Distribution of the Contracts
|
9 | |
Distribution and Principal Underwriting Agreement
|
9 | |
Federal Tax Considerations
|
11 | |
Information Incorporated by Reference
|
12 | |
Experts
|
12 | |
Independent Registered Public Accounting Firm
|
12 | |
Appendix A: What You Need To Know If You Are A Texas
Optional Retirement Program Participant
|
A-1 |
2
SPECIAL
TERMS
In this prospectus, the following terms have the indicated
meanings:
Accumulation Period The period before the
commencement of Annuity Payments.
Accumulation Unit An accounting unit of
measure used to calculate Contract Values before Annuity
Payments begin.
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 (i) for life; (ii) for life with a minimum
number of payments; (iii) for the joint lifetime of the
Annuitant and another person, and thereafter during the lifetime
of the survivor; or (iv) for a fixed period.
Annuity Period The period following
commencement of Annuity Payments.
Beneficiary (ies) The person(s) or trustee
designated to receive any remaining contractual benefits in the
event of a Participants, Annuitants or Contract
Owners death, as applicable.
Cash Surrender Value The Contract 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.
Certificate (If applicable), the document
issued to Participants under a master group Contract. Any
reference in this prospectus to the Contract includes the
underlying Certificate.
Code The Internal Revenue Code of 1986, as
amended, and all related laws and regulations, that are in
effect during the term of this Contract.
Company (We, Us, Our) MetLife Insurance
Company of Connecticut.
Contract For convenience, means the Contract
or Certificate, (if applicable). For example, Contract Year also
means Certificate Year.
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/ Account Value/ Cash Value
the value of the Accumulation Units in Your Account (or a
Participants Individual Account, if applicable) less any
reductions for administrative charges (hereinafter referred to
in the prospectus as Contract Value).
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 Year Twelve-month periods beginning
with the Contract Date or any anniversary thereof.
Fixed Annuity An Annuity payout option with
payments which remain fixed as to dollar amount throughout the
payment period and which do not vary with the investment
experience of a Separate Account.
Funding Options the variable investment
options to which Purchase Payments under the Contract may be
allocated.
General Account The General Account of the
Company.
Good Order A request or transaction
generally is considered in Good Order if it complies
with Our administrative procedures and the required information
is complete and accurate. A request or transaction may be
rejected or delayed if not in Good Order. If You have any
questions, You should contact Us or Your sales representative
before submitting the form or request.
3
Home Office The Home Office of MetLife
Insurance Company of Connecticut, 1300 Hall Boulevard,
Bloomfield, Connecticut
06002-2910,
or any other office that We may designate for the purpose of
administering the Contract. The office that administers Your
Contract is located at 4700 Westown Parkway, Ste. 200, West Des
Moines, Iowa 50266.
Individual Account An account which
Accumulation Units are credited to a Participant or Beneficiary
under the Contract.
Maturity Date/Annuity Commencement Date The
date on which the Annuity Payments are to begin, (hereinafter
referred to in the prospectus as Maturity Date).
Payment Option An Annuity or income option
elected under Your Contract.
Plan For a group Contract, 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.
Premium Tax The amount of tax, if any,
charged by the state or municipality.
Purchase Payments The premium payment(s)
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.
Separate Account A segregated account, the
assets of which are invested solely in the Underlying Funds. The
assets of the Separate Account are held exclusively for the
benefit of Contract Owners.
Subaccount that portion of the assets of a
Separate Account that is allocated to a particular underlying
Fund.
Underlying Fund A portfolio of an open-end
management investment company that is registered with the SEC in
which the Subaccounts invest.
Variable Annuity An Annuity payout option
providing for payments varying in amount in accordance with the
investment experience of the assets held in the underlying
securities of the Separate Account.
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 Certificate holder, the participant or the
Contract Owner and a natural person, a trust established for the
benefit of a natural person, or a charitable remainder trust, or
a Plan (or the employer purchaser who has purchased the Contract
on behalf of the Plan).
4
SUMMARY
This prospectus describes the Liquidity Benefit available as a
feature under the MetLife Retirement Account funded by MetLife
of CT Separate Account Eleven. The variable annuity Contract is
registered with the Securities and Exchange Commission. The
Contract is used with:
| 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) | |
| individual retirement accounts |
The Company issues the Contract. Purchase Payments made under
the Contract and directed to the Fixed Account Option become a
part of the Companys General Account. Purchase Payments
may also be allocated to one or more Separate Account options.
The variable annuity contract and underlying mutual funds are
described in separate prospectuses. Please read all prospectuses
carefully.
When You annuitize your Contract, You have the ability to choose
whether to receive regular payments (Annuity
Payments) on a variable or fixed basis. If You choose a
Fixed Annuity that guarantees payments for a minimum period of
time (period certain), You may take a lump sum
payment (equal to a portion of all of the value of the remaining
payments) any time after the first Contract Year. (This is known
as the Liquidity Benefit.) There is a 5% surrender charge
applied to the lump sum amount withdrawn pursuant to the
Liquidity Benefit. If You do take a withdrawal under the
Liquidity Benefit, We calculate the amount due to You based on
the present value of the remaining period certain payments using
a current interest rate. This calculation may result in a market
value adjustment applied to Your withdrawal.
THE INSURANCE
COMPANY
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 Companys Home Office is located at 1300 Hall
Boulevard, Bloomfield, Connecticut
06002-2910.
The office that administers Your Contract is located at 4700
Westown Parkway, Ste. 200, West Des Moines, Iowa 50266.
THE ANNUITY
CONTRACT AND YOUR RETIREMENT PLAN
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 Plans terms. For example, limitations on Your rights
may apply to the availability of the Liquidity Benefit.
The Contract may provide that a Plan administrative fee will be
paid by making a withdrawal from Your Contract Value during the
Accumulation Period. 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 employers or Plan Administrators
statements to Us as to the terms of the Plan or Your entitlement
to any amounts. We are not a party to Your employers
retirement Plan. We will not be responsible for determining what
Your Plan says. You
5
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 A for specific information
which applies to You.
THE LIQUIDITY
BENEFIT
The Liquidity Benefit is available only in conjunction with the
purchase of a MetLife Retirement Account variable annuity
contract issued by the Company. The Contract is available as an
individual or group Contract. Participants under the MetLife
Retirement Account are issued Certificates summarizing the
provisions of the group Contract. For convenience, We refer to
both individual Contract Owners and Participants as Contract
Owners.
The Annuity
Period
Maturity
Date
Under the Contract, You can receive regular payments
(Annuity Payments). You can choose the month and the
year in which those payments begin (Maturity Date).
You can also choose among income payouts (Annuity options) or
elect a lump-sum distribution. While the Annuitant is alive, You
can change Your selection any time up to the Maturity Date.
Annuity Payments will begin on the Maturity Date stated in the
Contract unless (1) You fully surrendered the Contract;
(2) We paid the proceeds to the Beneficiary before that
date; or (3) You elected another date. Annuity Payments are
a series of periodic payments (a) for life; (b) for
life with either a minimum number of payments or a specific
amount assured; or (c) for the joint lifetime of the
Annuitant and another person, and thereafter during the lifetime
of the survivor. We may require proof that the Annuitant is
alive before Annuity Payments are made. Not all options may be
available in all states. The Annuity Payment Options are
described in greater detail in the section titled Payment
Options.
You may choose to annuitize at any time after You purchase Your
Contract. Unless You elect otherwise, the Maturity Date will be
the Annuitants 90th birthday or ten years after the
effective date of the Contract, if later. This requirement may
be changed by Us.
At least 30 days before the original Maturity Date, You may
elect to extend the Maturity Date to any time prior to the
Annuitants
90th
birthday, or to a later date with Our consent. You may use
certain Annuity options taken at the Maturity Date to meet the
minimum required distribution requirements of federal tax law,
or You may use a program of withdrawals instead. These mandatory
distribution requirements take effect generally upon the death
of the Contract Owner, or with certain Qualified Contracts upon
either the later of the Contract Owners attainment of
age 70
1/2
or year of retirement. You should seek independent tax advice
regarding the election of minimum required distributions.
Allocation of
Annuity
You may elect to receive Your Annuity Payments in the form of a
Variable Annuity, a Fixed Annuity, or a combination of both. If,
at the time Annuity Payments begin, You have not made an
election, We will apply Your Contract Value to provide an
Annuity funded by the same Funding Options as You have selected
during the Accumulation Period. At least 30 days before the
Maturity Date, You may transfer the Contract Value among the
Funding Options in order to change the basis on which We will
determine Annuity Payments.
Annuitization Credit. This credit is applied to the
Contract Value used to purchase one of the Annuity options
described below. The credit equals 0.5% of Your Contract Value
if You annuitize during Contract Years 2-5, 1% during Contract
Years 6-10, and 2% after Contract Year 10. There is no credit
applied to Contracts held less than 1 year.
Fixed
Annuity
You may choose a Fixed Annuity that provides payments that do
not vary during the Annuity Period. Your Contract contains the
tables We use to determine Your monthly Annuity Payments. The
amount We apply to the tables will be the Contract Value as of
the date Annuity Payments begin, less any applicable Premium
Taxes not previously deducted.
6
The amount of Your monthly payment depends on the Annuity option
You elected and the Annuitants adjusted age. Your Contract
contains the formula for determining the adjusted age. We
determine the total monthly Annuity Payment by multiplying the
benefit per $1,000 of value shown in the Contract tables by the
number thousands of dollars of Contract Value You apply to that
Annuity option.
Payout rates will not be lower than those shown in the Contract.
If it would produce a larger payment, the first Fixed Annuity
Payment will be determined using the Life Annuity Tables in
effect for the same class of Contract Owners on the Maturity
Date.
If You have elected the Increasing Benefit Option, the payments
will be calculated as above. However, the initial payment will
be less than that reflected in the table and the subsequent
payments will be increased by the percentage You elected.
Liquidity
Benefit (Benefit not available under 457 Plans)
If You select any Annuity option that guarantees You payments
for a minimum period of time (period certain), You
may take a lump sum payment (equal to a portion or all of the
value of the remaining payments) any time after the first
Contract Year. There is a surrender charge of 5% of the amount
withdrawn under this option.
For Fixed Annuity Payments, We calculate the present value of
the remaining period certain payments using a current interest
rate. The current interest rate used depends on the amount of
time left in the Annuity option You elected. The current rate
will be the same rate We would give someone electing an Annuity
option for that same amount of time. If the period of time
remaining is less that the minimum length of time which We offer
a new Fixed Annuity Period Certain Only annuitization, then the
interest rate will be the rate of return for that minimum length
of time. If You request a percentage of the amount available
during the period certain, We will reduce the amount of each
payment during the rest of the period certain by that
percentage. After the period certain expires, Your payments will
increase to the level they would have been had no liquidation
taken place.
The market value adjustment formula for calculating the present
value described above for Fixed Annuity Payments is as follows:
n
Present Value = Σ [Payments × (1/1 + iC)]
t/365
s = 1
Where
iC = the interest rate described above
n = the number of payments remaining in the Contract
Owners certain period at the time of request for this
benefit
t = number of days remaining until that payment is made,
adjusting for leap years.
ILLUSTRATION:
Amount Annuitized
|
$12,589.80
|
|
Annuity Option
|
Life with 10 year certain period
|
|
Annuity Payments
|
$1,000 Annually first payment immediately
|
For the purposes of illustration, assume after two years
(immediately preceding the third payment), You choose to receive
full liquidity, and the current rate of return that We are then
crediting for 8 year fixed Period Certain Only
Annuitizations is 4.00%. The total amount available for
liquidity is calculated as follows:
1000 + (1000/1.04) + (1000/1.04)2 + (1000/1.04)3 + (1000/1.04)4 + (1000/1.04)5 + (1000/1.04)6 + (1000/1.04)7 = $7002.06 |
The surrender penalty is calculated as 5% of $7,002.06, or
$350.10.
The net result to You after subtraction of the surrender penalty
of $350.10 would be $6,651.96.
7
You would receive no more payments for 8 years. After
8 years, if you are still living, you will receive $1,000
annually until your death.
PAYMENT
OPTIONS
Election of
Options
While the Annuitant is alive, You can change Your Annuity option
selection any time up to the Maturity Date. Once Annuity
Payments have begun, no further elections are allowed.
During the Annuitants lifetime, if You do not elect
otherwise before the Maturity Date, We will pay You (or another
designated payee) the first of a series of monthly Annuity
Payments based on the life of the Annuitant, in accordance with
Annuity Option 2 (Life Annuity with 120, 180 or 240 monthly
payments assured). (See below for a description of each option.)
For certain Qualified Contracts, Annuity Option 4 (Joint and
Last Survivor Life Annuity Annuity Reduced on Death
of Primary Payee) will be the automatic option as described in
the Contract.
The minimum amount that can be placed under an Annuity option
will be $2,000 unless We agree to a lesser amount. If any
monthly periodic payment due is less than $100, We reserve the
right to make payments at less frequent intervals, or to pay the
Contract Value in a lump-sum.
On the Maturity Date, We will pay the amount due under the
Contract in accordance with the Payment Option that You select.
You may choose to receive a single lump-sum payment. You must
elect an option in writing, in a form satisfactory to the
Company. Any election made during the lifetime of the Annuitant
must be made by the Contract Owner.
Annuity
Options
Subject to the conditions described in Election of
Options above, We may pay all or any part of the Cash
Surrender Value under one or more of the following Annuity
options. Payments under the Annuity options are generally made
on a monthly basis. We may offer additional options. Where
required by state law or under a qualified retirement plan, the
Annuitants 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 for the assumed investment return and option elected.
Due to underwriting, administrative or Code considerations, the
choice of percentage reduction
and/or the
duration of the guarantee period may be limited.
Option 1 Life Annuity No Refund. The
Company will make Annuity Payments during the lifetime of the
Annuitant, terminating with the last payment preceding death.
While this option offers the maximum periodic payments, there is
no assurance of a minimum number of payments nor a 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, payments will
be continued during the remainder of the period to the
Beneficiary designated.
Option 3 Joint and Last Survivor Life
Annuity No Refund. The Company will make Annuity
Payments during the lifetime of the Annuitant and a second
person. When either person dies, We will continue making
payments to the survivor. No further payments will be made
following the death of the survivor. There is no assurance of a
minimum number of payments, nor is there a provision for a death
benefit upon the survivors death.
Option 4 Joint and Last Survivor Life
Annuity Annuity Reduced on Death of Primary Payee.
The Company will make Annuity Payments during the lifetimes of
the Annuitant and a second person. One of the two persons will
be designated as the primary payee. The other will be designated
as secondary payee. On the death of the secondary payee, if
survived by the primary payee, the Company 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, the Company will continue to make Annuity
8
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 once both payees
have died.
Option 5 Payments for a Fixed Period (Term Certain).
We will make periodic payments for the period selected. Please
note that Option 5 may not satisfy the minimum required
distribution rules for Qualified Contracts. Consult a tax
adviser before electing this option.
Option 6 Other Annuity Options. We will make any
other arrangements for Annuity Payments as may be mutually
agreed upon.
MISCELLANEOUS
CONTRACT PROVISIONS
Restrictions
on Financial Transactions
Federal laws designed to counter terrorism and prevent money
laundering might, in certain circumstances, require Us to block
a Contract Owners ability to make certain transactions and
thereby refuse to accept any request for transfers, withdrawals,
surrenders, or death benefits, until instructions are received
from the appropriate regulator. We may also be required to
provide additional information about You and Your Contract to
government regulators.
Misstatement
We may require proof of age of the Owner, Beneficiary or
Annuitant before making any payments under this Contract that
are measured by the Owners, Beneficiarys or
Annuitants 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.
Once Annuity Payments have begun, 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.
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 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; however, MLIDC may receive
12b-1 fees
from the Underlying Funds.
MLIDCs principal executive offices are located at 5 Park
Plaza, Suite 1900, Irvine, California, 92614. MLIDC is
registered as a broker-dealer with the 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 at
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 the 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
9
Company no longer offers the Contracts to new purchasers, but it
continues to accept purchase payments from existing Contract
Owners and Plan participants.
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 Funding Options
invested in the Contract. Alternatively, We may pay lower
compensation on Funding Options 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 7.5% of purchase
payments (if up-front compensation is paid to registered
representatives) and up to 1.50% annually of average Contract
Value (if asset-based 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 Companys 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-dealers sales personnel, the sponsoring of
conferences and seminars by the broker-dealer, or general
marketing services performed by the broker-dealer. The
broker-dealer may also provide other services or incur other
costs in connection with distributing the Companys
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
Companys products. The Company and MLIDC have entered into
preferred distribution arrangements with their affiliate Tower
Square Securities, Inc. and MetLife Investors Distribution
Company as well as and 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.
The Company and MLIDC have entered into selling agreements with
certain broker-dealer firms that have an affiliate that acts as
investment adviser or subadviser to one or more Underlying Funds
which are offered under the Contracts. These investment advisory
firms include Morgan Stanley Investment Advisers, Inc., MetLife
Advisers, LLC and MetLife Investment Advisors Company, LLC.
MetLife Advisers, LLC and MetLife Investment Advisors Company,
LLC are affiliates of the Company. Registered representatives of
broker-dealer firms with an affiliated company acting as an
adviser or a subadviser may favor these Funds when offering the
Contracts.
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 Contract 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, financial arrangements, marketing support,
medical and other insurance benefits, retirement benefits,
non-qualified deferred compensation plans, 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
10
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.
Metropolitan Life Insurance Company (MetLife), an
affiliate of the Company, registered representatives, who are
associated with MetLife Securities, Inc., 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
Funding Options 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 Funding Options
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 concessions
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 Companys 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 sales of products. These
payments may include support services in the form of recruitment
and training of personnel, production of promotional materials
and similar services.
We pay American Funds Distributors, Inc., principal underwriter
for the American Funds Insurance
Series®,
a percentage of all Purchase Payments allocated to the American
Funds Global Growth Fund, the American Funds Growth Fund, and
the American Funds Growth-Income Fund for services it provides
in marketing the Underlying Funds shares in connection
with the Contract.
From time to time MetLife pays organizations, associations, and
nonprofit organizations fees to endorse or sponsor
MetLifes variable annuity contracts. We may also obtain
access to an organizations members to market Our variable
annuity contracts. These organizations are compensated for their
endorsement or sponsorship of Our variable annuity contracts in
various ways. Primarily, they receive a flat fee from MetLife.
We also compensate these organizations by Our funding of their
programs, scholarships, events or awards, such as principal of
the year award. We 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, We hire the 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. We 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. We or Our
affiliates may also pay duly licensed individuals associated
with these organizations cash compensation for the sales of the
Contracts.
FEDERAL TAX
CONSIDERATIONS
Taxation of
the Company
The Company is taxed as a life insurance company under
Part I of Subchapter L of the Code. The assets underlying
the Fixed Annuity under the Contract will be owned by the
Company. The income earned on such assets will be the
Companys income.
Information
Regarding the Contract
Tax information regarding the Contract/Certificate and
distributions is briefly described in the accompanying Contract
prospectus.
11
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. Reference is
hereby made to such Registration Statement and exhibits for
further information relating to the Company and the Contracts.
The Companys annual report on
Form 10-K
was filed with the SEC on March 24, 2010 via EDGAR File
No. 033-03094.
The
Form 10-K
contains information for the period ended December 31, 2009
about the Company, including consolidated audited financial
statements for the Companys 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, 2009 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 Companys
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 SECs 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.
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
Companys) Annual Report on
Form 10-K
for the year ended December 31, 2009, have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report (which
expresses an unqualified opinion and includes an explanatory
paragraph regarding changes in the Companys 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, 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, and its method of accounting for
deferred acquisition costs as required by accounting guidance
adopted on January 1, 2007), 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.
12
APPENDIX A
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 states 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.
A-1
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution |
Estimate of Printing Costs: [to be filed by amendment]
Cost of Independent Registered Public Accounting Firm: [to be
filed by amendment]
Item 14. | Indemnification of Directors and Officers |
The Registrants 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
Registrants 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 corporations
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.) | |
1(b).
|
Resolution of Board of Directors of MetLife Insurance Company of Connecticut (including Agreement and Plan of Merger). (Incorporated herein by reference to Exhibit 1(b) to the Registration Statement on Form S-1, file number 333-147912, filed on December 7, 2007.) | |
2.
|
None. | |
3.
|
Charter of The Travelers Insurance Company, as amended on October 19, 1994. (Incorporated herein by reference to Exhibit 3(a)(i) to the Registration Statement on Form S-2, File No. 033-58677, filed via Edgar on April 18, 1995.) | |
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 N-4, File No. 333-58809, filed November 3, 1998.) | |
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).
|
Merger Endorsement (6-E48-07) (December 7, 2007). (Incorporated herein by reference to Exhibit 4(b) to the Registration Statement on Form S-1, file number 333-147912, filed on December 7, 2007.) | |
4(c).
|
Individual Retirement Annuity Qualification Rider. L-22445 1-08. (Incorporated herein by reference to Exhibit 4(c) to the Registration Statement on Form S-1, file number 333-147912, filed on April 9, 2008.) | |
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 number 333-147912, filed on April 9, 2008.) | |
5.
|
Opinion re: Legality of Shares, Including Consent. (Incorporated herein by reference to Exhibit 5 to the Registration Statement on Form S-1, file number 333-147912, filed on December 7, 2007.) | |
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 II for Variable Annuities to the Registration Statement on Form N-4, File Nos. 033-65339/811-07463 filed April 6, 2007.) | |
11.
|
None. | |
12.
|
None. | |
13.
|
None. | |
15.
|
None. | |
16.
|
None. | |
23.
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. To be filed by amendment. | |
23(a).
|
Consent of Counsel. See Exhibit 5. | |
Exhibit |
||
Number
|
Description
|
|
24.
|
Powers of Attorney authorizing Michele H. Abate, Paul G. Cellupica, John E. Connolly, Jr., Gina C. Sandonato, 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. Filed as Exhibit 24 to Post-Effective Amendment No. 5 to this Registration Statement on Form S-1, File No. 333-147912, filed on April 8, 2010. | |
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 24, 2010 (Accession No. 0000950123-10-027748). |
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 January 24,
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 January 24, 2011.
/s/ *MICHAEL
K. FARRELL (Michael K. Farrell) |
Director, President and Chief Executive Officer
|
|
/s/ *MARIA
R. MORRIS (Maria R. Morris) |
Director
|
|
/s/ *ROBERT
E. SOLLMANN, JR. (Robert E. Sollmann, Jr. |
Director
|
|
/s/ *STANLEY
J. TALBI (Stanley J. Talbi) |
Executive Vice President and Chief Financial Officer
|
|
/s/ *PETER
M. CARLSON (Peter M. Carlson) |
Executive Vice President and Chief Accounting Officer
|
|
*By:
/s/ Myra
L. Saul Myra
L. Saul, Attorney-in-Fact
|