485BPOS 1 c44543_485bpos.txt REGISTRATION STATEMENT NO. 333-58809 811-08869 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 12 AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 12 ----------- METLIFE OF CT SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (EXACT NAME OF REGISTRANT) METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT (NAME OF DEPOSITOR ONE CITYPLACE, HARTFORD, CONNECTICUT 06103 (Address of Depositor's Principal Executive Offices) Depositor's Telephone Number, including area code: (860) 308-1000 JAMES L. LIPSCOMB, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL MetLife Life and Annuity Company of Connecticut One Cityplace Hartford, Connecticut 06103-3415 (860) 308-1000 (Name, Address, including Zip Code, and Telephone Number, including Area Code of Agent for Service) (Name and Address of Agent for Service) COPIES TO: Diane E. Ambler Krikpatrick & Lockhart Nicholson Graham LLP 1601 K Street, NW Washington, DC 20006 Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective (check appropriate box): [ X ] immediately upon filing pursuant to paragraph (b) of Rule 485. [ ] on _____________ pursuant to paragraph (b) of Rule 485. [ ] __ days after filing pursuant to paragraph (a)(1) of Rule 485. [ ] on ___________ pursuant to paragraph (a)(1) of Rule 485. If appropriate, check the following box: [ N/A ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. FILING NOTE The purpose of this Post-Effective Amendment is to file the attached Supplement to the Prospectus dated November 13, 2006. This Post-Effective Amendment does not supersede any previously filed post-effective amendment. The following documents are incorporated herein by reference: The Prospectus and Statement of Additional Information each dated May 1, 2006, included in Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, File Nos. 333-58809/811-08869 filed April 14, 2006 pursuant to paragraph (b) of Rule 485. The Prospectus dated May 1, 2006 filed with the Securities and Exchange Commission on May 3, 2006 pursuant to Rule 497(e) under the Securities Act of 1933 in connection with Registration Statement No. 333-58809. Supplement Dated August 2, 2006 to the Variable Annuity Contract and Variable Life Insurance Policy Prospectuses Listed Below (MetLife Retirement Account), filed with the Securities and Exchange Commission on August 1, 2006 pursuant to Rule 497(e) under the Securities Act of 1933 in connection with Registration Statement No. 333-58809. MetLife Life and Annuity Insurance Company of Connecticut (formerly, The Travelers Life and Annuity Company), MetLife of CT Separate Account Six For Variable Annuities, MetLife Retirement Account Annuity Notice of Substitution filed with the Securities and Exchange Commission on August 15 ,2006 pursuant to Rule 497(e) under the Securities Act of 1933 in connection with Registration Statement No. 333-58809. PART A INFORMATION REQUIRED IN A PROSPECTUS METLIFE INSURANCE COMPANY OF CONNECTICUT (FORMERLY, THE TRAVELERS INSURANCE COMPANY) METLIFE OF CT SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT (FORMERLY, THE TRAVELERS LIFE AND ANNUITY COMPANY OF CONNECTICUT) METLIFE OF CT SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES METLIFE RETIREMENT ACCOUNT ANNUITY SUPPLEMENT DATED NOVEMBER 13, 2006 TO THE PROSPECTUS DATED MAY 1, 2006, AS SUPPLEMENTED THIS SUPPLEMENTS THE INFORMATION CONTAINED IN THE PROSPECTUS FOR THE VARIABLE ANNUITY CONTRACT LISTED ABOVE. THIS SUPPLEMENT SHOULD BE READ IN ITS ENTIRETY AND KEPT TOGETHER WITH THE PROSPECTUS FOR FUTURE REFERENCE. 1. VARIABLE FUNDING OPTION SUBSTITUTION Effective on or about November 13, 2006, the Replacement Fund in the box below was substituted for the corresponding Prior Fund as a Variable Funding Option under the Contract. For existing Contract Owners the substitution had no effect on the Contract Value in the Variable Funding Option. However, the number of units received in the Replacement Fund may be different from the number of units held in the Prior Fund, due to differences in the unit values. Any elections existing Contract Owners had on file for the Prior Fund for the allocation of Contract Value have been redirected to the corresponding Replacement Fund. References in the Prospectus and Statement of Additional Information to the Prior Fund shall be deemed to refer to the Replacement Fund, including references to the Monitored Portfolios in the "TRANSFERS" section of the Prospectus. -------------------------------------- ----------------------------------------- PRIOR FUND REPLACEMENT FUND -------------------------------------- ----------------------------------------- -------------------------------------- ----------------------------------------- Lazard Retirement Small Cap Portfolio Third Avenue Small Cap Value Portfolio - Class B -------------------------------------- ----------------------------------------- The following information is added to the table in the "UNDERLYING FUND FEES AND EXPENSES" section of the Prospectus and replaces such information for the corresponding Prior Fund:
DISTRIBUTION AND/OR TOTAL CONTRACTUAL FEE NET TOTAL SERVICE ANNUAL WAIVER ANNUAL UNDERLYING MANAGEMENT (12b-1) OTHER OPERATING AND/OR EXPENSE OPERATING FUND: FEE FEES EXPENSES EXPENSES REIMBURSEMENT EXPENSES --------------- ------------- ------------ ----------- --------- ----------------- -------------- MET INVESTORS SERIES TRUST Third Avenue Small Cap Value Portfolio -- Class B*............. 0.75% 0.25% 0.05% 1.05% -- 1.05%
The following information is added to the table that appears under "THE VARIABLE FUNDING OPTIONS" section of the Prospectus and replaces such information for the corresponding Prior Fund:
FUNDING INVESTMENT INVESTMENT OPTION OBJECTIVE ADVISER/SUBADVISER ---------------------------------------- ---------------------------------------- ------------------------------------ MET INVESTORS SERIES TRUST Third Avenue Small Cap Value Long-term capital appreciation. Met Investors Advisory LLC Portfolio -- Class B* Subadviser: Third Avenue Management LLC
2. MERGER OF PRINCIPAL UNDERWRITER AND DISTRIBUTOR Effective on or about October 20, 2006, the principal underwriter and distributor of the Contracts, MLI Distribution LLC, merged with and into MetLife Investors Distribution Company. MetLife Investors Distribution Company is a wholly-owned subsidiary of MetLife Investors Group, Inc., which in turn is a wholly-owned subsidiary of MetLife, Inc. MetLife Investors Distribution Company's principal executive offices are located at 5 Park Plaza, Suite 1900, Irvine, CA 92614. It is not anticipated that the merger will have an impact on the distribution of the Contracts or the level of compensation paid in connection with such distribution. References in the Prospectus and Statement of Additional Information to the principal underwriter and distributor of the Contracts shall be deemed to refer to MetLife Investors Distribution Company. 3. The following information is added to the table that appears under "UNDERLYING FUND NAME CHANGES" in Appendix F:
FORMER NAME NEW NAME --------------------------------------------------------------- ----------------------------------------------------------- MET INVESTORS SERIES TRUST MET INVESTORS SERIES TRUST Mercury Large-Cap Core Portfolio BlackRock Large-Cap Core Portfolio VAN KAMPEN LIFE INVESTMENT TRUST VAN KAMPEN LIFE INVESTMENT TRUST Van Kampen Life Investment Emerging Growth Portfolio Van Kampen Life Investment Trust-Strategic Growth Portfolio
4. The following information is added at the end of the table that appears under "UNDERLYING FUND SUBSTITUTIONS" in Appendix F:
FORMER UNDERLYING FUND NEW UNDERLYING FUND --------------------------------------------------------------- ----------------------------------------------------------- LAZARD RETIREMENT SERIES, INC. MET INVESTORS SERIES TRUST Lazard Retirement Small Cap Portfolio Third Avenue Small Cap Value Portfolio - Class B
Book 21 November 13, 2006 PART C ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) The financial statements of the Registrant and the reports of Independent Registered Public Accounting Firms thereto are contained in the Registrant's Annual Report and are included in the Statement of Additional Information. The financial statements of the Registrant include: The financial statements of the Registrant include: (1) Statement of Assets and Liabilities as of December 31, 2005 (2) Statement of Operations for the year ended December 31, 2005 (3) Statement of Changes in Net Assets for the years ended December 31, 2005 and 2004 (4) Notes to Financial Statements The consolidated financial statements and schedules of The Travelers Life and Annuity Company and subsidiaries and the reports of Independent Registered Public Accounting Firms, are contained in the Statement of Additional Information. The consolidated financial statements of The Travelers Life and Annuity Company and subsidiaries include: (1) Consolidated Balance Sheets as of December 31, 2005 and 2004 (2) Consolidated Statements of Income for the six months ended December 31, 2005 and June 30, 2005 and for the years ended December 31, 2004 and 2003 (3) Consolidated Statements of Stockholder's Equity for the six months ended December 31, 2005 and June 30, 2005 and for the years ended December 31, 2004 and 2003 (4) Consolidated Statements of Cash Flows for the six months ended December 31, 2005 and June 30, 2005 and for the years ended December 31, 2004 and 2003 (5) Notes to Consolidated Financial Statements (6) Financial Statement Schedules (b) Exhibits EXHIBIT NUMBER DESCRIPTION ------- ----------- 1. Resolution of The Travelers Life and Annuity Company Board of Directors authorizing the establishment of the Registrant. (Incorporated herein by reference to Exhibit 1 to the Registration Statement on Form N-4, File No. 333-58809, filed July 9, 1998.) 2. Not Applicable. 3(a). Distribution and Principal Underwriting Agreement among the Registrant, The Travelers Life and Annuity Company and Travelers Distribution LLC (Incorporated herein by reference to Exhibit 3(a) to the Registration Statement on Form N-4, File No. 333-58809 filed February 26, 2001.) 3(b). Selling Agreement. (Incorporated herein by reference to Exhibit 3(b) to Post-Effective Amendment No. 2 and Amendment No. 17 to the Registration Statement on Form N-4, File Nos. 333-65942, 811--08225 filed April 15, 2003.) 3(c) Form of Selling Agreement. (Incorporated herein by reference to Exhibit 3(b) to Post-Effective Amendment No. 14 and Amendment 30 to The Travelers Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File Nos. 033-65343, 811-07463 filed April 5, 2006.) 4. Variable Annuity Contract. (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.) a. Company Name Change Endorsement. (Incorporated herein by reference to Exhibit 4(c) to Post-Effective Amendment No. 14 and Amendment 30 to the Registration Statement on Form N-4, File Nos. 033-65339, 811-07463 filed on April 7, 2006.) 5. 1) Application. (Incorporated herein by reference to Exhibit 5 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-58809, filed November 3, 1998.) a. The Travelers Insurance Company, The Travelers Life and Annuity Company, Deferred Variable Annuity Application Rev. 5-05, National app L-22213* b. The Travelers Insurance Company, The Travelers Life and Annuity Company, Deferred Variable Annuity Application Rev. 7-05 National app L-22213* c. The Travelers Insurance Company, The Travelers Life and Annuity Company, Deferred Variable Annuity Application Rev. 11-05 National app L-22213* d. The Travelers Insurance Company, The Travelers Life and Annuity Company, Deferred Variable Annuity Application Rev. 1-06 National app L-22213* e. The Travelers Insurance Company, The Travelers Life and Annuity Company, Master Application for Group Deferred Variable Annuity L22534 TRA Master App 7-05* f. The Travelers Life and Annuity Company for Deferred Variable Annuity Application (Arizona) L-22213AZ 5-05* g. The Travelers Life and Annuity Company for Deferred Variable Annuity Application (Arizona) L-22213AZ 7-05* h. The Travelers Life and Annuity Company for Deferred Variable Annuity Application (Arizona) L-22213AZ 11-05* i. The Travelers Life and Annuity Company for Deferred Variable Annuity Application (Arizona) L-22213AZ 1-06* *(Incorporated herein by reference to Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, File Nos. 333-58809/811-08869, filed April 10, 2006.) 2) Form of Variable Annuity Application. (Incorporated herein by reference to Exhibit 5 to Post-Effective Amendment No. 14 and Amendment 30 to The Travelers Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File Nos. 033-65343, 811-07465 filed April 5, 2006.) 6(a). Charter of The Travelers Life and Annuity Company, as amended on April 10, 1990. (Incorporated herein by reference to Exhibit 6(a) to the Registration Statement on Form N-4, File No. 333-40191, filed November 13, 1997.) 1) Certificate of Amendment of the Charter as Amended and Restated of The Travelers Life and Annuity Company effective May 1, 2006. (Incorporated herein by reference to Exhibit 6(c) to Post-Effective Amendment No. 14 and Amendment 30 to The Travelers Fund ABD II for Variable Annuities Registration Statement on Form N-4, File Nos. 033-65339, 811-07463 filed April 7, 2006.) 6(b) By-Laws of The Travelers Life and Annuity Company, as amended on October 20, 1994. (Incorporated herein by reference to Exhibit 6(b) to the Registration Statement on Form N-4, File Nos. 333-40191, 811-08479 filed November 13, 1997.) 6(c) Certificate of Amendment of the Charter as Amended and Restated of The Travelers Life and Annuity Company effective May 1, 2006. (Incorporated herein by reference to Post-Effective Amendment No. 14 and Amendment 30 to The Travelers Fund ABD II for Variable Annuities Registration Statement on Form N-4 , File Nos. 033-65339, 811-07463 filed April 7, 2006.) 7. Specimen Reinsurance Agreement. (Incorporated herein by reference to Exhibit 7 to Post-Effective Amendment No. 2 and Amendment No. 30 to the Registration Statement on Form N-4, File Nos. 333-65942, 811-08225 filed April 15, 2003.) 8. Participation Agreements. (Incorporated herein by reference to Exhibit 8 to Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, File No. 333-101778, filed April 21, 2005). 8(a) Participation Agreement Among Met Investors Series Trust, Met Investors Advisory, LLC, MetLife Investors Distribution Company, The Travelers Insurance Company and The Travelers Life and Annuity Company effective November 1, 2005. (Incorporated herein by reference to Exhibit 8(c) to Post-Effective Amendment No. 14 and Amendment 30 to The Travelers Fund ABD for Variable Annuities Registration Statement on Form N-4, File Nos. 033-65343, 811-07463 filed April 5, 2006.) 8(b) Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisers, LLC, Metropolitan Life Insurance Company, The Travelers Insurance Company and The Travelers Life and Annuity Company effective November 1, 2005. (Incorporated herein by reference to Exhibit 8(b) to Post-Effective Amendment No. 14 and Amendment No. 30 to The Travelers Fund ABD for Variable Annuities Registration Statement on Form N-4, File No. 033-65343, 811-07463 filed April 5, 2006.) 9. Opinion of Counsel as to the legality of securities being registered. (Incorporated herein by reference to Exhibit 9 to this Registration Statement on Form N-4, filed July 9, 1998.) 10.(a) Consent of KPMG LLP, Independent Registered Public Accounting Firm. Filed herewith. 10.(b) Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. Filed herewith 11. Not applicable. 12. Not applicable. 15 Powers of Attorney authorizing Michele H. Abate, Thomas S. Clark, John E. Connolly, Jr., Mary K. Johnson, James L. Lipscomb, Gina C. Sandonato, Myra L. Saul, and Marie C. Swift as signatory for Leland C. Launer, Jr., Lisa M. Weber, Stanley J. Talbi, and Joseph J. Prochaska, Jr. Filed herewith. 15(a) Power of Attorney authorizing Michele H. Abate, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L. Saul, and Marie C. Swift to act as signatory for Michael K. Farrell. Filed herewith. ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Business Address: MetLife Life and Annuity Company of Connecticut One Cityplace Hartford, CT 06103-3415 Name and Principal Positions and Offices Business Address with Insurance Company Michael K. Farrell Director and President 10 Park Avenue Morristown, NJ 07962 Leland C. Launer, Jr. Director 501 Route 22 Bridgewater, NJ 08807 Lisa M. Weber Director One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 Steven A. Kandarian Executive Vice President and 10 Park Avenue Chief Investment Officer Morristown, NJ 07962 James L. Lipscomb Executive Vice President and One MetLife Plaza General Counsel 27-01 Queens Plaza North Long Island City, New York 11101 Joseph J. Prochaska, Jr. Executive Vice President and One MetLife Plaza Chief Accounting Officer 27-01 Queens Plaza North Long Island City, New York 11101 Stanley J. Talbi Executive Vice President and One MetLife Plaza Chief Financial Officer 27-01 Queens Plaza North Long Island City, New York 11101 Gwenn L. Carr Senior Vice President and Secretary One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 Anthony J. Williamson Senior Vice President and Treasurer One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 Roberto Baron Vice President and Senior Actuary One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 S. Peter Headley Vice President and Assistant Secretary 6750 Poplar Avenue Germantown, TN 38138 Daniel D. Jordan Vice President and Assistant Secretary 501 Boylston Street Boston, MA 02116 Bennett Kleinberg Vice President and Actuary 185 Asylum Street Hartford, CT 06103 Paul L. LeClair Vice President and Actuary 501 Boylston Street Boston, MA 02116 Linn K. Richardson Vice President and Actuary 10 Park Avenue Morristown, NJ 07962 Jonathan L. Rosenthal Vice President and Chief Hedging Officer 10 Park Avenue Morristown, NJ 07962 Jeffrey N. Altman Vice President 10 Park Avenue Morristown, NJ 07962 Steven J. Brash Vice President One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 William D. Cammarata Vice President 18210 Crane Nest Drive Tampa, FL 33647 Vincent Cirulli Vice President 10 Park Avenue Morristown, NJ 07962 James R. Dingler Vice President 10 Park Avenue Morristown, NJ 07962 Elizabeth M. Forget Vice President 260 Madison Ave New York, NY 10016 Judith A. Gulotta Vice President 10 Park Avenue Morristown, NJ 07962 C. Scott Inglis Vice President 10 Park Avenue Morristown, NJ 07962 Gene L. Lunman Vice President 185 Asylum Street Hartford, CT 06103 Joseph J. Massimo Vice President 18210 Crane Nest Drive Tampa, FL 33647 Daniel A. O'Neill Vice President 10 Park Avenue Morristown, NJ 07962 Mark S. Reilly Vice President 185 Asylum Street Hartford, CT 06103 Mark J. Remington Vice President 185 Asylum Street Hartford, CT 06103 Ragai A. Roushdy Vice President 10 Park Avenue Morristown, NJ 07962 Erik V. Savi Vice President 10 Park Avenue Morristown, NJ 07962 Kevin M. Thorwarth Vice President 10 Park Avenue Morristown, NJ 07962 Mark. H. Wilsmann Vice President 10 Park Avenue Morristown, NJ 07962 ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT The Registrant is a separate account of MetLife Life and Annuity Company of Connecticut (formerly The Travelers Life and Annuity Company) under Connecticut insurance law. The Depositor is an indirectly wholly owned subsidiary of MetLife, Inc., a publicly traded company. No person is controlled by the Registrant. The following outline indicates those entities that are controlled by MetLife, Inc. or are under the common control of MetLife, Inc. ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES AS OF SEPTEMBER 30, 2006 The following is a list of subsidiaries of MetLife, Inc. updated as of September 30, 2006. Those entities which are listed at the left margin (labeled with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise indicated, each entity which is indented under another entity is a subsidiary of that other entity and, therefore, an indirect subsidiary of MetLife, Inc. Certain inactive subsidiaries have been omitted from the MetLife, Inc. organizational listing. The voting securities (excluding directors' qualifying shares, (if any)) of the subsidiaries listed are 100% owned by their respective parent corporations, unless otherwise indicated. The jurisdiction of domicile of each subsidiary listed is set forth in the parenthetical following such subsidiary. A. MetLife Group, Inc. (NY) B. MetLife Bank National Association (USA) C. Exeter Reassurance Company, Ltd. (Bermuda) D. MetLife Taiwan Insurance Company Limited (Taiwan) E. Metropolitan Tower Life Insurance Company (DE) 1. TH Tower NGP, LLC (DE) 2. Partners Tower, L.P. (DE) - a 99% limited partnership interest of Partners Tower, L.P. is held by Metropolitan Tower Life Insurance Company and 1% general partnership interest is held by TH Tower NGP, LLC (DE) 3. TH Tower Leasing, LLC (DE) 4. MetLife Retirement Services LLC (NJ) a) MetLife Investment Funds Services LLC (NJ) b) MetLife Investment Funds Management LLC (NJ) c) MetLife Associates LLC (DE) 1) CitiStreet Equities LLC (NJ) F. MetLife Pensiones S.A. (Mexico)- 97.4738% is owned by Metlife, Inc. and 2.5262% is owned by Metropolitan Asset Management Corporation. G. MetLife Chile Inversiones Limitada (Chile)- 99.9999999% is owned by MetLife, Inc. and 0.0000001% is owned by Natiloportem Holdings, Inc. 1. MetLife Chile Seguros de Vida S.A. (Chile)- 99.99% is owned by MetLife Chile Inversiones Limitada, and 0.01% is owned by MetLife International Holdings, Inc. a) MetLife Chile Administradora de Mutuos Hipotecarios S.A. (Chile)- 99.99% is owned by MetLife Chile Seguros de Vida S.A., and 0.01% is owned by MetLife Chile Inversiones Limitada. H. MetLife Mexico S.A. (Mexico)- 98.70541% is owned by Metlife, Inc., 1.27483% is owned by Metropolitan Asset Management Corporation and 0.01976% is owned by Metlife International Holdings, Inc. 1. MetLife Afore, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife Mexico S.A. (Mexico) and 0.01% is owned by MetLife Pensiones S.A. a) Met1 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife Afore, S.A. de C.V. and 0.01% is owned by MetLife Mexico S.A. (Mexico) b) Met2 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife Afore, S.A. de C.V. and 0.01% is owned by MetLife Mexico S.A. (Mexico) c) Met3 SIEFORE, S.A. de C.V. (Mexico)- 99.9% is owned by MetLife Afore, S.A. de C.V. and 0.01% is owned by MetLife Mexico S.A. (Mexico) I. MetLife Mexico Servicios, S.A. de C.V. (Mexico)- 98% is owned by MetLife, Inc. and 2% is owned by MetLife International Holdings, Inc. J. Metropolitan Life Seguros de Vida S.A. (Uruguay) K. MetLife Securities, Inc. (DE) L. Enterprise General Insurance Agency, Inc. (DE) 1. MetLife General Insurance Agency of Texas, Inc. (DE) 2. MetLife General Insurance Agency of Massachusetts, Inc. (MA) 1 M. Metropolitan Property and Casualty Insurance Company (RI) 1. Metropolitan General Insurance Company (RI) 2. Metropolitan Casualty Insurance Company (RI) 3. Metropolitan Direct Property and Casualty Insurance Company (RI) 4. Met P&C Managing General Agency, Inc. (TX) 5. MetLife Auto & Home Insurance Agency, Inc. (RI) 6. Metropolitan Group Property and Casualty Insurance Company (RI) a) Metropolitan Reinsurance Company (U.K.) Limited (United Kingdom) 7. Metropolitan Lloyds, Inc. (TX) a) Metropolitan Lloyds Insurance Company of Texas (TX)- Metropolitan Lloyds Insurance Company of Texas, an affiliated association, provides automobile, homeowner and related insurance for the Texas market. It is an association of individuals designated as underwriters. Metropolitan Lloyds, Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company, serves as the attorney-in-fact and manages the association. 8. Economy Fire & Casualty Company (IL) a) Economy Preferred Insurance Company (IL) b) Economy Premier Assurance Company (IL) N. Cova Corporation (MO) 1. Texas Life Insurance Company (TX) 2. Cova Life Management Company (DE) O. MetLife Investors Insurance Company (MO) 1. MetLife Investors Insurance Company of California (CA) P. First MetLife Investors Insurance Company (NY) Q. Walnut Street Securities, Inc. (MO) 1. Walnut Street Advisers, Inc. (MO) R. Newbury Insurance Company, Limited (BERMUDA) S. MetLife Investors Group, Inc. (DE) 1. MetLife Investors USA Insurance Company (DE) 2. MetLife Investors Distribution Company (MO) 3. Met Investors Advisory, LLC (DE) 4. MetLife Investors Financial Agency, Inc. (TX) 2 T. MetLife International Holdings, Inc. (DE) 1. MetLife Mexico Cares, S.A. de C.V. (Mexico) a) Fundacion MetLife Mexico, A.C. (Mexico) 2. Natiloportem Holdings, Inc. (DE) a) Servicios Administrativos Gen, S.A. de C.V. (Mexico) (1) MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by Servicios Administrativos Gen, S.A. de C.V. and 1% is owned by MetLife Mexico Cares, S.A. de C.V. (2) MLA Servicios, S.A. de C.V. (Mexico) 99% is owned by Servicios Administrativos Gen, S.A. de C.V. and 1% is owned by MetLife Mexico Cares, S.A. de C.V. 3. MetLife India Insurance Company Private Limited (India)- 26% is owned by MetLife International Holdings, Inc. and 74% is owned by third parties. 4. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)- 99.9989% is owned by MetLife International Holdings, Inc. and 0.0011% is owned by Natiloporterm Holdings, Inc. 5. Metropolitan Life Seguros de Retiro S.A. (Argentina)- 95.2319% is owned by MetLife International Holdings, Inc. and 4.7680% is owned by Natiloportem Holdings, Inc. 6. Metropolitan Life Seguros de Vida S.A. (Argentina)- 95.2499% is owned by MetLife International Holdings, Inc. and 4.7473% is owned by Natiloportem Holdings, Inc. 7. MetLife Insurance Company of Korea Limited (South Korea)- 21.22% of MetLife Insurance Company of Korea Limited is owned by MetLife, Mexico, S.A. and 78.78% is owned by Metlife International Holdings, Inc. 8. Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)- 99.999999% is owned by MetLife International Holdings, Inc. and 0.000001% is owned by Natiloportem Holdings, Inc. 9. MetLife Global, Inc. (DE) 10. MetLife Administradora de Fundos Multipatrocinados Ltda (Brazil) - 95.4635% is owned by MetLife International Holdings, Inc. and 4.5364% is owned by Natiloportem Holdings, Inc. 11. MetLife Insurance Limited (United Kingdom) 12. MetLife General Insurance Limited (Australia) 13. MetLife Limited (United Kingdom) 14. MetLife Insurance S.A./NV (Belgium) - 99.9% is owned by MetLife International Holdings, Inc. and 0.1% is owned by third parties. 15. MetLife Services Limited (United Kingdom) 16. Siembra Seguros de Vida S.A. (Argentina) - 97.9327% is owned by MetLife International Holdings, Inc. and 2.0672% is owned by Natiloportem Holdings, Inc. 17. MetLife International Insurance Ltd. (Bermuda) 18. MetLife Insurance Limited (Australia) a) MetLife Insurance and Investment Trust (Australia) b) MetLife Investments Pty Limited (Australia) c) MetLife Trustee Pty Limited (Australia) d) MetLife Services (Singapore) PTE Limited (Australia) 19. Siembra Seguros de Retiro S.A. (Argentina) - 96.8819% is owned by MetLife International Holdings, Inc. and 3.1180% is owned by; Natiloportem Holdings, Inc. 20. Best Market S.A. (Argentina) - 5% of the shares are held by Natiloportem Holdings, Inc., and 94.9999% is owned by MetLife International Holdings Inc. 21. Compania Previsional MetLife S.A. (Brazil) - 95.4635% is owned by MetLife International Holdings, Inc. and 4.5364% is owned by Natiloportem Holdings, Inc. (a) Met AFJP S.A. (Argentina) - 75.4088% of the shares of Met AFJP S.A. are held by Compania Previsional MetLife SA, 19.5912% is owned by Metropolitan Life Seguros de Vida SA, 3.9689% is held by Natiloportem Holdings, Inc., and 1.0310% is held by Metropolitan Life Seguros de Retiro SA. 22. MetLife Worldwide Holdings, Inc. (DE) a) MetLife Towarzystwo Ubezpieczen na Zycie S.A. (Poland) b) MetLife Reinsurance (Bermuda) Ltd. (Bermuda) c) MetLife Direct Co., Ltd. (Japan) d) MetLife Vida e Previdencia S.A. (Brazil) U. Metropolitan Life Insurance Company (NY) 1. 334 Madison Avenue BTP-D Holdings, LLC (DE) 2. 334 Madison Avenue BTP-E Holdings, LLC (DE) 3. 334 Madison Euro Investments, Inc. (DE) a) Park Twenty Three Investments Company (United Kingdom)- 1% voting control of Park Twenty Three Investments Company is held by St. James Fleet Investments Two Limited. (1) Convent Station Euro Investments Four Company (United Kingdom)- 1% voting control of Convent Station Euro Investments Four Company is held by 334 Madison Euro Investments, Inc. as nominee for Park Twenty Three Investments Company. 4. St. James Fleet Investments Two Limited (Cayman Islands)- 34% of the shares of St. James Fleet Investments Two Limited is held by Metropolitan Life Insurance Company. 5. One Madison Investments (Cayco) Limited (Cayman Islands)- 10.1% voting control of One Madison Investments (Cayco) Limited is held by Convent Station Euro Investments Four Company. 6. CRB Co, Inc. (MA)- AEW Real Estate Advisors, Inc. holds 49,000 preferred non-voting shares and AEW Advisors, Inc. holds 1,000 preferred non-voting shares of CRB, Co., Inc. 7. GA Holding Corp. (MA) 3 8. L/C Development Corporation (CA) 9. Thorngate, LLC (DE) 10. Alternative Fuel I, LLC (DE) 11. Transmountain Land & Livestock Company (MT) 12. MetPark Funding, Inc. (DE) 13. HPZ Assets LLC (DE) 14. Missouri Reinsurance (Barbados), Inc. (Barbados) 15. Metropolitan Tower Realty Company, Inc. (DE) a) Midtown Heights, LLC (DE) 16. MetLife (India) Private Ltd. (India) 17. Metropolitan Marine Way Investments Limited (Canada) 18. MetLife Private Equity Holdings, LLC (DE) 19. 23rd Street Investments, Inc. (DE) a) Mezzanine Investment Limited Partnership-BDR (DE). Metropolitan Life Insurance Company holds a 99% limited partnership interest in Mezzanine Investment Limited Partnership-BDR and 23rd Street Investments, Inc. is a 1% general partner. b) Mezzanine Investment Limited Partnership-LG (DE). 23rd Street Investments, Inc. is a 1% general partner of Mezzanine Investment Limited Partnership-LG. Metropolitan Life Insurance Company holds a 99% limited partnership interest in Mezzanine Investment Limited Partnership-LG. 20. Metropolitan Realty Management, Inc. (DE) 21. Dewey Square South, LLC (NY) 22. Hyatt Legal Plans, Inc. (DE) a) Hyatt Legal Plans of Florida, Inc. (FL) 23. MetLife Holdings, Inc. (DE) a) MetLife Credit Corp. (DE) b) MetLife Funding, Inc. (DE) 4 24. Bond Trust Account A (MA) 25. Metropolitan Asset Management Corporation (DE) a) MetLife Capital Credit L.P. (DE)- 90% of MetLife Capital Credit L.P. is held directly by Metropolitan Life Insurance Company. b) MetLife Capital Limited Partnership (DE)- 73.78% Limited Partnership interest is held directly by Metropolitan Life Insurance Company. c) MetLife Investments Asia Limited (Hong Kong)- One share of MetLife Investments Asia Limited is held by W&C Services, Inc., a nominee of Metropolitan Asset Management Corporation. d) MetLife Investments Limited (United Kingdom)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited and LA Investments, S.A. and 1% of MetLife Latin America Asesorias e Inversiones Limitada. e) LA Investments, S.A. (Argentina)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited and LA Investments, S.A. and 1% of MetLife Latin America Asesorias e Inversiones Limitada. f) MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited and LA Investments, S.A. and 1% of MetLife Latin America Asesorias e Inversiones Limitada. 26. New England Life Insurance Company (MA) a) MetLife Advisers, LLC (MA) b) New England Securities Corporation (MA) c) Omega Reinsurance Corporation (AZ) 27. GenAmerica Financial, LLC (MO) a) GenAmerica Capital I (DE) b) General American Life Insurance Company (MO) (1) GenAmerica Management Corporation (MO) 5 (3) Reinsurance Group of America, Incorporated (MO) - (52.8%) (a) Reinsurance Company of Missouri, Incorporated (MO) (i) Timberlake Financial, L.L.C. (DE) (A) Timberlake Reinsurance Company II (SC) (ii) RGA Reinsurance Company (MO) (A) Fairfield Management Group, Inc. (MO) (aa) Reinsurance Partners, Inc. (MO) (b) RGA Worldwide Reinsurance Company, Ltd. (Barbados) (c) RGA Sigma Reinsurance SPC (Cayman Islands) (d) RGA Americas Reinsurance Company, Ltd. (Barbados) (e) RGA Reinsurance Company (Barbados) Ltd. (Barbados) (80%) (i) RGA Financial Group, L.L.C. (DE)- RGA Reinsurance Company also owns a 20% non- equity membership in RGA Financial Group, L.L.C. (f) RGA Life Reinsurance Company of Canada (Canada) (g) RGA International Corporation (Nova Scotia) (h) RGA Holdings Limited (U.K.) (United Kingdom) (i) RGA UK Services Limited (United Kingdom) (ii) RGA Capital Limited U.K. (United Kingdom) (iii) RGA Reinsurance (UK) Limited (United Kingdom) (iv) RGA Services India Private Limited (India) (i) RGA South African Holdings (Pty) Ltd. (South Africa) (i) RGA Reinsurance Company of South Africa Limited (South Africa) (j) RGA Australian Holdings PTY Limited (Australia) (i) RGA Reinsurance Company of Australia Limited (Australia) (ii) RGA Asia Pacific PTY, Limited (Australia) (k) General American Argentina Seguros de Vida, S.A. (Argentina) - 95% of General American Argentina Seguros de Vida, S.A. is owned by Reinsurance Group of America, Incorporated and 5% is owned by RGA Reinsurance Company (Barbados) Ltd. 6 (l) RGA Technology Partners, Inc. (MO) (m) RGA International Reinsurance Company (Ireland) (n) RGA Capital Trust I (DE) (o) RGA Global Reinsurance Company, Ltd. (Bermuda) 28. Corporate Real Estate Holdings, LLC (DE) 29. Ten Park SPC (CAYMAN ISLANDS ) - 1% voting control of Ten Park SPC is held by Metropolitan Asset Management Corporation 30. MetLife Tower Resources Group, Inc. (DE) 31. Headland - Pacific Palisades, LLC (CA) 32. Headland Properties Associates (CA) 33. Krisman, Inc. (MO) 34. Special Multi-Asset Receivables Trust (DE) 35. White Oak Royalty Company (OK) 36. 500 Grant Street GP LLC (DE) 37. 500 Grant Street Associates Limited Partnership (CT) - 99% of 500 Grant Street Associates Limited Partnership is held by Metropolitan Life Insurance Company and 1% by 500 Grant Street GP LLC 38. MetLife Canada/MetVie Canada (Canada) V. MetLife Capital Trust II (DE) W. MetLife Capital Trust III (DE) X. MetLife Insurance Company of Connecticut (Life Department) (Accident Department) (CT) 1. 440 South LaSalle LLC (DE) 2. Pilgrim Investments Oakmont Lane, LLC (DE) - 50% is owned by MetLife Insurance Company of Connecticut and 50% is owned by a third party 3. Pilgrim Alternative Investments Opportunity Fund I, LLC (DE) - 67% is owned by MetLife Insurance Company of Connecticut, and 33% is owned by third party 4. Pilgrim Alternative Investments Opportunity Fund III Associates, LLC (CT) - 67% is owned by MetLife Insurance Company of Connecticut, and 33% is owned by third party 5. Pilgrim Investments Highland Park, LLC (DE) 6. Pilgrim Investments Schaumberg Windy Point, LLC (DE) 7. Pilgrim Investments York Road, LLC (DE) 8. Euro TI Investments LLC (DE) 9. Greenwich Street Investments, LLC (DE) a) Greenwich Street Capital Offshore Fund, Ltd. (Virgin Islands) b) Greenwich Street Investments, L.P. (DE) 10. Hollow Creek, L.L.C. (CT) 11. One Financial Place Corporation (DE) - 100% is owned in the aggregate by MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of Connecticut. a) One Financial Place, LP (DE) 12. One Financial Place Holdings, LLC (DE)-100% is owned in the aggregate by MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of Connecticut. 13. Plaza LLC (CT) a) Travelers Asset Management International Company LLC (NY) b) Tower Square Securities, Inc. (CT) 1) Tower Square Securities Insurance Agency of Alabama, Inc. (AL) 2) Tower Square Securities Insurance Agency of New Mexico, Inc. (NM) 3) Tower Square Securities Insurance Agency of Ohio, Inc. (OH) (99%) c) MLI Distribution LLC (DE) d) Travelers Investment Adviser, Inc. (DE) 14. TIC European Real Estate LP, LLC (DE) 15. MetLife European Holdings, Inc. (UK) a) MetLife Europe Limited, Inc. (UK) b) MetLife Pensions Trustees Limited (UK) 16. Travelers European Investments LLC (CT) 17. Travelers International Investments Ltd. (Cayman Islands) 18. Trumbull Street Equity Investments LLC (DE) a) Tandem EGI/C Investments, L.P. (DE) - The General Partner is Trumbull Street Equity Investments LLC. 19. MetLife Life and Annuity Company of Connecticut (CT) a) Euro TL Investments LLC (DE) b) SSB Private Selections, LLC (DE) (50%) -- SSB Private Selections, LLC ("SSB") is 45% owned by MIC and 5% owned by MLAC (the remaining 50% of SSB is owned by a third party). The capital commitment of SSB in Solomon Smith Barney Private Selection Fund I, LLC represents 24.5% of total commitments. 1) Solomon Smith Barney Private Selection Fund I, LLC (NY) 20. TLA Holdings LLC (DE) a) The Prospect Company (DE) 1) Panther Valley, Inc. (NJ) 21. TRAL & Co. (CT) - TRAL & Co.is a general partnership. Its partners are MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of Connecticut. 22. Tribeca Distressed Securities L.L.C. (DE) Y. MetLife Reinsurance Company of South Carolina (SC) Z. Citicorp Life Insurance Company (AZ) 1. First Citicorp Life Insurance Company (NY) 2. Euro CL Investments LLC (DE) AA. Trumbull Street Investments LLC (DE) BB. MetLife Standby I, LLC (DE) CC. MetLife Exchange Trust I (DE) The voting securities (excluding directors' qualifying shares, if any) of each subsidiary shown on the organizational chart are 100% owned by their respective parent corporation, unless otherwise indicated. In addition to the entities shown on the organizational chart, MetLife, Inc. (or where indicated, a subsidiary) also owns interests in the following entities: 1) Metropolitan Life Insurance Company owns varying interests in certain mutual funds distributed by its affiliates. These ownership interests are generally expected to decrease as shares of the funds are purchased by unaffiliated investors. 2) Metropolitan Life Insurance Company indirectly owns 100% of the non-voting preferred stock of Nathan and Lewis Associates Ohio, Incorporated, an insurance agency. 100% of the voting common stock of this company is held by an individual who has agreed to vote such shares at the direction of N.L. HOLDING CORP. (DEL), a direct wholly owned subsidiary of MetLife, Inc. 3) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited partnerships, are investment vehicles through which investments in certain entities are held. A wholly owned subsidiary of Metropolitan Life Insurance Company serves as the general partner of the limited partnerships and Metropolitan Life Insurance Company directly owns a 99% limited partnership interest in each MILP. The MILPs have various ownership and/or debt interests in certain companies. 4) New England Life Insurance Company ("NELICO"), owns 100% of the voting common stock of Omega Reinsurance Corporation which has the right to elect 5 of 7 directors and other shareholders hold 100% of the participating common stock classes A and B of such corporation, which classes have the right collectively to elect 2 out of a total of 7 directors. 5) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are pass-through investment pools, of which Metropolitan Life Insurance Company and/or its subsidiaries and/or affiliates are general partners. NOTE: THE METLIFE, INC. ORGANIZATIONAL CHART DOES NOT INCLUDE REAL ESTATE JOINT VENTURES AND PARTNERSHIPS OF WHICH METLIFE, INC. AND/OR ITS SUBSIDIARIES IS AN INVESTMENT PARTNER. IN ADDITION, CERTAIN INACTIVE SUBSIDIARIES HAVE ALSO BEEN OMITTED. 7 ITEM 27. NUMBER OF CONTRACT OWNERS As of August 31, 2006, there were 6,865 Contract Owners. ITEM 28. INDEMNIFICATION The Depositor's parent, MetLife, Inc. has secured a Financial Institution Bond in the amount of $50,000,000, subject to a $5,000,000 deductible. MetLife maintains Directors' and Officers' Liability insurance coverage with limits of $400 million under which the Depositor and MetLife Investors Distribution Company (the "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 to 33-778, 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 less 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 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 29. PRINCIPAL UNDERWRITER (a) MetLife Investors Distribution Company 5 Park Plaza, Suite 1900 Irvine, CA 92614 Prior to October 20, 2006, MLI Distribution LLC (formerly Travelers Distribution LLC) was the principal underwriter and distributor. On that date MLI Distribution LLC merged into MetLife Investors Distribution Company. MetLife Investors Distribution Company also serves as principal underwriter and distributor for the following investment companies (other than the Registrant): MetLife of CT Fund U for Variable Annuities MetLife of CT Fund VA for Variable Annuities MetLife of CT Fund BD for Variable Annuities MetLife of CT Fund BD II for Variable Annuities MetLife of CT Fund BD III for Variable Annuities MetLife of CT Fund BD IV for Variable Annuities MetLife of CT Fund ABD for Variable Annuities MetLife of CT Fund ABD II for Variable Annuities MetLife of CT Separate Account PF for Variable Annuities MetLife of CT Separate Account PF II for Variable Annuities MetLife of CT Separate Account QP for Variable Annuities MetLife of CT Separate Account QPN for Variable Annuities MetLife of CT Separate Account TM for Variable Annuities MetLife of CT Separate Account TM II for Variable Annuities MetLife of CT Separate Account Five for Variable Annuities MetLife of CT Separate Account Seven for Variable Annuities MetLife of CT Separate Account Eight for Variable Annuities MetLife of CT Separate Account Nine for Variable Annuities MetLife of CT Fund UL for Variable Life Insurance, MetLife of CT Fund UL II for Variable Life Insurance MetLife of CT Fund UL III for Variable Life Insurance MetLife of CT Variable Life Insurance Separate Account One MetLife of CT Variable Life Insurance Separate Account Two MetLife of CT Variable Life Insurance Separate Account Three MetLife of CT Variable Life Insurance Separate Account Four MetLife of CT Separate Account Ten for Variable Annuities MetLife of CT Separate Account Eleven for Variable Annuities MetLife of CT Separate Account Twelve for Variable Annuities MetLife of CT Separate Account Thirteen for Variable Annuities MetLife of CT Separate Account Fourteen for Variable Annuities MetLife Insurance Company of Connecticut Variable Annuity Separate Account 2002 MetLife Life and Annuity Company of Connecticut Variable Annuity Separate Account 2002 Metropolitan Life Variable Annuity Separate Account II Metropolitan Life Variable Annuity Separate Account I Met Investors Series Trust MetLife Investors Variable Annuity Account One MetLife Investors Variable Annuity Account Five MetLife Investors Variable Life Account One MetLife Investors Variable Life Account Five MetLife Investors USA Variable Life Account A First MetLife Investors Variable Annuity Account One General American Separate Account Eleven General American Separate Account Twenty-Eight General American Separate Account Twenty-Nine General American Separate Account Two Security Equity Separate Account Twenty-Six Security Equity Separate Account Twenty-Seven (b) MetLife Investors Distribution Company is the principal underwriter for the Contracts. The following persons are officers and managers of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 5 Park Plaza, Suite 1900, Irvine, CA 92614. NAME AND PRINCIPAL POSITIONS AND OFFICES BUSINESS ADDRESS WITH UNDERWRITER Michael K. Farrell Director 10 Park Avenue Morristown, NJ 07962 Craig W. Markham Director and Vice President 3045 Tesson Ferry Road St. Louis, MO 63128 William J. Toppeta Director One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 Paul Sylvester President, National Sales Manager - 10 Park Avenue Annuities & LTC Morristown, NJ 07962 Elizabeth M. Forget Executive Vice President, Investment Fund 260 Madison Ave Management & Marketing New York, NY 10016 Paul A. LaPiana Executive Vice President, National Sales 5 Park Plaza Manager-Life Suite 1900 Irvine, CA 92614 Andrew Aiello Senior Vice President, Distribution One MetLife Plaza Head-National Accounts Channel 27-01 Queens Plaza North Long Island City, New York 11101 Charles M. Deuth Vice President, National Accounts One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 Richard C. Pearson Executive Vice President, General Counsel 5 Park Plaza and Secretary Suite 1900 Irvine, CA 92614 Douglas P. Rodgers Senior Vice President, Channel Head-LTC 10 Park Avenue Morristown, NJ 07962 Myrna Solomon Senior Vice President, Channel Head-Banks 501 Boylston Street Boston,. MA 02116 Leslie Sutherland Senior Vice President, Channel Head- One MetLife Plaza Broker/Dealers 27-01 Queens Plaza North Long Island City, New York 11101 Edward C. Wilson Senior Vice President, Channel Head- 5 Park Plaza Wirehouse Suite 1900 Irvine, CA 92614 Curtis Wohlers Senior Vice President, Channel Head-Planners One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 Debora L. Buffington Vice President, Director of Compliance 5 Park Plaza Suite 1900 Irvine, CA 92614 Peter Gruppuso Vice President and Chief Financial Officer 485-E U.S. Highway 1 South 4th Floor Iselin, NJ 08830 David DeCarlo Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Anthony J. Dufault Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 James R. Fitzpatrick Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Paul M. Kos Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Deron J. Richens Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Cathy Sturdivant Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Paulina Vakouros Vice President 260 Madison Ave New York, NY 10016 James R. Allen Assistant Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Anthony J. Williamson Treasurer One MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101 Jonnie L. Crawford Assistant Secretary 5 Park Plaza Suite 1900 Irvine, CA 92614 James W. Koeger Assistant Treasurer 13045 Tesson Ferry Road St. Louis, MO 63128 (c) Compensation from the Registrant. The following commissions and other compensation were received by the Distributor, directly or indirectly, from the Registrant during the Registrant's last fiscal year:
(1) (2) (3) (4) (5) Name of Principal Underwriter Net Underwriting Compensation On Brokerage Commissions Other Compensation Discounts and Redemption Commissions MLI Distribution LLC $94,264,724 $0 $0 $0
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS (1) MetLife Life and Annuity Company of Connecticut One Cityplace Hartford, Connecticut 06103-3415 ITEM 31. MANAGEMENT SERVICES Not Applicable. ITEM 32. UNDERTAKINGS The undersigned Registrant hereby undertakes: (a) To file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for so long as payments under the variable annuity contracts may be accepted; (b) To include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and (c) To deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request. (d) The undersigned registrant represents that it is relying on the exemptions from certain provisions of Sections 22(e) and 27 of the Investment Company Act of 1940 provided by Rule 6c-7 under the Act. The registrant further represents that the provisions of paragraph (a) - (d) of Rule 6c-7 have been complied with. (e) The undersigned registrant represents that for its TSA Deferred Annuities it is relying on the "no-action" position of the Commission staff as contained in its November 7, 1988 letter to the American Council of Life Insurance and has complied with the provisions of numbered paragraphs (1) - (4) of such letter The Company hereby represents: (a). That the aggregate charges under the Contracts of the Registrant described herein are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this amendment to this registration statement and has caused this amendment to this registration statement to be signed on its behalf, in the City of Hartford, and State of Connecticut, on this 23rd day of October, 2006. METLIFE OF CT SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (Registrant) METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT (Depositor) By: /s/ Bennett D. Kleinberg ----------------------------------------- Bennett D. Kleinberg, Vice President and Actuary As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of October, 2006. *MICHAEL K. FARRELL Director and President --------------------------------- (Michael K. Farrell) *STANLEY J. TALBI Executive Vice President and Chief --------------------------------- Financial Officer (Stanley J. Talbi) *JOSEPH J. PROCHASKA, JR. Executive Vice President and Chief --------------------------------- Accounting Officer (Joseph J. Prochaska, Jr.) *LELAND C, LAUNER, JR. Director --------------------------------- (Leland C. Launer, Jr.) *LISA M. WEBER Director --------------------------------- (Lisa M. Weber) *By: /s/ Myra L. Saul ------------------------------------------------- Myra L. Saul, Attorney-in-fact EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 10.(a) Consent of KPMG LLP, Independent Registered Public Accounting Firm. 10(b) Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. 15 Powers of Attorney authorizing Michele H. Abate, Thomas S. Clark, John E. Connolly, Jr., Mary K. Johnson, James L. Lipscomb, Gina C. Sandonato, Myra L. Saul, and Marie C. Swift to act as signatory for Leland C. Launer, Jr., Lisa M. Weber, Stanley J. Talbi and Joseph J. Prochaska, Jr. 15(a) Power of Attorney authorizing Michele H. Abate, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L. Saul, and Marie C. Swift to act as signatory for Michael K. Farrell.