-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PEN8kW3pOSePYpO9Gmqqsz1Q8Bf5IWz/exv0dnIuA0pilkdHr5A2imWAEjsOr0SZ uWhzf+iYOglaytAGQNbbeA== 0000950135-08-004906.txt : 20080711 0000950135-08-004906.hdr.sgml : 20080711 20080710193508 ACCESSION NUMBER: 0000950135-08-004906 CONFORMED SUBMISSION TYPE: N-4 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080711 DATE AS OF CHANGE: 20080710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES CENTRAL INDEX KEY: 0001209404 IRS NUMBER: 000000000 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-152259 FILM NUMBER: 08947976 BUSINESS ADDRESS: STREET 1: METLIFE INSURANCE COMPANY OF CONNECTICUT STREET 2: ONE CITYPLACE, 185 ASYLUM STREET, 3CP CITY: HARTFORD STATE: CT ZIP: 06103-3415 BUSINESS PHONE: 1-866-547-3793 MAIL ADDRESS: STREET 1: METLIFE INSURANCE COMPANY OF CONNECTICUT STREET 2: ONE CITYPLACE, 185 ASYLUM STREET, 3CP CITY: HARTFORD STATE: CT ZIP: 06103-3415 FORMER COMPANY: FORMER CONFORMED NAME: TIC SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES DATE OF NAME CHANGE: 20021210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES CENTRAL INDEX KEY: 0001209404 IRS NUMBER: 000000000 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-4 SEC ACT: 1940 Act SEC FILE NUMBER: 811-21262 FILM NUMBER: 08947977 BUSINESS ADDRESS: STREET 1: METLIFE INSURANCE COMPANY OF CONNECTICUT STREET 2: ONE CITYPLACE, 185 ASYLUM STREET, 3CP CITY: HARTFORD STATE: CT ZIP: 06103-3415 BUSINESS PHONE: 1-866-547-3793 MAIL ADDRESS: STREET 1: METLIFE INSURANCE COMPANY OF CONNECTICUT STREET 2: ONE CITYPLACE, 185 ASYLUM STREET, 3CP CITY: HARTFORD STATE: CT ZIP: 06103-3415 FORMER COMPANY: FORMER CONFORMED NAME: TIC SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES DATE OF NAME CHANGE: 20021210 0001209404 S000005920 METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES C000068847 PrimElite Annuity II (A) N-4 1 y61016a1nv4.txt METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES As filed with the Securities and Exchange Commission on July 11, 2008 REGISTRATION STATEMENT NO. 333 - 811-21262 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] PRE-EFFECTIVE AMENDMENT NO. [ ] POST-EFFECTIVE AMENDMENT NO. [ ] AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 45 [X] (Check Appropriate box or boxes.) METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES (Exact name of Registrant) METLIFE INSURANCE COMPANY OF CONNECTICUT (Name of Depositor) ONE CITYPLACE, 185 ASYLUM STREET, 3CP, HARTFORD, CONNECTICUT 06103-3415 (Address of Depositor's Principal Executive Offices) Depositor's Telephone Number, including area code: (860) 308-1000 MARIE C. SWIFT, ESQ. METROPOLITAN LIFE INSURANCE COMPANY 501 BOYLSTON STREET BOSTON, MA 02116 (Name and Address of Agent for Service) APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY 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. TITLE OF SECURITIES BEING REGISTERED: INDIVIDUAL VARIABLE ANNUITY CONTRACTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PRIM ELITE(SM) ANNUITY PRIM ELITE II(SM) ANNUITY ISSUED BY METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES METLIFE INSURANCE COMPANY OF CONNECTICUT SUPPLEMENT DATED OCTOBER 13, 2008 TO THE PROSPECTUS DATED APRIL 28, 2008 Effective October 13, 2008, the Company combined MetLife of CT Separate Account PF for Variable Annuities (the "Former Separate Account") with and into MetLife of CT Separate Account Eleven for Variable Annuities (the "Separate Account"). The Separate Account was established on November 14, 2002 and is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940, as amended. In connection with the combination of the Former Separate Account with and into the Separate Account (the "Combination"), we transferred the assets of the Former Separate Account to the Separate Account and the Separate Account assumed the liabilities and contractual obligations of the Former Separate Account. All references in your Prospectus to the Former Separate Account now refer to the Separate Account. The Combination does not affect you in any way. More particularly: - There are no changes in our obligations or your rights and benefits under the Contract as a result of the Combination. - Your Contract Value is not affected by the Combination and no charges have been or will be imposed in connection therewith. - The Variable Funding Options available under your Contract have not changed as a result of the Combination. - Your Contract Value is allocated to the same Variable Funding Options (with the same Accumulation Unit values or Annuity Unit values) as it was before the Combination. - The Combination does not result in any federal income tax consequences to you. If you have any questions, please contact us at 888-556-5412. PRIMELITE II(SM) ANNUITY PROSPECTUS: METLIFE OF CT SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES METLIFE OF CT SEPARATE ACCOUNT PF II FOR VARIABLE ANNUITIES APRIL 28, 2008 This prospectus describes PRIMELITE II ANNUITY, a flexible premium deferred variable annuity contract (the "Contract") issued by MetLife Insurance Company of Connecticut. The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment ("Qualified Contracts") as well as those that do not qualify for such treatment ("Non- qualified Contracts"). We may issue it as an individual contract or as a group contract. When we issue a group contract, you will receive a certificate summarizing the Contract's provisions. For convenience, we refer to contracts and certificates as "Contracts." You can choose to have your premium ("Purchase Payments") accumulate on a variable and/or, subject to availability, fixed basis in one or more of our funding options. Your Contract Value before the Maturity Date and the amount of monthly income afterwards will vary daily to reflect the investment experience of the Variable Funding Options you select. You bear the investment risk of investing in the Variable Funding Options. The Variable Funding Options available for contracts purchased on or after April 28, 2008 are: AMERICAN FUNDS INSURANCE SERIES(R) -- CLASS 2 Legg Mason Partners Variable Social American Funds Bond Fund Awareness Portfolio American Funds Global Growth Fund LEGG MASON PARTNERS VARIABLE INCOME TRUST American Funds Global Small Capitalization Legg Mason Partners Variable Adjustable Fund Rate Income Portfolio American Funds Growth Fund Legg Mason Partners Variable High Income American Funds Growth-Income Fund Portfolio FIDELITY(R) VARIABLE INSURANCE Legg Mason Partners Variable Money Market PRODUCTS -- SERVICE CLASS 2 Portfolio Equity-Income Portfolio MET INVESTORS SERIES TRUST Mid Cap Portfolio Lord Abbett Bond Debenture FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS Portfolio -- Class A TRUST -- CLASS 2 Lord Abbett Growth and Income Franklin Income Securities Fund Portfolio -- Class B Mutual Shares Securities Fund Met/AIM Capital Appreciation Templeton Growth Securities Fund Portfolio -- Class E LEGG MASON PARTNERS VARIABLE EQUITY TRUST MFS(R) Research International Legg Mason Partners Variable Aggressive Portfolio -- Class B Growth Portfolio -- Class I Oppenheimer Capital Appreciation Legg Mason Partners Variable Appreciation Portfolio -- Class B Portfolio -- Class I Pioneer Strategic Income Portfolio -- Class Legg Mason Partners Variable Capital and A Income Portfolio -- Class II METROPOLITAN SERIES FUND, INC. Legg Mason Partners Variable Capital BlackRock Aggressive Growth Portfolio Portfolio -- Class D Legg Mason Partners Variable Dividend BlackRock Bond Income Portfolio -- Class E Strategy Portfolio Capital Guardian U.S. Equity Legg Mason Partners Variable Fundamental Portfolio -- Class B Value Portfolio -- Class I Jennison Growth Portfolio -- Class B Legg Mason Partners Variable Global Equity MFS(R) Total Return Portfolio -- Class F Portfolio T. Rowe Price Large Cap Growth Legg Mason Partners Variable International Portfolio -- Class B All Cap Western Asset Management U.S. Government Opportunity Portfolio Portfolio -- Class A Legg Mason Partners Variable Investors PIONEER VARIABLE CONTRACTS TRUST -- CLASS II Portfolio -- Class I Pioneer Fund VCT Portfolio Legg Mason Partners Variable Large Cap Pioneer Mid Cap Value VCT Portfolio Growth Portfolio -- Class I THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Legg Mason Partners Variable Lifestyle Equity and Income Portfolio -- Class II Allocation 50% U.S. Real Estate Securities Legg Mason Partners Variable Lifestyle Portfolio -- Class I Allocation 70% VAN KAMPEN LIFE INVESTMENT TRUST -- CLASS II Legg Mason Partners Variable Lifestyle Comstock Portfolio Allocation 85% Growth and Income Portfolio Legg Mason Partners Variable Mid Cap Core Portfolio -- Class I Legg Mason Partners Variable Small Cap Growth Portfolio -- Class I
Certain Variable Funding Options have been subject to a merger, substitution or other change. Please see "Appendix C -- Additional Information Regarding Underlying Funds" for more information. The Contract, certain Contract features and/or some of the funding options may not be available in all states. This prospectus provides the information that you should know before investing in the Contract. Please keep this prospectus for future reference. You can receive additional information about your Contract by requesting a copy of the Statement of Additional Information ("SAI") dated April 28, 2008. We filed the SAI with the Securities and Exchange Commission ("SEC"), and it is incorporated by reference into this prospectus. To request a copy, write to us at P.O. Box 10426, Des Moines, IA 50306-0426, call 888-556-5412 or access the SEC's website (http://www.sec.gov). See Appendix F for the SAI's table of contents. 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. VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. TABLE OF CONTENTS
PAGE ---- GLOSSARY................................................................ 3 SUMMARY................................................................. 5 FEE TABLE............................................................... 8 CONDENSED FINANCIAL INFORMATION......................................... 12 THE ANNUITY CONTRACT.................................................... 12 Contract Owner Inquiries................................................ 13 Purchase Payments....................................................... 13 Accumulation Units...................................................... 14 The Variable Funding Options............................................ 14 FIXED ACCOUNT........................................................... 20 CHARGES AND DEDUCTIONS.................................................. 20 General................................................................. 20 Withdrawal Charge....................................................... 21 Free Withdrawal Allowance............................................... 22 Transfer Charge......................................................... 22 Administrative Charges.................................................. 22 Mortality and Expense Risk Charge....................................... 22 Variable Liquidity Benefit Charge....................................... 22 Enhanced Stepped-Up Provision Charge.................................... 23 Variable Funding Option Expenses........................................ 23 Premium Tax............................................................. 23 Changes in Taxes Based upon Premium or Value............................ 23 TRANSFERS............................................................... 23 Market Timing/Excessive Trading......................................... 24 Dollar Cost Averaging................................................... 25 ACCESS TO YOUR MONEY.................................................... 26 Systematic Withdrawals.................................................. 27 Loans................................................................... 27 OWNERSHIP PROVISIONS.................................................... 27 Types of Ownership...................................................... 27 Contract Owner.......................................................... 27 Beneficiary............................................................. 28 Annuitant............................................................... 28 DEATH BENEFIT........................................................... 28 Death Proceeds before the Maturity Date................................. 29 Enhanced Stepped-Up Provision ("E.S.P.")................................ 29 Payment of Proceeds..................................................... 30 Spousal Contract Continuance (subject to availability--does not apply if a non-spouse is a joint owner)........................................ 32 Beneficiary Contract Continuance (not permitted for non-natural beneficiaries)........................................................ 32 Planned Death Benefit................................................... 33 Death Proceeds after the Maturity Date.................................. 33 THE ANNUITY PERIOD...................................................... 33 Maturity Date........................................................... 33 Allocation of Annuity................................................... 34 Variable Annuity........................................................ 34 Fixed Annuity........................................................... 34 PAYMENTS OPTIONS........................................................ 35 Election of Options..................................................... 35 Annuity Options......................................................... 35 Variable Liquidity Benefit.............................................. 36 MISCELLANEOUS CONTRACT PROVISIONS....................................... 36 Right to Return......................................................... 36 Termination............................................................. 36 Required Reports........................................................ 36 Suspension of Payments.................................................. 36 THE SEPARATE ACCOUNTS................................................... 37 Performance Information................................................. 37 FEDERAL TAX CONSIDERATIONS.............................................. 38 General Taxation of Annuities........................................... 38 Types of Contracts: Qualified and Non-qualified......................... 39 Qualified Annuity Contracts............................................. 39 Taxation of Qualified Annuity Contracts................................. 39 Mandatory Distributions for Qualified Plans............................. 40 Individual Retirement Annuities......................................... 40 Roth IRAs............................................................... 41 TSAs (ERISA and Non-ERISA).............................................. 41 Non-qualified Annuity Contracts......................................... 43 Diversification Requirements for Variable Annuities..................... 44 Ownership of the Investments............................................ 44 Taxation of Death Benefit Proceeds...................................... 44 Other Tax Considerations................................................ 45 Puerto Rico Tax Considerations.......................................... 45 Non-Resident Aliens..................................................... 45 Tax Credits and Deductions.............................................. 45 OTHER INFORMATION....................................................... 45 The Insurance Company................................................... 45 Financial Statements.................................................... 46 Distribution of Variable Annuity Contracts.............................. 46 Conformity with State and Federal Laws.................................. 48 Voting Rights........................................................... 48 Restrictions on Financial Transactions.................................. 48 Legal Proceedings....................................................... 48 APPENDIX A: CONDENSED FINANCIAL INFORMATION FOR METLIFE OF CT SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES..................................... A-1 APPENDIX B: CONDENSED FINANCIAL INFORMATION FOR METLIFE OF CT SEPARATE ACCOUNT PF II FOR VARIABLE ANNUITIES.................................. B-1 APPENDIX C: ADDITIONAL INFORMATION REGARDING UNDERLYING FUNDS........... C-1 APPENDIX D: THE FIXED ACCOUNT........................................... D-1 APPENDIX E: WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT.... E-1 APPENDIX F: CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......... F-1
2 GLOSSARY ACCUMULATION UNIT -- an accounting unit of measure used to calculate the value of this Contract before Annuity Payments begin. ANNUITANT -- the person on whose life the Maturity Date and Annuity Payments depend. ANNUITY PAYMENTS -- a series of periodic payments (a) for life; (b) for life with a minimum number of payments; (c) for the joint lifetime of the Annuitant and another person, and thereafter during the lifetime of the survivor; or (d) for a fixed period. ANNUITY UNIT -- an accounting unit of measure used to calculate the amount of Annuity Payments. CASH SURRENDER VALUE -- the Contract Value less any withdrawal charge and premium tax not previously deducted. 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. CONTINGENT ANNUITANT -- the individual who becomes the Annuitant when the Annuitant who is not the owner dies prior to the Maturity Date. CONTRACT DATE -- the date on which the Contract is issued. CONTRACT OWNER (YOU) -- the person named in the Contract (on the specifications page) as the owner of the Contract. CONTRACT VALUE -- Purchase Payments, plus or minus any investment experience on the amounts allocated to the variable funds or interest on amounts allocated to the Fixed Account, adjusted by any applicable charges and withdrawals. CONTRACT YEARS -- twelve month periods beginning with the Contract Date. DEATH REPORT DATE -- the day on which we have received 1) Due Proof of Death and 2) written payment instructions or election of spousal or beneficiary contract continuation. DUE PROOF OF DEATH -- (i) a copy of a certified death certificate; (ii) a copy of a certified decree of a court of competent jurisdiction as to the finding of death; (iii) a written statement by a medical doctor who attended the deceased; or (iv) any other proof satisfactory to us. FIXED ACCOUNT -- an account that consists of all of the assets under this Contract other than those in the Separate Account. HOME OFFICE -- the Home Office of MetLife Insurance Company of Connecticut or any other office that we may designate for the purpose of administering this Contract. For transfer, withdrawal, surrender, and (if applicable) loan requests, our Home Office address is: P.O. Box 10426, Des Moines, IA 50306-0426 (for overnight delivery or courier service only: 4700 Westown Parkway, Suite 200, West Des Moines, IA 50266). For Purchase Payments and (if applicable) loan repayments, our Home Office address is: MetLife, P.O. Box 371857, Pittsburgh, PA 15250-7857. MATURITY DATE -- the date on which the Annuity Payments are to begin. PAYMENT OPTION -- an annuity option elected under your Contract. PURCHASE PAYMENT -- any premium paid by you to initiate or supplement this Contract. QUALIFIED CONTRACT -- a contract used in a retirement plan or program that is intended to qualify under Sections 401, 403, 408, 408A or 414(d) of the Code. SEPARATE ACCOUNT -- a segregated account registered with the Securities and Exchange Commission ("SEC"), 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. 3 UNDERLYING FUND -- a portfolio of an open-end management investment company that is registered with the SEC in which the Subaccounts invest. VALUATION DATE -- a date on which a Subaccount is valued. VALUATION PERIOD -- the period between successive valuations. VARIABLE FUNDING OPTION -- a Subaccount of the Separate Account that invests in an Underlying Fund. WE, US, OUR -- MetLife Insurance Company of Connecticut. WRITTEN REQUEST -- written information sent to us in a form and content satisfactory to us and received at our Home Office. YOU, YOUR -- "You" is the Contract Owner and a natural person, a trust established for the benefit of a natural person or a charitable remainder trust. 4 SUMMARY: PRIMELITE II ANNUITY THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS CAREFULLY. WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is MetLife Insurance Company of Connecticut ("the Company," "We" or "Us"). The Company sponsors MetLife of CT Separate Account PF for Variable Annuities ("Separate Account PF") and MetLife of CT Separate Account PF II for Variable Annuities ("Separate Account PF II"), each a segregated account ("Separate Account"). Prior to December 7, 2007, Separate Account PF II was sponsored by MetLife Life and Annuity Company of Connecticut ("MLACC"). On that date, MLACC merged with and into the Company, and the Company became the sponsor of Separate Account PF II. Immediately following the merger, the Company stopped issuing Contracts under Separate Account PF II and now only issues Contracts under Separate Account PF. When we refer to the Separate Account, we are referring to Separate Account PF, except where the Contract was originally issued by MLACC, in which case, we are referring to Separate Account PF II. The Contract and/or certain optional benefits may not currently be available for sale in all states. For contracts issued in New York, a waiver of the withdrawal charge may apply to all Annuity Payments. CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE CONTRACT? We designed the Contract for retirement savings or other long-term investment purposes. The Contract provides a death benefit as well as guaranteed payout options. You direct your payment(s) to one or more of the Variable Funding Options and/or to the Fixed Account that is part of our general account (the "Fixed Account"). We guarantee money directed to the Fixed Account as to principal and interest. The Variable Funding Options fluctuate with the investment performance of the Underlying Funds and are not guaranteed. You can also lose money in the Variable Funding Options. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the payout phase (annuity period). During the accumulation phase generally, under a Qualified Contract, your pre-tax contributions accumulate on a tax-deferred basis and are taxed as income when you make a withdrawal, presumably when you are in a lower tax bracket. During the accumulation phase, under a Non-qualified Contract, earnings on your after- tax contributions accumulate on a tax-deferred basis and are taxed as income when you make a withdrawal. The payout phase occurs when you begin receiving payments from your Contract. The amount of money you accumulate in your Contract determines the amount of income (Annuity Payments) you receive during the payout phase. During the payout phase, you may choose one of a number of annuity options. You may receive income payments in the form of a variable annuity, a fixed annuity, or a combination of both. If you elect variable income payments, the dollar amount of your payments may increase or decrease. Once you choose one of the annuity options and begin to receive payments, it cannot be changed. WHO CAN PURCHASE THIS CONTRACT? The Contract is available for use in connection with (1) individual non-qualified purchases; (2) rollovers from Individual Retirement Annuities (IRAs); (3) rollovers from other qualified retirement plans and (4) beneficiary-directed transfers of death proceeds from another contract. Qualified Contracts include contracts qualifying under Section 401(a), 403(b), 408(b) or 408A of the Code. Purchase of this Contract through a tax qualified retirement plan ("Plan") does not provide any additional tax deferral benefits beyond those provided by the Plan. Accordingly, if you are purchasing this Contract through a Plan, you should consider purchasing this Contract for its death benefit, annuity option benefits, and other non-tax-related benefits. You may purchase the Contract with an initial payment of at least $5,000. You may make additional payments of at least $100 at any time during the accumulation phase. No additional payments are allowed if this Contract is purchased with a beneficiary-directed transfer of death proceeds. If your Contract was issued as a Qualified Contract under Section 403(b) of the Code in a 90-24 transfer completed on or before September 24, 2007, we urge you to consult with your tax advisor prior to making additional purchase payments (if permitted) as significant adverse tax consequences may result from such additional payments. (See "Federal Tax Considerations.") The ages of the owner and Annuitant determine which death benefits and certain optional features are available to you. See "The Annuity Contract" section for more information. 5 CAN I EXCHANGE MY CURRENT ANNUITY CONTRACT FOR THIS CONTRACT? The Code generally permits you to exchange one annuity contract for another in a "tax-free exchange." Therefore, you can transfer the proceeds from another annuity contract to purchase this Contract. Before making an exchange to acquire this Contract, you should carefully compare this Contract to your current contract. You may have to pay a surrender charge under your current contract to exchange it for this Contract, and this Contract has its own surrender charges that would apply to you. The other fees and charges under this Contract may be higher or lower and the benefits may be different than those of your current contract. In addition, you may have to pay federal income or penalty taxes on the exchange if it does not qualify for tax-free treatment. You should not exchange another contract for this Contract unless you determine, after evaluating all the facts, the exchange is in your best interests. Remember that the person selling you the Contract generally will earn a commission on the sale. IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty days after you receive it, you will receive a full refund of your Contract Value plus any Contract charges and premium taxes you paid (but not fees and charges assessed by the Underlying Funds). Where state law requires a different right to return period, or the return of Purchase Payments, the Company will comply. You bear the investment risk on the Purchase Payment allocated to a Variable Funding Option during the right to return period; therefore, the Contract Value we return may be greater or less than your Purchase Payment. If you purchased your Contract as an Individual Retirement Annuity, and you return it within the first seven days after delivery, or longer if your state law permits, we will refund your full Purchase Payment. During the remainder of the right to return period, we will refund your Contract Value (including charges we assessed). We will determine your Contract Value at the close of business (generally, 4:00 p.m., Eastern Time) on the day we receive a Written Request for a refund. CAN YOU GIVE A GENERAL DESCRIPTION OF THE VARIABLE FUNDING OPTIONS AND HOW THEY OPERATE? The Variable Funding Options represent Subaccounts of the Separate Account. At your direction, the Separate Account, through its Subaccounts, uses your Purchase Payments to purchase shares of one or more of the Underlying Funds that holds securities consistent with its own investment policy. Depending on market conditions, you may make or lose money in any of these Variable Funding Options. You can transfer among the Variable Funding Options as frequently as you wish without any current tax implications. Currently there is no charge for transfers, nor a limit to the number of transfers allowed. We may, in the future, charge a fee for any transfer request, or limit the number of transfers allowed. At a minimum, we would always allow one transfer every six months. We reserve the right to restrict transfers that we determine will disadvantage other Contract Owners. You may transfer between the Fixed Account and the Variable Funding Options twice a year (during the 30 days after the six-month Contract Date anniversary), provided the amount is not greater than 15% of the Fixed Account value on that date. Where permitted by state law, we also reserve the right to restrict transfers into the Fixed Account if the credited interest rate is equal to the minimum guaranteed interest rate specified under the Contract. Amounts previously transferred from the Fixed Account to the Variable Funding Options may not be transferred back to the Fixed Account for a period of at least six months from the date of the transfer. WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance features and investment features, and there are costs related to each. We deduct an administrative expense charge and a mortality and expense risk ("M&E") charge each business day from amounts you allocate to the Separate Account. We deduct the administrative expense charge at an annual rate of 0.15% and deduct the M&E charge at an annual rate of 1.50%. For Contracts with a Contract Value of less than $50,000, we also deduct an annual Contract administrative charge of $30. Each Underlying Fund also charges for management costs and other expenses. We will apply a withdrawal charge to withdrawals from the Contract, and will calculate it as a percentage of the Purchase Payments withdrawn. The maximum percentage is 8%, decreasing to 0% after eight full years. (This includes withdrawals resulting from a request to divide the Contract Value due to divorce.) If you select the Enhanced Stepped-Up Provision, ("E.S.P."), an additional 0.25% annually will be deducted each business day from amounts in the Variable Funding Options. This provision is not available when either the Annuitant or owner is age 76 or older on the Rider Effective Date. Upon annuitization, if the Variable Liquidity Benefit is selected, there is a maximum charge of 8% of the amounts withdrawn. Please refer to Payment Options for a description of this benefit. 6 HOW WILL MY PURCHASE PAYMENTS AND WITHDRAWALS BE TAXED? Generally, the payments you make to a Qualified Contract during the accumulation phase are made with before-tax dollars. Generally, you will be taxed on your Purchase Payments and on any earnings when you make a withdrawal or begin receiving Annuity Payments. Under a Non-qualified Contract, payments to the Contract are made with after-tax dollars, and earnings will generally accumulate tax-deferred. You will be taxed on these earnings when they are withdrawn from the Contract. If you are younger than 59 1/2 when you take money out, you may be charged a 10% federal penalty tax on the amount withdrawn. For owners of Qualified Contracts, if you reach a certain age, you may be required by federal tax laws to begin receiving payments from your annuity or risk paying a penalty tax. In those cases, we can calculate and pay you the minimum required distribution amounts (see "Access to Your Money -- Systematic Withdrawals"). HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the accumulation phase. Withdrawal charges may apply, as well as income taxes, and/or a penalty tax on amounts withdrawn. WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon the first death of the Contract Owner, joint owner, or Annuitant. Assuming you are the Annuitant, the death benefit is as follows: If you die before the Contract is in the payout phase, the person you have chosen as your beneficiary will receive a death benefit. We calculate the death benefit value at the close of the business day on which our Home Office receives (1) Due Proof of Death, (2) written payment instructions or the election of spousal or beneficiary contract continuance. Please refer to the Death Benefit section in the Prospectus for more details. WHERE MAY I FIND OUT MORE ABOUT ACCUMULATION UNIT VALUES? The Condensed Financial Information in Appendix A or Appendix B to this prospectus provides more information about Accumulation Unit values. ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be interested in. These include: - DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed amount of money in Variable Funding Options each month, theoretically giving you a lower average cost per unit over time than a single one-time purchase. Dollar Cost Averaging requires regular investments regardless of fluctuating price levels, and does not guarantee profits or prevent losses in a declining market. Potential investors should consider their financial ability to continue purchases through periods of low price levels. - SYSTEMATIC WITHDRAWAL OPTION. Before the Maturity Date, you can arrange to have money sent to you at set intervals throughout the year. Of course, any applicable income and penalty taxes will apply on amounts withdrawn. Withdrawals in excess of the annual free withdrawal allowance may be subject to a withdrawal charge. - AUTOMATIC REBALANCING. You may elect to have the Company periodically reallocate the values in your Contract to match the rebalancing allocation selected. - MANAGED DISTRIBUTION PROGRAM. This program allows us to automatically calculate and distribute to you, in November of the applicable tax year, an amount that will satisfy the Internal Revenue Service's minimum distribution requirements imposed on certain contracts once the owner reaches age 70 1/2 or retires. These minimum distributions occur during the accumulation phase. - SPOUSAL CONTRACT CONTINUANCE (SUBJECT TO AVAILABILITY). If your spouse is named as an owner and/or beneficiary, and you die prior to the Maturity Date, your spouse may elect to continue the Contract as owner rather than have the death benefit paid to the beneficiary. This feature applies to a spousal joint Contract Owner and/or beneficiary only. - ENHANCED STEPPED-UP PROVISION ("E.S.P."). For an additional charge, the total death benefit payable may be increased based on the earnings in your Contract. - BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL BENEFICIARIES). If you die before the Maturity Date, and if the value of any beneficiary's portion of the death benefit is between $20,000 and $1,000,000 as of the date of your death, that beneficiary may elect to continue his/her portion of the Contract and take required distributions over time, rather than have the death benefit paid to the beneficiary in a lump sum. 7 FEE TABLE - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, or transfer Contract Value between Variable Funding Options. Expenses shown do not include premium taxes, which may be applicable. CONTRACT OWNER TRANSACTION EXPENSES WITHDRAWAL CHARGE....................................... 8%(1) (as a percentage of the Purchase Payments withdrawn)
TRANSFER CHARGE......................................... $10(2) (assessed on transfers that exceed 12 per year)
VARIABLE LIQUIDITY BENEFIT CHARGE....................... 8%(3) (as a percentage of the present value of the remaining Annuity Payments that are surrendered. The interest rate used to calculate this present value is 1% higher than the Assumed (Daily) Net Investment Factor used to calculate The Annuity Payments)
The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Underlying Fund fees and expenses. CONTRACT ADMINISTRATIVE CHARGES ANNUAL CONTRACT ADMINISTRATIVE CHARGE................... $30(4)
- --------- (1) The withdrawal charge declines to zero after the Purchase Payment has been in the Contract for 8 years. The charge is as follows:
YEARS SINCE PURCHASE PAYMENT MADE - ------------------------------------------ GREATER THAN OR EQUAL TO BUT LESS THAN WITHDRAWAL CHARGE - ------------------------ ------------- ----------------- 0 years 2 years 8% 2 years 4 years 7% 4 years 5 years 6% 5 years 6 years 5% 6 years 7 years 4% 7 years 8 years 3% 8 + years 0%
(2) We do not currently assess the transfer charge. (3) This withdrawal charge only applies when you surrender the Contract after beginning to receive Annuity Payments. The Variable Liquidity Benefit Withdrawal Charge declines to zero after eight years. The charge is as follows:
YEARS SINCE INITIAL PURCHASE PAYMENT - ------------------------------------------ GREATER THAN OR EQUAL TO BUT LESS THAN WITHDRAWAL CHARGE - ------------------------ ------------- ----------------- 0 years 2 years 8% 2 years 4 years 7% 4 years 5 years 6% 5 years 6 years 5% 6 years 7 years 4% 7 years 8 years 3% 8 + years 0%
(4) We do not assess this charge if Contract Value is $50,000 or more on the fourth Friday of each August. 8 ANNUAL SEPARATE ACCOUNT CHARGES: (as a percentage of the average daily net assets of the Separate Account)
- -------------------------------------------------------------------------------------------- WITHOUT E.S.P. WITH E.S.P. - -------------------------------------------------------------------------------------------- Mortality & Expense Risk Charge 1.50%(5) Mortality & Expense Risk Charge 1.50%(5) Administrative Expense Charge 0.15% Administrative Expense Charge 0.15% ---- Total Annual Separate Account E.S.P. Charge 0.25% ---- Charges 1.65% Total Annual Separate Account Charges 1.90% - --------------------------------------------------------------------------------------------
- --------- (5) We are waiving the following amounts of the Mortality and Expense Risk Charge: 0.15% or, if greater, an amount, if any, equal to the fund expenses that are in excess of 0.68% for the Subaccount investing in the Western Asset Management U.S. Government Portfolio, an amount equal to the Underlying Fund expenses that are in excess of 1.16% for the Subaccount investing in the Met/AIM Capital Appreciation Portfolio, an amount equal to the Underlying Fund expenses that are in excess of 1.16% for the Subaccount investing in the Capital Guardian U.S. Equity Portfolio, an amount equal to the Underlying Fund expenses that are in excess of 1.10% for the Subaccount investing in the Third Avenue Small Cap Value Portfolio, an amount equal to the Underlying Fund expenses that are in excess of 1.18% for the Subaccount investing in the MFS(R) Research International Portfolio and an amount equal to the Underlying Fund expenses that are in excess of 0.92% for the Subaccount investing in the T. Rowe Price Large Cap Growth Portfolio. UNDERLYING FUND EXPENSES AS OF DECEMBER 31, 2007 (UNLESS OTHERWISE INDICATED): The first table below shows the range (minimum and maximum) of the total annual operating expenses charged by all of the Underlying Funds, before any voluntary or contractual fee waivers and/or expense reimbursements. The second table shows each Underlying Fund's management fee, distribution and/or service (12b-1) fees if applicable, and other expenses. The Underlying Funds provided this information and we have not independently verified it. More detail concerning each Underlying Fund's fees and expenses is contained in the prospectus for each Underlying Fund. Current prospectuses for the Underlying Funds can be obtained by calling 888-556-5412. MINIMUM AND MAXIMUM TOTAL ANNUAL UNDERLYING FUND OPERATING EXPENSES
MINIMUM MAXIMUM ------- ------- TOTAL ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Underlying Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses) 0.52% 1.40%
UNDERLYING FUND FEES AND EXPENSES (as a percentage of average daily net assets)
DISTRIBUTION TOTAL CONTRACTUAL FEE NET TOTAL AND/OR ANNUAL WAIVER ANNUAL MANAGEMENT SERVICE OTHER ACQUIRED FUND FEES OPERATING AND/OR EXPENSE OPERATING UNDERLYING FUND FEE (12b-1) FEES EXPENSES AND EXPENSES* EXPENSES REIMBURSEMENT EXPENSES** - --------------- ---------- ------------ -------- ------------------ --------- --------------- --------------- ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. -- CLASS B Global Technology Portfolio+... 0.75% 0.25% 0.17% -- 1.17% -- 1.17% AMERICAN FUNDS INSURANCE SERIES(R) -- CLASS 2 American Funds Bond Fund....... 0.40% 0.25% 0.01% -- 0.66% -- 0.66% American Funds Global Growth Fund........................ 0.53% 0.25% 0.02% -- 0.80% -- 0.80% American Funds Global Small Capitalization Fund......... 0.70% 0.25% 0.03% -- 0.98% -- 0.98% American Funds Growth Fund..... 0.32% 0.25% 0.01% -- 0.58% -- 0.58% American Funds Growth-Income Fund........................ 0.26% 0.25% 0.01% -- 0.52% -- 0.52% FIDELITY(R) VARIABLE INSURANCE PRODUCTS -- SERVICE CLASS 2 Equity-Income Portfolio........ 0.46% 0.25% 0.09% -- 0.80% -- 0.80% Mid Cap Portfolio.............. 0.56% 0.25% 0.10% -- 0.91% -- 0.91%
9
DISTRIBUTION TOTAL CONTRACTUAL FEE NET TOTAL AND/OR ANNUAL WAIVER ANNUAL MANAGEMENT SERVICE OTHER ACQUIRED FUND FEES OPERATING AND/OR EXPENSE OPERATING UNDERLYING FUND FEE (12b-1) FEES EXPENSES AND EXPENSES* EXPENSES REIMBURSEMENT EXPENSES** - --------------- ---------- ------------ -------- ------------------ --------- --------------- --------------- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST -- CLASS 2 Franklin Income Securities Fund........................ 0.45% 0.25% 0.02% -- 0.72% -- 0.72% Mutual Shares Securities Fund(1)..................... 0.59% 0.25% 0.13% -- 0.97% -- 0.97% Templeton Growth Securities Fund........................ 0.73% 0.25% 0.03% -- 1.01% -- 1.01% LEGG MASON PARTNERS VARIABLE EQUITY TRUST Legg Mason Partners Variable Aggressive Growth Portfolio -- Class I++...... 0.75% -- 0.07% -- 0.82% -- 0.82%(2) Legg Mason Partners Variable Appreciation Portfolio -- Class I........ 0.69% -- 0.11% 0.01% 0.81% -- 0.81%(2) Legg Mason Partners Variable Appreciation Portfolio -- Class II++..... 0.69% 0.25% 0.20% 0.01% 1.15% -- 1.15%(2) Legg Mason Partners Variable Capital and Income Portfolio -- Class I++...... 0.75% -- 0.13% -- 0.88% -- 0.88% Legg Mason Partners Variable Capital and Income Portfolio -- Class II....... 0.75% 0.25% 0.13% -- 1.13% -- 1.13% Legg Mason Partners Variable Capital Portfolio........... 0.75% 0.25% 0.11% -- 1.11% -- 1.11%(2) Legg Mason Partners Variable Dividend Strategy Portfolio++................. 0.65% -- 0.33% -- 0.98% -- 0.98%(2) Legg Mason Partners Variable Fundamental Value Portfolio -- Class I........ 0.75% -- 0.08% -- 0.83% -- 0.83%(2) Legg Mason Partners Variable Global Equity Portfolio..... 0.75% 0.25% 0.19% -- 1.19% -- 1.19%(2) Legg Mason Partners Variable International All Cap Opportunity Portfolio++..... 0.85% -- 0.26% -- 1.11% -- 1.11%(2) Legg Mason Partners Variable Investors Portfolio -- Class I........................... 0.62% -- 0.14% -- 0.76% -- 0.76%(2) Legg Mason Partners Variable Large Cap Growth Portfolio -- Class I++...... 0.75% -- 0.15% -- 0.90% -- 0.90%(3) Legg Mason Partners Variable Lifestyle Allocation 50%++++..................... -- -- 0.10% 0.68% 0.78% -- 0.78%(4) Legg Mason Partners Variable Lifestyle Allocation 70%++++..................... -- -- 0.15% 0.74% 0.89% -- 0.89%(4) Legg Mason Partners Variable Lifestyle Allocation 85%++++..................... -- -- 0.23% 0.82% 1.05% -- 1.05%(4) Legg Mason Partners Variable Mid Cap Core Portfolio -- Class I++...... 0.75% -- 0.26% -- 1.01% -- 1.01%(2) Legg Mason Partners Variable Small Cap Growth Portfolio -- Class I........ 0.75% -- 0.35% -- 1.10% -- 1.10%(2) Legg Mason Partners Variable Social Awareness Portfolio++................. 0.67% -- 0.38% -- 1.05% -- 1.05%(2) LEGG MASON PARTNERS VARIABLE INCOME TRUST Legg Mason Partners Variable Adjustable Rate Income Portfolio++................. 0.55% 0.25% 0.60% -- 1.40% -- 1.40%(2) Legg Mason Partners Variable High Income Portfolio++..... 0.60% -- 0.15% -- 0.75% -- 0.75%(2) Legg Mason Partners Variable Money Market Portfolio++.... 0.45% -- 0.08% -- 0.53% -- 0.53%(2) MET INVESTORS SERIES TRUST BlackRock Large Cap Core Portfolio -- Class E+....... 0.58% 0.15% 0.06% -- 0.79% -- 0.79% Lord Abbett Bond Debenture Portfolio -- Class A........ 0.49% -- 0.05% -- 0.54% -- 0.54% Lord Abbett Growth and Income Portfolio -- Class B........ 0.49% 0.25% 0.03% -- 0.77% -- 0.77%
10
DISTRIBUTION TOTAL CONTRACTUAL FEE NET TOTAL AND/OR ANNUAL WAIVER ANNUAL MANAGEMENT SERVICE OTHER ACQUIRED FUND FEES OPERATING AND/OR EXPENSE OPERATING UNDERLYING FUND FEE (12b-1) FEES EXPENSES AND EXPENSES* EXPENSES REIMBURSEMENT EXPENSES** - --------------- ---------- ------------ -------- ------------------ --------- --------------- --------------- Met/AIM Capital Appreciation Portfolio -- Class E........ 0.76% 0.15% 0.10% -- 1.01% -- 1.01% MFS(R) Research International Portfolio -- Class B........ 0.70% 0.25% 0.09% -- 1.04% -- 1.04% Oppenheimer Capital Appreciation Portfolio -- Class B........ 0.58% 0.25% 0.06% -- 0.89% -- 0.89% Pioneer Strategic Income Portfolio -- Class A........ 0.60% -- 0.09% -- 0.69% -- 0.69%(5) Third Avenue Small Cap Value Portfolio -- Class B++...... 0.73% 0.25% 0.03% -- 1.01% -- 1.01% METROPOLITAN SERIES FUND, INC. BlackRock Aggressive Growth Portfolio -- Class D........ 0.71% 0.10% 0.05% -- 0.86% -- 0.86% BlackRock Bond Income Portfolio -- Class E........ 0.38% 0.15% 0.06% -- 0.59% 0.01% 0.58%(6) Capital Guardian U.S. Equity Portfolio -- Class B........ 0.66% 0.25% 0.05% -- 0.96% -- 0.96% Jennison Growth Portfolio -- Class B........ 0.63% 0.25% 0.04% -- 0.92% -- 0.92% MFS(R) Total Return Portfolio -- Class F........ 0.53% 0.20% 0.05% -- 0.78% -- 0.78% T. Rowe Price Large Cap Growth Portfolio -- Class B........ 0.60% 0.25% 0.07% -- 0.92% -- 0.92% Western Asset Management U.S. Government Portfolio -- Class A........ 0.49% -- 0.05% -- 0.54% -- 0.54% PIONEER VARIABLE CONTRACTS TRUST -- CLASS II Pioneer Fund VCT Portfolio..... 0.65% 0.25% 0.05% -- 0.95% -- 0.95% Pioneer Mid Cap Value VCT Portfolio................... 0.65% 0.25% 0.06% -- 0.96% -- 0.96% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Equity and Income Portfolio -- Class II....... 0.41% 0.35% 0.29% -- 1.05% -- 1.05% U.S. Real Estate Securities Portfolio -- Class I........ 0.74% -- 0.28% -- 1.02% -- 1.02% VAN KAMPEN LIFE INVESTMENT TRUST -- CLASS II Comstock Portfolio............. 0.56% 0.25% 0.03% -- 0.84% -- 0.84% Growth and Income Portfolio.... 0.56% 0.25% 0.04% -- 0.85% -- 0.85%
- --------- * Acquired Fund Fees and Expenses are fees and expenses incurred indirectly by a portfolio as a result of investing in shares of one or more underlying portfolios. ** Net Total Annual Operating Expenses do not reflect: (1) voluntary waivers of fees or expenses; (2) contractual waivers that are in effect for less than one year from the date of this Prospectus; or (3) expense reductions resulting from custodial fee credits or directed brokerage arrangements. + Not available under all Contracts. Availability depends on Contract issue date. ++ Closed to new investments except under dollar cost averaging and rebalancing programs in existence at the time of closing. ++ Fees and expenses of this Portfolio are based on the Portfolio's fiscal year ended October 31, 2007. ++++ Fees and expenses of this Portfolio are based on the Portfolio's fiscal year ended January 31, 2008. (1) We may market this Underlying Fund under the name "Franklin Templeton Mutual Shares Securities Fund" in written materials outside of this prospectus. (2) Other Expenses have been revised to reflect the estimated effect of additional prospectus and shareholder report printing and mailing expenses expected to be incurred by the fund going forward. (3) Other Expenses have been revised to reflect the estimated effect of additional prospectus and shareholder report printing and mailing expenses expected to be incurred by the fund going forward. Due to contractual waivers and/or reimbursements in place through March 1, 2009, the Portfolio's actual total net operating expenses, excluding brokerage, taxes, interest and extraordinary expenses, are not expected to exceed 0.78% prior to that date. (4) The Portfolio is a "fund of funds" that invests substantially all of its assets in other Legg Mason-affiliated portfolios. Because the Portfolio invests in other underlying portfolios, the Portfolio will bear its pro rata portion of the operating expenses of the underlying portfolios in which the Portfolio invests, including the management fee. Other Expenses have been revised to reflect the estimated effect of additional prospectus and shareholder report printing and mailing expenses expected to be incurred by the fund going forward. (5) The Management Fee has been restated to reflect an amended management fee agreement, as if the agreement had been in effect during the preceding fiscal year. 11 (6) MetLife Advisers, LLC has contractually agreed, for the period April 28, 2008 through April 30, 2009, to reduce the Management Fee for each Class of the Portfolio to the annual rate of 0.325% for the amounts over $1 billion but less than $2 billion. EXAMPLE This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity Contracts. These costs include Contract Owner transaction expenses, Contract fees, separate account annual expenses, and Underlying Fund total annual operating expenses. This example does not represent past or future expenses. Your actual expenses may be more or less than those shown. This example assumes that you invest $10,000 in the Contract for the time periods indicated and that your investment has a 5% return each year. The example reflects the annual Contract administrative charge, factoring in that the charge is waived for contracts over a certain value. Additionally, the example is based on the minimum and maximum Underlying Fund total annual operating expenses shown above and does not reflect any Underlying Fund fee waivers and/or expense reimbursements. The example assumes you have elected all of the available optional benefits and that you have allocated all of your Contract Value to either the Underlying Fund with the maximum total annual operating expenses or the Underlying Fund with the minimum total annual operating expenses. Your actual expenses will be less than those shown if you do not elect all of the available optional benefits. EXAMPLE
IF CONTRACT IS NOT SURRENDERED OR IF CONTRACT IS SURRENDERED AT THE ANNUITIZED AT THE END OF PERIOD END OF PERIOD SHOWN: SHOWN: ---------------------------------------------------------- ---------------------------------- FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS - -------------- ---------- ---------------------- ---------- ---------- ---------- ---------- ---------- Underlying Fund with Maximum Total Annual Operating Expenses......... $1,137 $1,623 $2,250 $3,618 $337 $1,028 $1,740 Underlying Fund with Minimum Total Annual Operating Expenses......... $1,050 $1,363 $1,821 $2,791 $250 $768 $1,311 IF CONTRACT IS NOT SURREN- DERED OR ANNUITIZED AT THE END OF PERIOD SHOWN: ---------- FUNDING OPTION 10 YEARS - -------------- ---------- Underlying Fund with Maximum Total Annual Operating Expenses......... $3,618 Underlying Fund with Minimum Total Annual Operating Expenses......... $2,791
CONDENSED FINANCIAL INFORMATION - -------------------------------------------------------------------------------- See Appendices A and B. THE ANNUITY CONTRACT - -------------------------------------------------------------------------------- PrimElite II Annuity is a contract between the Contract Owner ("you") and the Company. This is the prospectus -- it is not the Contract. The prospectus highlights many Contract provisions to focus your attention on the Contract's essential features. Your rights and obligations under the Contract will be determined by the language of the Contract itself. When you receive your Contract, we suggest you read it promptly and carefully. There may be differences in your Contract from the descriptions in this prospectus because of the requirements of the state where we issued your Contract. We will include any such differences in your Contract. The Company offers several different annuities that your investment professional may be authorized to offer to you. Each annuity offers different features and benefits that may be appropriate for you. In particular, the annuities differ based on variations in the standard and optional death benefit protection provided for your beneficiaries, the availability of optional living benefits, the ability to access your Contract Value if necessary and the charges that you will be subject to if you make a withdrawal or surrender the annuity. The separate account charges and other charges may be different between each annuity we offer. Optional death benefits and living benefits are subject to a separate charge for the additional protections they offer to you and your beneficiaries. Furthermore, annuities that offer greater flexibility to access your Contract Value generally are subject to higher separate account charges than annuities that deduct charges if you make a withdrawal or surrender. 12 We encourage you to evaluate the fees, expenses, benefits and features of this annuity against those of other investment products, including other annuity products offered by us and other insurance companies. Before purchasing this or any other investment product you should consider whether the product you purchase is consistent with your risk tolerance, investment objectives, investment time horizon, financial and tax situation, liquidity needs and how you intend to use the annuity. You make Purchase Payments to us and we credit them to your Contract. We promise to pay you an income, in the form of Annuity Payments, beginning on a future date that you choose, the Maturity Date. The Purchase Payments accumulate tax deferred in the funding options of your choice. We offer multiple Variable Funding Options. We may also offer a Fixed Account option. Where permitted by state law, we also reserve the right to restrict allocation of Purchase Payments to the Fixed Account if the credited interest rate is equal to the minimum guaranteed interest rate specified under the Contract. The Contract Owner assumes the risk of gain or loss according to the performance of the Variable Funding Options. The Contract Value is the amount of Purchase Payments, plus or minus any investment experience on the amounts you allocate to the Separate Account ("Separate Account Contract Value") or interest on the amounts you allocate to the Fixed Account ("Fixed Account Contract Value"). The Contract Value also reflects all withdrawals made and charges deducted. There is generally no guarantee that at the Maturity Date the Contract Value will equal or exceed the total Purchase Payments made under the Contract. The date the Contract and its benefits become effective is referred to as the Contract Date. Each 12-month period following the Contract Date is called a Contract Year. Certain changes and elections must be made in writing to the Company. Where the term "Written Request" is used, it means that you must send written information to our Home Office in a form and content satisfactory to us. The ages of the owner and Annuitant determine which death benefits and certain optional features are available to you.
MAXIMUM AGE BASED ON THE OLDER OF THE OWNER AND DEATH BENEFIT/OPTIONAL FEATURE ANNUITANT ON THE CONTRACT DATE - ------------------------------------------------------ ----------------------------------------------- Standard Death Benefit 80 Enhanced Stepped-Up Provision (E.S.P) 75
Purchase of this Contract through a tax qualified retirement plan or IRA does not provide any additional tax deferral benefits beyond those provided by the plan or the IRA. Accordingly, if you are purchasing this Contract through a plan or IRA, you should consider purchasing this Contract for its death benefit, annuity option benefits, and other non-tax-related benefits. You should consult with your tax adviser to determine if this Contract is appropriate for you. CONTRACT OWNER INQUIRIES Any questions you have about your Contract should be directed to our Home Office at 888-556-5412. PURCHASE PAYMENTS Your initial Purchase Payment is due and payable before the Contract becomes effective. The initial Purchase Payment must be at least $5,000. You may make additional payments of at least $100 at any time. No additional payments are allowed if this Contract is purchased with a beneficiary-directed transfer of death benefit proceeds. Under certain circumstances, we may waive the minimum Purchase Payment requirement. Purchase Payments over $1,000,000 may be made only with our prior consent. We may restrict allocations of Purchase Payments to the Fixed Account whenever the current credited interest rate for the Fixed Account is equal to the minimum guaranteed rate specified in your contract. Purchase Payments may be made at any time while the Annuitant is alive and before the date Annuity Payments begin. We accept Purchase Payments made by check or cashier's check. We do not accept cash, money orders or traveler's checks. We reserve the right to refuse Purchase Payments made via a personal check in excess of $100,000. Purchase Payments over $100,000 may be accepted in other forms, including but not limited to, EFT/wire transfers, certified checks, corporate checks, and checks written on financial institutions. The form in which we receive a Purchase Payment may determine how soon subsequent disbursement requests may be fulfilled. (See "Access To Your Money.") 13 We will apply the initial Purchase Payment less any applicable premium tax within two business days after we receive it at our Home Office with a properly completed application or order request. If your request or other information accompanying the initial Purchase Payment is incomplete when received, we will hold the Purchase Payment for up to five business days. If we cannot obtain the necessary information within five business days, we will return the Purchase Payment in full, unless you specifically consent for us to keep it until you provide the necessary information. We will credit any subsequent Purchase Payment to a Contract on the same business day we receive it, if it is received in good order by our Home Office by 4:00 p.m. Eastern time. A business day is any day that the New York Stock Exchange is open for regular trading (except when trading is restricted due to an emergency as defined by the Securities and Exchange Commission). IF YOU SEND YOUR PURCHASE PAYMENTS OR TRANSACTION REQUESTS TO AN ADDRESS OTHER THAN THE ONE WE HAVE DESIGNATED FOR RECEIPT OF SUCH PURCHASE PAYMENTS OR REQUESTS, WE MAY RETURN THE PURCHASE PAYMENT TO YOU, OR THERE MAY BE A DELAY IN APPLYING THE PURCHASE PAYMENT OR TRANSACTION TO YOUR CONTRACT. QUALIFIED CONTRACTS UNDER SECTION 403(B). If your Contract was issued as a Qualified Contract under Section 403(b) of the Code (also called a "tax sheltered annuity" or "TSA") in a 90-24 transfer completed on or before September 24, 2007, we urge you to consult with your tax advisor prior to making additional purchase payments. Such additional payments may have significant adverse tax consequences. (See "Federal Tax Consequences.") ACCUMULATION UNITS The period between the Contract Date and the Maturity Date is the accumulation period. During the accumulation period, an Accumulation Unit is used to calculate the value of a Contract. Each Variable Funding Option has a corresponding Accumulation Unit value. The Accumulation Units are valued each business day and their values may increase or decrease from day to day. The daily change in value of an Accumulation Unit each day is based on the investment performance of the corresponding Underlying Fund, and the deduction of separate account charges shown in the Fee Table in this prospectus. The number of Accumulation Units we will credit to your Contract once we receive a Purchase Payment or transfer request (or, liquidate for a withdrawal request) is determined by dividing the amount directed to each Variable Funding Option (or, taken from each Variable Funding Option) by the value of its Accumulation Unit. Normally, we calculate the value of an Accumulation Unit for each Variable Funding Option as of the close of regular trading (generally 4:00 p.m. Eastern time) each day the New York Stock Exchange is open. After the value is calculated, we credit your Contract. During the annuity period (i.e., after the Maturity Date), you are credited with Annuity Units. THE VARIABLE FUNDING OPTIONS You choose the Variable Funding Options to which you allocate your Purchase Payments. From time to time we may make new Variable Funding Options available. These Variable Funding Options are Subaccounts of the Separate Account. The Subaccounts invest in the Underlying Funds. You are not investing directly in the Underlying Fund. Each Underlying Fund is a portfolio of an open-end management investment company that is registered with the SEC under the Investment Company Act of 1940. These Underlying Funds are not publicly traded and are only offered through variable annuity contracts, variable life insurance policies, and in some instances, certain retirement plans. They are not the same as the retail mutual funds offered outside of a variable annuity or variable life insurance product, although the investment practices and fund names may be similar and the portfolio managers may be identical. Accordingly, the performance of the retail mutual fund is likely to be different from that of the Underlying Fund. We select the Underlying Funds offered through this Contract based on a number of criteria, including asset class coverage, the strength of the adviser's or subadviser's reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor we consider during the selection process is whether the Underlying Fund's adviser or subadviser is one of our affiliates or whether the Underlying Fund, its adviser, its subadviser(s), or an affiliate will make payments to us or our affiliates. In this regard, the profit distributions we receive from our affiliated investment advisers are a component of the total revenue that we consider in configuring the features and investment choices available in the variable insurance products that we and our affiliated insurance companies issue. Since we and our affiliated insurance companies may benefit more from the allocation of assets to portfolios advised by our affiliates than those that are not, we may be more inclined to offer 14 portfolios advised by our affiliates in the variable insurance products we issue. For additional information on these arrangements, see "Payments We Receive." We review the Underlying Funds periodically and may remove an Underlying Fund or limit its availability to new Purchase Payments and/or transfers of Contract Value if we determine that the Underlying Fund no longer meets one or more of the selection criteria, and/or if the Underlying Fund has not attracted significant allocations from Contract Owners. In some cases, we have included Underlying Funds based on recommendations made by broker-dealer firms. These broker-dealer firms may receive payments from the Underlying Funds they recommend and may benefit accordingly from the allocation of Contract Value to such Underlying Funds. When the Company develops a variable product in cooperation with a fund family or distributor (e.g. a "private label" product) the Company will generally include Underlying Funds based on recommendations made by the fund family or distributor, whose selection criteria may differ from the Company's selection criteria. WE DO NOT PROVIDE ANY INVESTMENT ADVICE AND DO NOT RECOMMEND OR ENDORSE ANY PARTICULAR UNDERLYING FUND. YOU BEAR THE RISK OF ANY DECLINE IN YOUR CONTRACT VALUE RESULTING FROM THE PERFORMANCE OF THE UNDERLYING FUNDS YOU HAVE CHOSEN. If investment in the Underlying Funds or a particular Underlying Fund is no longer possible, in our judgment becomes inappropriate for purposes of the Contract, or for any other reason in our sole discretion, we may substitute another Underlying Fund or Underlying Funds without your consent. The substituted Underlying Fund may have different fees and expenses. Substitution may be made with respect to existing investments or the investment of future Purchase Payments, or both. However, we will not make such substitution without any necessary approval of the Securities and Exchange Commission and applicable state insurance departments. Furthermore, we may close Underlying Funds to allocations of Purchase Payments or Contract Value, or both, at any time in our sole discretion. In certain circumstances, the Company's ability to remove or replace an Underlying Fund may be limited by the terms of a five-year agreement between MetLife, Inc. (MetLife) and Legg Mason, Inc. (Legg Mason) relating to the use of certain Underlying Funds advised by Legg Mason affiliates. The agreement sets forth the conditions under which the Company can remove an Underlying Fund, which, in some cases, may differ from the Company's own selection criteria. In addition, during the term of the agreement, subject to the Company's fiduciary and other legal duties, the Company is generally obligated in the first instance to consider Underlying Funds advised by Legg Mason affiliates in seeking to make a substitution for an Underlying Fund advised by a Legg Mason affiliate. The agreement was originally entered into on July 1, 2005 by MetLife and certain affiliates of Citigroup Inc. (Citigroup) as part of MetLife's acquisition of The Travelers Insurance Company and The Travelers Life and Annuity Company (both of which are now MetLife Insurance Company of Connecticut) from Citigroup. Legg Mason replaced the Citigroup affiliates as a party to the agreement when Citigroup sold its asset management business to Legg Mason. The agreement also obligates Legg Mason to continue making payments to the Company with respect to Underlying Funds advised by Legg Mason affiliates, on the same terms provided for in administrative services agreements between Citigroup's asset management affiliates and the Travelers insurance companies that predate the acquisition. PAYMENTS WE RECEIVE. As described above, an investment adviser (other than our affiliates MetLife Advisers, LLC, and Met Investors Advisory LLC) or subadviser of an Underlying Fund, or its affiliates, may make payments to the Company and/or certain of its affiliates. These payments may be used for a variety of purposes, including payment of expenses for certain administrative, marketing and support services with respect to the Contracts, and, in the Company's role as an intermediary, with respect to the Underlying Funds. The Company and its affiliates may profit from these payments. These payments may be derived, in whole or in part, from the advisory fee deducted from Underlying Fund assets. Contract Owners, through their indirect investment in the Underlying Funds, bear the costs of these advisory fees (see the Underlying Funds' prospectuses for more information). The amount of the payments we receive is based on a percentage of assets of the Underlying Funds attributable to the Contracts and certain other variable insurance products that the Company and its affiliates issue. These percentages differ and some advisers or subadvisers (or other affiliates) may pay the Company more than others. These percentages currently range up to 0.50%. Additionally, an investment adviser or subadviser of an Underlying Fund or its affiliates may provide the Company with wholesaling services that assist in the distribution of the Contracts and may pay the Company and/or certain of its affiliates amounts to participate in sales meetings. These amounts may be significant and may provide the adviser or subadviser (or their affiliate) with increased access to persons involved in the distribution of the Contracts. The Company and/or certain of its affiliated insurance companies have joint ownership interests in its affiliated investment advisers MetLife Advisers, LLC and Met Investors Advisory LLC, which are formed as "limited liability 15 companies." The Company's ownership interests in MetLife Advisers, LLC and Met Investors Advisory LLC entitle us to profit distributions if the adviser makes a profit with respect to the advisory fees it receives from the Underlying Fund. The Company will benefit accordingly from assets allocated to the Underlying Funds to the extent they result in profits to the advisers. (See "Fee Table -- Underlying Fund Fees and Expenses" for information on the management fees paid by the Underlying Funds and the Statement of Additional Information for the Underlying Funds for information on the management fees paid by the advisers to the subadvisers.) Certain Underlying Funds have adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of 1940. An Underlying Fund's 12b-1 Plan, if any, is described in more detail in the Underlying Fund's prospectus. (See "Fee Table -- Underlying Fund Fees and Expenses" and "Other Information -- Distribution of Variable Annuity Contracts.") Any payments we receive pursuant to those 12b-1 Plans are paid to us or our distributor, MetLife Investors Distribution Company. Payments under an Underlying Fund's 12b-1 Plan decrease the Underlying Fund's investment return. We make certain payments to American Funds Distributors, Inc., principal underwriter for the American Funds Insurance Series. (See "Distribution of Variable Annuity Contracts.") Each Underlying Fund has different investment objectives and risks. The Underlying Fund prospectuses contain more detailed information on each Underlying Fund's investment strategy, investment advisers and its fees. You may obtain an Underlying Fund prospectus by calling 888-556-5412 or through your registered representative. We do not guarantee the investment results of the Underlying Funds. The current Underlying Funds are listed below, along with their investment advisers and any subadviser:
FUNDING INVESTMENT INVESTMENT OPTION OBJECTIVE ADVISER/SUBADVISER - --------------------------------- --------------------------------- --------------------------------- ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. -- CLASS B Global Technology Portfolio+ Seeks long-term growth of AllianceBernstein L.P. capital. AMERICAN FUNDS INSURANCE SERIES(R) -- CLASS 2 American Funds Bond Fund Seeks to maximize current income Capital Research and Management and preserve capital by investing Company primarily in fixed-income securities. American Funds Global Growth Fund Seeks capital appreciation Capital Research and Management through stocks. Company American Funds Global Small Seeks capital appreciation Capital Research and Management Capitalization Fund through stocks. Company American Funds Growth Fund Seeks capital appreciation Capital Research and Management through stocks. Company American Funds Growth-Income Fund Seeks both capital appreciation Capital Research and Management and income. Company FIDELITY(R) VARIABLE INSURANCE PRODUCTS -- SERVICE CLASS 2 Equity-Income Portfolio Seeks income and capital Fidelity Management & Research appreciation potential primarily Company from income-producing equity securities. Mid Cap Portfolio Seeks long-term growth of Fidelity Management & Research capital. Company FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST -- CLASS 2 Franklin Income Securities Fund Seeks to maximize income while Franklin Advisers, Inc. maintaining prospects for capital appreciation. Mutual Shares Securities Fund* Seeks capital appreciation, with Franklin Mutual Advisers, LLC income as a secondary goal.
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FUNDING INVESTMENT INVESTMENT OPTION OBJECTIVE ADVISER/SUBADVISER - --------------------------------- --------------------------------- --------------------------------- Templeton Growth Securities Fund Seeks long-term capital growth. Templeton Global Advisors Limited LEGG MASON PARTNERS VARIABLE EQUITY TRUST Legg Mason Partners Variable Seeks capital appreciation. Legg Mason Partners Fund Advisor, Aggressive Growth LLC Portfolio -- Class I Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks long-term appreciation of Legg Mason Partners Fund Advisor, Appreciation Portfolio -- Class capital. LLC I Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks long-term appreciation of Legg Mason Partners Fund Advisor, Appreciation Portfolio -- Class capital. LLC II++ Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks total return (that is, a Legg Mason Partners Fund Advisor, Capital and Income combination of income and long- LLC Portfolio -- Class I++ term capital appreciation). Subadvisers: Western Asset Management Company; ClearBridge Advisors, LLC; Western Asset Management Company Limited Legg Mason Partners Variable Seeks total return (that is, a Legg Mason Partners Fund Advisor, Capital and Income combination of income and long- LLC Portfolio -- Class II term capital appreciation). Subadvisers: Western Asset Management Company; ClearBridge Advisors, LLC; Western Asset Management Company Limited Legg Mason Partners Variable Seeks capital appreciation Legg Mason Partners Fund Advisor, Capital Portfolio through investment in securities LLC which the portfolio managers Subadviser: ClearBridge Advisors, believe have above-average LLC capital appreciation potential. Legg Mason Partners Variable Seeks capital appreciation, Legg Mason Partners Fund Advisor, Dividend Strategy Portfolio principally through investments LLC in dividend-paying stocks. Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks long-term capital growth. Legg Mason Partners Fund Advisor, Fundamental Value Current income is a secondary LLC Portfolio -- Class I consideration. Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks long-term capital growth; Legg Mason Partners Fund Advisor, Global Equity Portfolio dividend income, if any, is LLC incidental to this goal. Subadviser: Batterymarch Financial Management, Inc. Legg Mason Partners Variable Seeks total return on assets from Legg Mason Partners Fund Advisor, International All Cap growth of capital and income. LLC Opportunity Portfolio Subadviser: Global Currents Investment Management, LLC Legg Mason Partners Variable Seeks long-term growth of Legg Mason Partners Fund Advisor, Investors Portfolio -- Class I capital. Current income is a LLC secondary objective. Subadviser: ClearBridge Advisors, LLC
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FUNDING INVESTMENT INVESTMENT OPTION OBJECTIVE ADVISER/SUBADVISER - --------------------------------- --------------------------------- --------------------------------- Legg Mason Partners Variable Seeks long-term growth of Legg Mason Partners Fund Advisor, Large Cap Growth capital. LLC Portfolio -- Class I Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks a balance of growth of Legg Mason Partners Fund Advisor, Lifestyle Allocation 50% captial and income. LLC Subadviser: Legg Mason Global Asset Allocation, LLC Legg Mason Partners Variable Seeks long-term growth of Legg Mason Partners Fund Advisor, Lifestyle Allocation 70% capital. LLC Subadviser: Legg Mason Global Asset Allocation, LLC Legg Mason Partners Variable Seeks capital appreciation. Legg Mason Partners Fund Advisor, Lifestyle Allocation 85% LLC Subadviser: Legg Mason Global Asset Allocation, LLC Legg Mason Partners Variable Mid Seeks long-term growth of Legg Mason Partners Fund Advisor, Cap Core Portfolio -- Class I capital. LLC Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks long-term growth of Legg Mason Partners Fund Advisor, Small Cap Growth capital. LLC Portfolio -- Class I Subadviser: ClearBridge Advisors, LLC Legg Mason Partners Variable Seeks capital appreciation and Legg Mason Partners Fund Advisor, Social Awareness Portfolio retention of net investment LLC income. Subadviser: Legg Mason Investment Counsel, LLC LEGG MASON PARTNERS VARIABLE INCOME TRUST Legg Mason Partners Variable Seeks to provide high current Legg Mason Partners Fund Advisor, Adjustable Rate Income income and to limit the degree of LLC Portfolio fluctuation of its net asset Subadviser: Western Asset value resulting from movements in Management Company interest rates. Legg Mason Partners Variable High Seeks high current income. Legg Mason Partners Fund Advisor, Income Portfolio Secondarily, seeks capital LLC appreciation. Subadvisers: Western Asset Management Company; Western Asset Management Company Limited Legg Mason Partners Variable Seeks to maximize current income Legg Mason Partners Fund Advisor, Money Market Portfolio consistent with preservation of LLC capital. Subadviser: Western Asset Management Company MET INVESTORS SERIES TRUST BlackRock Large Cap Core Seeks long-term capital growth. Met Investors Advisory, LLC Portfolio -- Class E+ Subadviser: BlackRock Advisors, LLC Lord Abbett Bond Debenture Seeks high current income and the Met Investors Advisory, LLC Portfolio -- Class A opportunity for capital Subadviser: Lord, Abbett & Co. appreciation to produce a high LLC total return. Lord Abbett Growth and Income Seeks long-term growth of capital Met Investors Advisory, LLC Portfolio -- Class B and income without excessive Subadviser: Lord, Abbett & Co. fluctuation in market value. LLC
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FUNDING INVESTMENT INVESTMENT OPTION OBJECTIVE ADVISER/SUBADVISER - --------------------------------- --------------------------------- --------------------------------- Met/AIM Capital Appreciation Seeks capital appreciation. Met Investors Advisory, LLC Portfolio -- Class E Subadviser: Invesco Aim Capital Management, Inc. MFS(R) Research International Seeks capital appreciation. Met Investors Advisory, LLC Portfolio -- Class B Subadviser: Massachusetts Financial Services Company Oppenheimer Capital Appreciation Seeks capital appreciation. Met Investors Advisory, LLC Portfolio -- Class B Subadviser: OppenheimerFunds, Inc. Pioneer Strategic Income Seeks a high level of current Met Investors Advisory, LLC Portfolio -- Class A income. Subadviser: Pioneer Investment Management, Inc. Third Avenue Small Cap Value Seeks long-term capital Met Investors Advisory, LLC Portfolio -- Class B++ appreciation. Subadviser: Third Avenue Management LLC METROPOLITAN SERIES FUND, INC. BlackRock Aggressive Growth Seeks maximum capital MetLife Advisers, LLC Portfolio -- Class D appreciation. Subadviser: BlackRock Advisors, LLC BlackRock Bond Income Seeks a competitive total return MetLife Advisers, LLC Portfolio -- Class E primarily from investing in Subadviser: BlackRock Advisors, fixed-income securities. LLC Capital Guardian U.S. Equity Seeks long-term growth of MetLife Advisers, LLC Portfolio -- Class B capital. Subadviser: Capital Guardian Trust Company Jennison Growth Seeks long-term growth of MetLife Advisers, LLC Portfolio -- Class B capital. Subadviser: Jennison Associates LLC MFS(R) Total Return Seeks a favorable total return MetLife Advisers, LLC Portfolio -- Class F through investment in a Subadviser: Massachusetts diversified portfolio. Financial Services Company T. Rowe Price Large Cap Growth Seeks long-term growth of capital MetLife Advisers, LLC Portfolio -- Class B and, secondarily, dividend Subadviser: T. Rowe Price income. Associates, Inc. Western Asset Management U.S. Seeks to maximize total return MetLife Advisers, LLC Government Portfolio -- Class A consistent with preservation of Subadviser: Western Asset capital and maintenance of Management Company liquidity. PIONEER VARIABLE CONTRACTS TRUST -- CLASS II Pioneer Fund VCT Portfolio Seeks reasonable income and Pioneer Investment Management, capital growth. Inc. Pioneer Mid Cap Value VCT Seeks capital appreciation by Pioneer Investment Management, Portfolio investing in a diversified Inc. portfolio of securities consisting primarily of common stocks. THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Equity and Income Seeks both capital appreciation Morgan Stanley Investment Portfolio -- Class II and current income. Management Inc.
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FUNDING INVESTMENT INVESTMENT OPTION OBJECTIVE ADVISER/SUBADVISER - --------------------------------- --------------------------------- --------------------------------- U.S. Real Estate Securities Seeks to provide above average Morgan Stanley Investment Portfolio -- Class I current income and long-term Management Inc. capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts. VAN KAMPEN LIFE INVESTMENT TRUST -- CLASS II Comstock Portfolio Seeks capital growth and income Van Kampen Asset Management through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks. Growth and Income Portfolio Seeks long-term growth of capital Van Kampen Asset Management and income.
- --------- * We may market this Underlying Fund under the name "Franklin Templeton Mutual Shares Securities Fund" in written materials outside of this prospectus. + Not available under all Contracts. Availability depends on Contract issue date. ++ Closed to new investments except under dollar cost averaging and rebalancing programs in existence at the time of closing. Certain Variable Funding Options may have been subject to a merger, substitution or other change. Please see "Appendix C -- Additional Information Regarding Underlying Funds." FIXED ACCOUNT - -------------------------------------------------------------------------------- We may offer our Fixed Account as a funding option. Please refer to your Contract and Appendix D for more information. CHARGES AND DEDUCTIONS - -------------------------------------------------------------------------------- GENERAL We deduct the charges described below. The charges are for the services and benefits we provide, costs and expenses we incur, and risks we assume under the Contracts. Services and benefits we provide include: - the ability for you to make withdrawals and surrenders under the Contracts - the death benefit paid on the death of the Contract Owner, Annuitant, or first of the joint owners - the available funding options and related programs (including dollar cost averaging, portfolio rebalancing, and systematic withdrawal programs) - administration of the annuity options available under the Contracts - the distribution of various reports to Contract Owners Costs and expenses we incur include: - losses associated with various overhead and other expenses associated with providing the services and benefits provided by the Contracts - sales and marketing expenses including commission payments to your registered representative 20 - other costs of doing business Risks we assume include: - that Annuitants may live longer than estimated when the annuity factors under the Contracts were established - that the amount of the death benefit will be greater than the Contract Value - that the costs of providing the services and benefits under the Contracts will exceed the charges deducted We may also deduct a charge for taxes. Unless otherwise specified, charges are deducted proportionately from all funding options in which you are invested. The amount of a charge may not necessarily correspond to the costs associated with providing the services or benefits indicated by the designated charge. For example, the withdrawal charge we collect may not fully cover all of the sales and distribution expenses we actually incur. The amount of any fee or charge is not impacted by an outstanding loan. We may also profit on one or more of the charges. We may use any such profits for any corporate purpose, including the payment of sales expenses. WITHDRAWAL CHARGE We do not deduct a sales charge from Purchase Payments when they are made to the Contract. However, a withdrawal charge will apply if Purchase Payments are withdrawn before they have been in the Contract for eight years. (This includes withdrawals resulting from a request to divide the Contract Value due to divorce.) We will assess the charge as a percentage of the Purchase Payment withdrawn as follows:
YEARS SINCE PURCHASE PAYMENT MADE - ------------------------------------------ GREATER THAN OR EQUAL TO BUT LESS THAN WITHDRAWAL CHARGE - ------------------------ ------------- ----------------- 0 years 2 years 8% 2 years 4 years 7% 4 years 5 years 6% 5 years 6 years 5% 6 years 7 years 4% 7 years 8 years 3% 8 + years 0%
For purposes of the withdrawal charge calculation, withdrawals are deemed to be taken first from: (a) any Purchase Payment to which no withdrawal charge applies, then (b) any remaining free withdrawal allowance (as described below) (after being reduced by (a)), then (c) any remaining Purchase Payment to which a withdrawal charge applies (on a first-in, first-out basis), then (d) any Contract earnings Unless you instruct us otherwise, we will deduct the withdrawal charge from the amount requested. We will not deduct a withdrawal charge if Purchase Payments are distributed: - due to the death of the Contract Owner or the Annuitant (with no Contingent Annuitant surviving) - in the form of lifetime Annuity Payments or Annuity Payments for a fixed period of at least five years - under the Nursing Home Confinement provision (as described in Appendix E) - due to a minimum distribution under our minimum distribution rules then in effect Note: Any free withdrawals taken will not reduce Purchase Payments still subject to a withdrawal charge. 21 FREE WITHDRAWAL ALLOWANCE Beginning in the second Contract Year, you may withdraw up to 15% of the Contract Value annually, without a withdrawal charge. We calculate the available withdrawal amount as of the end of the previous Contract Year. In addition, if you have enrolled in our systematic withdrawal program and have made an initial Purchase Payment of at least $50,000, you may withdraw up to 15% of the Contract Value in the first Contract Year without incurring a withdrawal charge. If you have Purchase Payments no longer subject to a withdrawal charge, the maximum you may withdraw without a withdrawal charge is the greater of (a) the free withdrawal allowance or (b) the total amount of Purchase Payments no longer subject to a withdrawal charge. Any free withdrawal taken will reduce Purchase Payments no longer subject to a withdrawal charge. The free withdrawal allowance applies to any partial or full withdrawal. The free withdrawal allowance is not cumulative from year to year. Any withdrawal is subject to federal income taxes on the taxable portion. In addition, a 10% federal penalty may be assessed on any withdrawal if the Contract Owner is under age 59 1/2. You should consult with your tax adviser regarding the tax consequences of a withdrawal. TRANSFER CHARGE We reserve the right to assess a transfer charge of up to $10.00 on transfers exceeding 12 per year. We will notify you in writing at your last known address at least 31 days before we impose any such transfer charge. ADMINISTRATIVE CHARGES There are two administrative charges: the $30 annual Contract administrative charge and the administrative expense charge. The annual Contract administrative charge will be deducted on a pro-rata basis from amounts allocated to the Variable Funding Options. We will deduct this charge on the fourth Friday of each August. This charge compensates us for expenses incurred in establishing and maintaining the Contract and we will prorate this charge (i.e. calculate) from the date of purchase. We will prorate this charge if you surrender your Contract, or if we terminate your Contract. We will not deduct a Contract administrative charge from the Fixed Account, if it is available, or: (1) from the distribution of death proceeds; (2) after an annuity payout has begun; or (3) if the Contract Value on the date of assessment equals or is greater than $50,000. We deduct the administrative expense charge (sometimes called "Subaccount administrative charge") on each business day from amounts allocated to the Variable Funding Options to compensate the Company for certain related administrative and operating expenses. The charge equals, on an annual basis, 0.15% of the daily net asset value allocated to each of the Variable Funding Options, and is reflected in our Accumulation and Annuity Unit value calculations. MORTALITY AND EXPENSE RISK CHARGE Each business day, we deduct a mortality and expense risk ("M&E") charge from amounts held in the Variable Funding Options. We reflect the deduction in our calculation of Accumulation and Annuity Unit values. The charges stated are the maximum for this product. We reserve the right to lower this charge at any time. This charge is equal to 1.50% annually. This charge compensates the Company for risks assumed, benefits provided and expenses incurred, including the payment of commissions to your registered representative. VARIABLE LIQUIDITY BENEFIT CHARGE If the Variable Liquidity Benefit is selected, there is a maximum charge of 8% of the amounts withdrawn. This charge is not assessed during the accumulation phase. 22 We will assess the charge as a percentage of the total benefit received as follows:
YEARS SINCE PURCHASE PAYMENT MADE - ------------------------------------------ GREATER THAN OR EQUAL TO BUT LESS THAN WITHDRAWAL CHARGE - ------------------------ ------------- ----------------- 0 years 2 years 8% 2 years 4 years 7% 4 years 5 years 6% 5 years 6 years 5% 6 years 7 years 4% 7 years 8 years 3% 8 + years 0%
Please refer to "Payment Options" for a description of this benefit. ENHANCED STEPPED-UP PROVISION CHARGE If the E.S.P. option is selected, a charge is deducted each business day from amounts held in the Variable Funding Options. The charge equals, on an annual basis, 0.25% of the amounts held in each funding option. VARIABLE FUNDING OPTION EXPENSES We summarized the charges and expenses of the Underlying Funds in the fee table. Please review the prospectus for each Underlying Fund for a more complete description of that fund and its expenses. Underlying Fund expenses are not fixed or guaranteed and are subject to change by the Fund. PREMIUM TAX Certain state and local governments charge premium taxes ranging from 0% to 3.5%, depending upon jurisdiction. We are responsible for paying these taxes and will determine the method used to recover premium tax expenses incurred. We will deduct any applicable premium taxes from your Contract Value either upon death, surrender, annuitization, or at the time you make Purchase Payments to the Contract, but no earlier than when we have a tax liability under state law. CHANGES IN TAXES BASED UPON PREMIUM OR VALUE If there is any change in a law assessing taxes against the Company based upon premiums, contract gains or value of the Contract, we reserve the right to charge you proportionately for this tax. TRANSFERS - -------------------------------------------------------------------------------- Subject to the limitations described below, you may transfer all or part of your Contract Value between Variable Funding Options at any time up to 30 days before the Maturity Date. After the Maturity Date, you may make transfers only if allowed by your Contract or with our consent. Transfer requests received at our Home Office that are in good order before the close of the New York Stock Exchange (NYSE) will be processed according to the value(s) next computed following the close of business. Transfer requests received on a non-business day or after the close of the NYSE will be processed based on the value(s) next computed on the next business day. Where permitted by state law, we reserve the right to restrict transfers from the Variable Funding Options to the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the minimum guaranteed interest rate specified under the Contract. Currently, there are no charges for transfers; however, we reserve the right to charge a fee for any transfer request which exceeds twelve per year. Since each Underlying Fund may have different overall expenses, a transfer of Contract Values from one Variable Funding Option to another could result in your investment becoming subject to 23 higher or lower expenses. Also, when making transfers, you should consider the inherent risks associated with the Variable Funding Options to which your Contract Value is allocated. MARKET TIMING/EXCESSIVE TRADING Frequent requests from Contract Owners to transfer Contract Value may dilute the value of an Underlying Fund's shares if the frequent trading involves an attempt to take advantage of pricing inefficiencies created by a lag between a change in the value of the securities held by the Underlying Fund and the reflection of that change in the Underlying Fund's share price ("arbitrage trading"). Regardless of the existence of pricing inefficiencies, frequent transfers may also increase brokerage and administrative costs of the Underlying Funds and may disrupt Underlying Fund management strategy, requiring an Underlying Fund to maintain a high cash position and possibly resulting in lost investment opportunities and forced liquidations ("disruptive trading"). Accordingly, arbitrage trading and disruptive trading activities (referred to collectively as "market timing") may adversely affect the long-term performance of the Underlying Funds, which may in turn adversely affect Contract Owners and other persons who may have an interest in the Contracts (e.g., annuitants and beneficiaries). We have policies and procedures that attempt to detect and deter frequent transfers in situations where we determine there is a potential for arbitrage trading. Currently, we believe that such situations may be presented in the international, small-cap, and high-yield Underlying Funds, i.e., AllianceBernstein Global Technology Portfolio, American Funds Global Growth Fund, American Funds Global Small Capitalization Fund, Templeton Growth Securities Fund, Legg Mason Partners Variable Global Equity Portfolio, Legg Mason Partners Variable International All Cap Opportunity Portfolio, Legg Mason Partners Variable Small Cap Growth Portfolio, Legg Mason Partners Variable High Income Portfolio, Lord Abbett Bond Debenture Portfolio, MFS(R) Research International Portfolio, Pioneer Strategic Income Portfolio, and Third Avenue Small Cap Value Portfolio (the "Monitored Portfolios"), and we monitor transfer activity in those Monitored Portfolios. In addition, as described below, we treat all American Funds Insurance Series portfolios ("American Funds portfolios") as Monitored Portfolios. We employ various means to monitor transfer activity, such as examining the frequency and size of transfers into and out of the Monitored Portfolios within given periods of time. For example, we currently monitor transfer activity to determine if, for each of the Monitored Portfolios, in a three-month period there were two or more "round- trips" of a certain dollar amount or greater. A round-trip is defined as a transfer in followed by a transfer out within the next 10 calendar days, or a transfer out followed by a transfer in within the next 10 calendar days. In the case of a Contract that has been restricted previously, a single round-trip of a certain dollar amount or greater will trigger the transfer restrictions described below. We do not believe that other Underlying Funds present a significant opportunity to engage in arbitrage trading and therefore do not monitor transfer activity in those Underlying Funds. We may change the Monitored Portfolios at any time without notice in our sole discretion. In addition to monitoring transfer activity in certain Underlying Funds, we rely on the Underlying Funds to bring any potential disruptive trading activity they identify to our attention for investigation on a case-by-case basis. We will also investigate other harmful transfer activity that we identify from time to time. We may revise these policies and procedures in our sole discretion at any time without prior notice. AMERICAN FUNDS MONITORING POLICY. As a condition to making their portfolios available in our products, American Funds requires us to treat all American Funds portfolios as Monitored Portfolios under our current market timing and excessive trading policies and procedures. Further, American Funds requires us to impose additional specified monitoring criteria for all American Funds portfolios available under the Contract, regardless of the potential for arbitrage trading. We are required to monitor transfer activity in American Funds portfolios to determine if there were two or more transfers in followed by transfers out, in each case of a certain dollar amount or greater, in any 30-day period. A first violation of the American Funds monitoring policy will result in a written notice of violation; any additional violation will result in the imposition of the transfer restrictions described below. Further, as Monitored Portfolios, American Funds portfolios also will be subject to our current market timing and excessive trading policies, procedures and restrictions, and transfer restrictions may be imposed upon a violation of either monitoring policy. Our policies and procedures may result in transfer restrictions being applied to deter market timing. Currently, when we detect transfer activity in the Monitored Portfolios that exceeds our current transfer limits, or other transfer activity that we believe may be harmful to other Owners or other persons who have an interest in the Contracts, we will exercise our contractual right to restrict your number of transfers to one every six months. In addition, we also reserve the right, but do not have the obligation, to further restrict the right to request transfers by any market timing 24 firm or any other third party who has been authorized to initiate transfers on behalf of multiple Contract Owners. We may, among other things: - reject the transfer instructions of any agent acting under a power of attorney on behalf of more than one Owner, or - reject the transfer or exchange instructions of individual Owners who have executed pre-authorized transfer forms which are submitted by market timing firms or other third parties on behalf of more than one Owner. Transfers made under a Dollar Cost Averaging Program, a rebalancing program or, if applicable, any asset allocation program described in this prospectus are not treated as transfers when we evaluate trading patterns for market timing. The detection and deterrence of harmful transfer activity involves judgments that are inherently subjective, such as the decision to monitor only those Underlying Funds that we believe are susceptible to arbitrage trading or the determination of the transfer limits. Our ability to detect and/or restrict such transfer activity may be limited by operational and technological systems, as well as our ability to predict strategies employed by Owners to avoid such detection. Our ability to restrict such transfer activity also may be limited by provisions of the Contract. Accordingly, there is no assurance that we will prevent all transfer activity that may adversely affect Owners and other persons with interests in the Contracts. We do not accommodate market timing in any Underlying Fund and there are no arrangements in place to permit any Contract Owner to engage in market timing; we apply our policies and procedures without exception, waiver, or special arrangement. The Underlying Funds may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares and we reserve the right to enforce these policies and procedures. For example, Underlying Funds may assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. The prospectuses for the Underlying Funds describe any such policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. Although we may not have the contractual authority or the operational capacity to apply the frequent trading policies and procedures of the Underlying Funds, we have entered into a written agreement, as required by SEC regulation, with each Underlying Fund or its principal underwriter that obligates us to provide to the Underlying Fund promptly upon request certain information about the trading activity of individual Contract Owners, and to execute instructions from the Underlying Fund to restrict or prohibit further purchases or transfers by specific Contract Owners who violate the frequent trading policies established by the Underlying Fund. In addition, Contract Owners and other persons with interests in the contracts should be aware that the purchase and redemption orders received by the Underlying Funds generally are "omnibus" orders from intermediaries, such as separate accounts funding variable insurance contracts or retirement plans. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable insurance contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the Underlying Funds in their ability to apply their frequent trading policies and procedures. In addition, the other insurance companies and/or retirement plans may have different policies and procedures or may not have any such policies and procedures because of contractual limitations. For these reasons, we cannot guarantee that the Underlying Funds (and thus Contract Owners) will not be harmed by transfer activity relating to other insurance companies and/or retirement plans that may invest in the Underlying Funds. If an Underlying Fund believes that an omnibus order reflects one or more transfer requests from Contract Owners engaged in disruptive trading activity, the Underlying Fund may reject the entire omnibus order. In accordance with applicable law, we reserve the right to modify or terminate the transfer privilege at any time. We also reserve the right to defer or restrict the transfer privilege at any time that we are unable to purchase or redeem shares of any of the Underlying Funds, including any refusal or restriction on purchases or redemptions of their shares as a result of their own policies and procedures on market timing activities (even if an entire omnibus order is rejected due to the market timing activity of a single Contract Owner). You should read the Underlying Fund prospectuses for more details. DOLLAR COST AVERAGING Dollar cost averaging or the pre-authorized transfer program (the "DCA Program") allows you to transfer a set dollar amount to other funding options on a monthly or quarterly basis during the accumulation phase of the Contract. 25 Using this method, you will purchase more Accumulation Units in a funding option if the value per unit is low and will purchase fewer Accumulation Units if the value per unit is high. Therefore, you may achieve a lower-than-average cost per unit in the long run if you have the financial ability to continue the program over a long enough period of time. Dollar cost averaging does not assure a profit or protect against a loss. You may elect the DCA Program through Written Request or other method acceptable to us. You must have a minimum total Contract Value of $5,000 to enroll in the DCA Program. The minimum amount that may be transferred through this program is $100. There is no additional fee to participate in the DCA Program. You may establish pre-authorized transfers of Contract Values from the Fixed Account, subject to certain restrictions. Under the DCA Program, automated transfers from the Fixed Account may not deplete your Fixed Account Value in less than twelve months from your enrollment in the DCA Program. In addition to the DCA Program, within the Fixed Account, we may credit increased interest rates to Contract Owners under an administrative Special DCA Program established at our discretion, depending on availability and state law. Under this program, the Contract Owner may pre-authorize level transfers to any of the funding options under either a 6 Month Program or 12 Month Program. The 6 Month Program and the 12 Month Program will generally have different credited interest rates. Under the 6 Month Program, the interest rate can accrue up to 6 months on the remaining amounts in the Special DCA Program and we must transfer all Purchase Payments and accrued interest on a level basis to the selected funding options in 6 months. Under the 12 Month Program, the interest rate can accrue up to 12 months on the remaining amounts in the Special DCA Program and we must transfer all Purchase Payments and accrued interest in this Special DCA Program on a level basis to the selected funding options in 12 months. The pre-authorized transfers will begin after the initial program Purchase Payment and complete enrollment instructions are received by the Company. If we do not receive complete program enrollment instructions within 15 days of receipt of the initial program Purchase Payment, the entire balance in the program will be transferred into the Money Market Variable Funding Option. You may start or stop participation in the DCA Program at any time, but you must give the Company at least 30 days' notice to change any automated transfer instructions that are currently in place. If you stop the Special DCA Program and elect to remain in the Fixed Account, we will credit your Contract Value for the remainder of 6 or 12 months with the interest rate for non-DCA Program funds. You may only have one DCA Program or Special DCA Program in place at one time. We will allocate any subsequent Purchase Payments we receive within the DCA Program period selected to the current funding options over the remainder of that DCA Program transfer period, unless you direct otherwise. All provisions and terms of the Contract apply to the DCA and Special DCA Programs, including provisions relating to the transfer of money between funding options. Transfers made under any DCA Program will not be counted for purposes of restrictions we may impose on the number of transfers permitted under the Contract. We reserve the right to suspend or modify transfer privileges at any time and to assess a processing fee for this service. If the Fixed Account is not available as a funding option, you may still participate in the DCA Program. ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- Any time before the Maturity Date, you may redeem all or any portion of the Cash Surrender Value, that is, the Contract Value less any withdrawal charge, outstanding loans, and any premium tax not previously deducted. Unless you submit a Written Request specifying the Variable Funding Option(s) and/or the Fixed Account from which we are to withdraw amounts, we will make the withdrawal on a pro rata basis. We will determine the Cash Surrender Value as of the close of business after we receive your surrender request at our Home Office. The Cash Surrender Value may be more or less than the Purchase Payments you made. You may not make withdrawals during the annuity period. For amounts allocated to the Variable Funding Options, we may defer payment of any Cash Surrender Value for a period of up to five business days after the Written Request is received. For amounts allocated to the Fixed Account, we may defer payment of any Cash Surrender Value for a period up to six months. In either case, it is our intent to 26 pay as soon as possible. We cannot process requests for withdrawals that are not in good order. We will contact you if there is a deficiency causing a delay and will advise what is needed to act upon the withdrawal request. We may withhold payment of surrender, loan or withdrawal proceeds if any portion of those proceeds would be derived from a Contract Owner's check that has not yet cleared (i.e., that could still be dishonored by your banking institution). We may use telephone, fax, Internet or other means of communications to verify that payment from the Contract Owner's check has been or will be collected. We will not delay payment longer than necessary for us to verify that payment has been or will be collected. Contract Owners may avoid the possibility of delay in the disbursement of proceeds coming from a check that has not yet cleared by providing us with a certified check. If your Contract is issued as part of a 403(b) plan, there are restrictions on your ability to make withdrawals from your Contract. You may not withdraw contributions or earnings made to your Contract after December 31, 1988 unless you are (a) age 59 1/2, (b) no longer employed, (c) deceased, (d) disabled, or (e) experiencing a financial hardship. Even if you are experiencing a financial hardship, you may only withdraw contributions, not earnings. You should consult with your tax adviser before making a withdrawal from your Contract. SYSTEMATIC WITHDRAWALS Before the Maturity Date, you may choose to withdraw a specified dollar amount (at least $100) on a monthly, quarterly, semiannual or annual basis. We will deduct any applicable premium taxes and withdrawal charge. To elect systematic withdrawals, you must have a Contract Value of at least $15,000 and you must make the election on the form we provide. We will surrender Accumulation Units pro rata from all funding options in which you have an interest, unless you instruct us otherwise. You may begin or discontinue systematic withdrawals at any time by notifying us in writing, but you must give at least 30 days' notice to change any systematic withdrawal instructions that are currently in place. We reserve the right to discontinue offering systematic withdrawals or to assess a processing fee for this service upon 30 days' written notice to Contract Owners (where allowed by state law). There is currently no additional fee for electing systematic withdrawals. Each systematic withdrawal is subject to federal income taxes on the taxable portion and may be subject to Contract charges. In addition, a 10% federal penalty tax may be assessed on systematic withdrawals if the Contract Owner is under age 59 1/2. You should consult with your tax adviser regarding the tax consequences of systematic withdrawals. MANAGED DISTRIBUTION PROGRAM. Under the systematic withdrawal option, you may choose to participate in the Managed Distribution Program. At no cost to you, you may instruct us to calculate and make minimum distributions that may be required by the IRS upon reaching age 70 1/2. (See "Federal Tax Considerations.") These payments will not be subject to the withdrawal charge and will be in lieu of the free withdrawal allowance. No Dollar Cost Averaging will be permitted if you are participating in the Managed Distribution Program. LOANS Loans may be available under your Contract. Loans may only be taken against funds allocated or transferred to the Fixed Account. If available, all loan provisions are described in your Contract or loan agreement. OWNERSHIP PROVISIONS - -------------------------------------------------------------------------------- TYPES OF OWNERSHIP CONTRACT OWNER The Contract belongs to the Contract Owner named in the Contract (on the Contract Specifications page), or to any other person to whom you subsequently assign the Contract. You may only make an assignment of ownership or a collateral assignment for Non-qualified Contracts. You have sole power during the Annuitant's lifetime to exercise any rights and to receive all benefits given in the Contract provided you have not named an irrevocable beneficiary and provided you have not assigned the Contract. 27 You receive all payments while the Annuitant is alive unless you direct them to an alternate recipient. An alternate recipient does not become the Contract Owner. If this Contract is purchased by a beneficiary of another contract who directly transferred the death proceeds due under that contract, he/she will be granted the same rights the owner has under the Contract except that he/she cannot transfer ownership, take a loan or make additional Purchase Payments. Joint Owner. For Non-qualified Contracts only, you may name joint owners (e.g., spouses) in a Written Request before the Contract is in effect. Joint owners may independently exercise transfers allowed under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them. BENEFICIARY You name the beneficiary in a Written Request. The beneficiary has the right to receive any death benefit proceeds remaining under the Contract upon the death of the Annuitant or the Contract Owner. If more than one beneficiary survives the Annuitant or Contract Owner, they will share equally in benefits unless you recorded different shares with the Company by Written Request before the death of the Annuitant or Contract Owner. In the case of a non-spousal beneficiary or a spousal beneficiary who has not chosen to assume the Contract, we will not transfer or otherwise remove the death benefit proceeds from either the Variable Funding Options or the Fixed Account, as most recently elected by the Contract Owner, until the Death Report Date. Unless you have named an irrevocable beneficiary you have the right to change any beneficiary by Written Request during the lifetime of the Annuitant and while the Contract continues. ANNUITANT The Annuitant is designated in the Contract (on the Contract Specifications page), and is the individual on whose life the Maturity Date and the amount of the monthly Annuity Payments depend. You may not change the Annuitant after your Contract is in effect. Contingent Annuitant. You may name one individual as a Contingent Annuitant. A Contingent Annuitant may not be changed, deleted or added to the Contract after the Contract Date. If the Annuitant who is not the owner dies prior to the Maturity Date, and the Contingent Annuitant is still living: - the death benefit will not be payable upon the Annuitant's death - the Contingent Annuitant becomes the Annuitant - all other rights and benefits will continue in effect When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains the same as previously in effect. If the Annuitant is also the owner, a death benefit is paid to the beneficiary regardless of whether or not there is a Contingent Annuitant. DEATH BENEFIT - -------------------------------------------------------------------------------- Before the Maturity Date, generally, a death benefit is payable when either the Annuitant or a Contract Owner dies. We calculate the death benefit at the close of the business day on which our Home Office receives (1) Due Proof of Death and (2) written payment instructions or election of spousal or beneficiary contract continuance ("Death Report Date"). Any applicable premium tax, outstanding loans or withdrawals not previously deducted will be subtracted from any death benefit values. NOTE: If the owner dies before the Annuitant, the death benefit is recalculated, replacing all references to "Annuitant" with "owner." 28 DEATH PROCEEDS BEFORE THE MATURITY DATE
AGE ON CONTRACT DATE DEATH BENEFIT - ------------------------------------------------------------------------------------- If the Annuitant was younger than age 75 on the Contract Date, the death benefit will be the greatest of: - the Contract Value on the Death Report Date - the total Purchase Payments made under the Contract, less the total amount of any withdrawals or - the step-up value, if any, as described below. - ------------------------------------------------------------------------------------- If the Annuitant was between the age of 75 and 80 on the Contract Date, the death benefit will be the greater of: - the Contract Value on the Death Report Date or - total Purchase Payments made under the Contract less the total amount of any withdrawals - -------------------------------------------------------------------------------------
WHERE THE ANNUITANT WAS YOUNGER THAN AGE 75 ON THE CONTRACT DATE. The step-up value will initially equal the Contract Value on the first Contract Date. On each subsequent Contract Date anniversary that occurs before the Annuitant's 76th birthday and before the Annuitant's death, if the Contract Value is greater than the step-up value, the step-up value will be increased to equal the Contract Value on that date. If the step-up value is greater than the Contract Value, the step-up value will remain unchanged. Whenever a Purchase Payment is made, the step-up value will be increased by the amount of that Purchase Payment. Whenever a withdrawal is taken, the step-up value will be reduced by a partial surrender reduction as described below. The only changes made to the step-up value on or after the Annuitant's 76th birthday will be those related to additional Purchase Payments or partial withdrawals as described above. PARTIAL SURRENDER REDUCTION. If you make a withdrawal we will reduce the step-up value by a partial surrender reduction which equals (1) the step-up value prior to the withdrawal, multiplied by (2) the amount of the partial surrender, divided by (3) the Contract Value before the surrender. For example, assume your current Contract Value is $55,000. If your current step-up value is $50,000, and you decide to make a withdrawal of $10,000, we would reduce the step-up value as follows: 50,000 x (10,000/55,000) = $9,090 Your new step-up value would be 50,000-9,090, or $40,910. The following example shows what would happen in a declining market. Assume your current Contract Value is $30,000. If your current step-up value is $50,000, and you decide to make a partial withdrawal of $10,000, we would reduce the step-up value as follows: 50,000 x (10,000/30,000) = $16,666 Your new step-up value would be 50,000-16,666, or $33,334. ENHANCED STEPPED-UP PROVISION ("E.S.P.") THIS PROVISION IS NOT AVAILABLE TO A CUSTOMER WHEN EITHER THE ANNUITANT OR OWNER IS AGE 76 OR OLDER ON THE RIDER EFFECTIVE DATE. The rider effective date is the date the rider is attached to and made a part of the Contract. If you have selected the E.S.P., the total death benefit as of the Death Report Date will equal the death benefit described above plus the greater of zero or the following amount: IF THE ANNUITANT IS YOUNGER THAN AGE 70 ON THE RIDER EFFECTIVE DATE, 40% OF THE LESSER OF: (1) 250% of the modified Purchase Payments excluding Purchase Payments that are both received after the first rider effective date anniversary and within 12 months of the Death Report Date, or (2) your Contract Value minus the modified Purchase Payments, calculated as of the Death Report Date; or 29 IF THE ANNUITANT IS BETWEEN THE AGES OF 70 AND 75 ON THE RIDER EFFECTIVE DATE, 25% OF THE LESSER OF: (1) 250% of the modified Purchase Payments excluding Purchase Payments that are both received after the first rider effective date anniversary and within 12 months of the Death Report Date, or (2) your Contract Value minus the modified Purchase Payments, calculated as of the Death Report Date. THE INITIAL MODIFIED PURCHASE PAYMENT is equal to the Contract Value as of the rider effective date. Whenever a Purchase Payment is made after the rider effective date, the modified Purchase Payment(s) are increased by the amount of the Purchase Payment. Whenever a partial surrender is taken after the rider effective date, the modified Purchase Payment(s) are reduced by a partial surrender reduction as described below. THE PARTIAL SURRENDER REDUCTION IS EQUAL TO: (1) the modified Purchase Payment(s) in effect immediately prior to the reduction for the partial surrender, multiplied by (2) the amount of the partial surrender divided by (3) the Contract Value immediately prior to the partial surrender. For example, assume your current modified Purchase Payment is $50,000 and that your current Contract Value is $55,000. You decide to make a withdrawal of $10,000. We would reduce the modified Purchase Payment as follows: 50,000 x (10,000/55,000) = $9,090 Your new modified Purchase Payment would be $50,000-$9,090 = $40,910 The following example shows what would happen in a declining market. Assume your current Contract Value is $30,000. If your current modified Purchase Payment is $50,000 and you decide to make a withdrawal of $10,000, we would reduce the modified Purchase Payment as follows: 50,000 x (10,000/30,000) = $16,666 Your new modified Purchase Payment would be 50,000-16,666 = $33,334 PAYMENT OF PROCEEDS We describe the process of paying death benefit proceeds before the Maturity Date in the charts below. The charts do not encompass every situation and are merely intended as a general guide. More detailed information is provided in your Contract. Generally, the person(s) receiving the benefit may request that the proceeds be paid in a lump sum, or be applied to one of the settlement options available under the Contract. NON-QUALIFIED CONTRACTS
- -------------------------------------------------------------------------------------------------------------- MANDATORY BEFORE THE MATURITY DATE, THE COMPANY WILL PAYOUT RULES UPON THE DEATH OF THE PAY THE PROCEEDS TO: UNLESS... APPLY* - -------------------------------------------------------------------------------------------------------------- OWNER (WHO IS NOT THE The beneficiary (ies), or if The beneficiary elects to Yes ANNUITANT) (WITH NO JOINT none, to the Contract continue the Contract rather OWNER) Owner's estate. than receive a lump sum distribution. - -------------------------------------------------------------------------------------------------------------- OWNER (WHO IS THE ANNUITANT) The beneficiary (ies), or if The beneficiary elects to Yes (WITH NO JOINT OWNER) none, to the Contract continue the Contract rather Owner's estate. than receive a lump sum distribution. - -------------------------------------------------------------------------------------------------------------- NON-SPOUSAL JOINT OWNER (WHO The surviving joint owner. Yes IS NOT THE ANNUITANT) - -------------------------------------------------------------------------------------------------------------- NON-SPOUSAL JOINT OWNER (WHO The beneficiary (ies), or, The beneficiary elects to Yes IS THE ANNUITANT) if none, to the Contract continue the Contract rather Owner's estate. than receive a lump sum distribution. - -------------------------------------------------------------------------------------------------------------- SPOUSAL JOINT OWNER (WHO IS The surviving joint owner. The spouse elects to Yes NOT THE ANNUITANT) continue the Contract. - --------------------------------------------------------------------------------------------------------------
30
- -------------------------------------------------------------------------------------------------------------- MANDATORY BEFORE THE MATURITY DATE, THE COMPANY WILL PAYOUT RULES UPON THE DEATH OF THE PAY THE PROCEEDS TO: UNLESS... APPLY* - -------------------------------------------------------------------------------------------------------------- SPOUSAL JOINT OWNER (WHO IS THE ANNUITANT) The beneficiary (ies), or, The spouse elects to Yes if none, to the surviving continue the Contract. joint owner. A spouse who is not the beneficiary may decline to continue the Contract and instruct the Company to pay the beneficiary. - -------------------------------------------------------------------------------------------------------------- ANNUITANT (WHO IS NOT THE The beneficiary (ies), or if The beneficiary elects to Yes CONTRACT OWNER) none, to the Contract Owner. continue the Contract rather than receive a lump sum distribution. But, if there is a Contingent Annuitant, then the Contingent Annuitant becomes the Annuitant and the Contract continues in effect (generally using the original Maturity Date). The proceeds will then be paid upon the death of the Contingent Annuitant or owner. - -------------------------------------------------------------------------------------------------------------- ANNUITANT (WHO IS THE See death of "owner who is Yes CONTRACT OWNER) the Annuitant" above. - -------------------------------------------------------------------------------------------------------------- ANNUITANT (WHERE OWNER IS A The beneficiary (ies), or if Yes (Death of NON-NATURAL ENTITY/TRUST) none, to the owner. Annuitant is treated as death of the owner in these circumstances.) - -------------------------------------------------------------------------------------------------------------- CONTINGENT ANNUITANT No death proceeds are N/A (ASSUMING ANNUITANT IS STILL payable; Contract continues. ALIVE) - -------------------------------------------------------------------------------------------------------------- BENEFICIARY No death proceeds are N/A payable; Contract continues. - -------------------------------------------------------------------------------------------------------------- CONTINGENT BENEFICIARY No death proceeds are N/A payable; Contract continues. - --------------------------------------------------------------------------------------------------------------
31 QUALIFIED CONTRACTS
- -------------------------------------------------------------------------------------------------------------- MANDATORY PAYOUT BEFORE THE MATURITY DATE, THE COMPANY WILL RULES APPLY (SEE UPON THE DEATH OF THE PAY THE PROCEEDS TO: UNLESS... ABOVE) - -------------------------------------------------------------------------------------------------------------- OWNER/ANNUITANT The beneficiary (ies), or if The beneficiary elects to Yes none, to the Contract continue the Contract rather Owner's estate. than receive a lump sum distribution. - -------------------------------------------------------------------------------------------------------------- BENEFICIARY No death proceeds are N/A payable; Contract continues. - -------------------------------------------------------------------------------------------------------------- CONTINGENT BENEFICIARY No death proceeds are N/A payable; Contract continues. - --------------------------------------------------------------------------------------------------------------
* Certain payout rules of the Code are triggered upon the death of any Owner. Non-spousal beneficiaries (as well as spousal beneficiaries who choose not to assume the Contract) must begin taking distributions based on the beneficiary's life expectancy within one year of death or take a complete distribution of Contract proceeds within 5 years of death. Spousal Beneficiaries must choose to continue the Contract as allowed under the Spousal Contract Continuance provision described below within one year of death. For Qualified Contracts, if mandatory distributions have already begun at the death of the Annuitant, the 5-year payout option is not available. SPOUSAL CONTRACT CONTINUANCE (SUBJECT TO AVAILABILITY -- DOES NOT APPLY IF A NON-SPOUSE IS A JOINT OWNER) Within one year of your death, if your spouse is named as an owner and/or beneficiary, and you die before the Maturity Date, your spouse may elect to continue the Contract as owner rather than have the death benefit paid to the beneficiary. If you were the Annuitant and your spouse elects to continue the Contract, your spouse will be named the Annuitant as of the Death Report Date. If your spouse elects to continue the Contract as Contract Owner, the death benefit will be calculated as of the Death Report Date. If the Contract Value is less than the calculated death benefit, the Contract Value will be increased to equal the death benefit. This amount is referred to as the adjusted Contract Value. Any difference between the Contract Value and the adjusted Contract Value will be allocated to the funding options in the same proportion as the allocations of the Contract prior to the Death Report Date. The terms and conditions that applied to the original Contract (including Contract fees and charges) will also apply to the continued Contract, with certain exceptions described in the Contract. Any Purchase Payment made before the Death Report Date is no longer subject to a withdrawal charge if your spouse elects to continue the Contract. Purchase Payments made to the Contract after the Death Report Date will be subject to the withdrawal charge. All other benefits and features of your Contract will be based on your spouse's age on the Death Report Date as if your spouse had purchased the Contract with the adjusted Contract Value on the Death Report Date. This spousal contract continuance is available only once for each Contract. For purposes of the death benefit on the continued Contract, the death benefit will be calculated the same as prior to continuance except all values used to calculate the death benefit, which may include a Step-Up Value or Roll-Up Death Benefit Value (depending on the optional benefit), are reset on the date the spouse continues the contract. Spousal continuation will not satisfy required minimum distribution rules for Qualified Contracts other than IRAs. In addition, because the contract proceeds must be distributed within the time periods required by the federal Internal Revenue Code, the right of a spouse to continue the contract, and all contract provisions relating to spousal continuation, are available only to a person who is defined as a "spouse" under the federal Defense of Marriage Act, or any other applicable federal law. Please consult a tax advisor before electing this option. BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL BENEFICIARIES) If you die before the Maturity Date, and if the value of any beneficiary's portion of the death benefit is between $20,000 and $1,000,000 as of the Death Report Date, (more than $1,000,000 is subject to Home Office approval), your beneficiary(ies) may elect to continue his/her portion of the Contract subject to applicable Internal Revenue Code distribution requirements, rather than receive the death benefit in a lump sum. If the beneficiary chooses to 32 continue the Contract, the beneficiary can extend the payout phase of the Contract enabling the beneficiary to "stretch" the death benefit distributions out over his life expectancy as permitted by the Internal Revenue Code. If your beneficiary elects to continue the Contract, the death benefit will be calculated as of the Death Report Date. The initial Contract Value of the continued Contract (the "adjusted Contract Value") will equal the greater of the Contract Value or the death benefit calculated on the Death Report Date and will be allocated to the funding options in the same proportion as prior to the Death Report Date. If the adjusted Contract Value is allocated to the Variable Funding Options, the beneficiary bears the investment risk. The beneficiary who continues the Contract will be granted the same rights as the owner under the original Contract, except the beneficiary cannot: - transfer ownership - take a loan - make additional Purchase Payments The beneficiary may also name his/her own beneficiary ("succeeding beneficiary") and has the right to take withdrawals at any time after the Death Report Date without a withdrawal charge. The E.S.P. option is not available to a beneficiary continuing the Contract under this provision. All other fees and charges applicable to the original Contract will also apply to the continued Contract; the E.S.P. charge no longer applies. All benefits and features of the continued Contract will be based on the beneficiary's age on the Death Report Date as if the beneficiary had purchased the Contract with the adjusted Contract Value on the Death Report Date. PLANNED DEATH BENEFIT You may request that rather than receive a lump-sum death benefit, the beneficiary(ies) receive all or a portion of the death benefit proceeds either: - as a variable or fixed annuity for life or a period that does not exceed the beneficiary's life expectancy, or - under the terms of the Beneficiary Continuance provision described above. If the Beneficiary Continuance provision is selected as a planned death benefit, no surrenders will be allowed other than payments meant to satisfy minimum distribution amounts or systematic withdrawal amounts, if greater. You must make the planned death benefit request as well as any revocation of this request in writing. Upon your death, your beneficiary(ies) cannot revoke or modify this request. If the death benefit at the time we receive Due Proof of Death is less than $2,000, we will only pay a lump sum to the beneficiary. If periodic payments due under the planned death benefit election are less than $100, we reserve the right to make Annuity Payments at less frequent intervals, resulting in a payment of at least $100 per year. If no beneficiary is alive when death benefits become payable, we will pay the death benefit as provided in your Contract. DEATH PROCEEDS AFTER THE MATURITY DATE If any Contract Owner or the Annuitant dies on or after the Maturity Date, the Company will pay the beneficiary a death benefit consisting of any benefit remaining under the annuity option then in effect. 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 payout 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 a minimum number of payments assured; (c) for the joint lifetime of 33 the Annuitant and another person, and thereafter during the lifetime of the survivor; or (d) for a fixed period. We may require proof that the Annuitant is alive before we make Annuity Payments. Not all options may be available in all states. Please be aware that once the Contract is annuitized, you are ineligible to receive the death benefit you have selected. You may choose to annuitize at any time after the first Contract Date anniversary. Unless you elect otherwise, the Maturity Date will be the Annuitant's 90(th) 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 Annuitant's 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 Owner's attainment of age 70 1/2 or year of retirement; or the death of the Contract Owner. 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 Cash Surrender 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. (See "Transfers.") VARIABLE ANNUITY You may choose an annuity payout that fluctuates depending on the investment experience of the Variable Funding Options. We determine the number of Annuity Units credited to the Contract by dividing the first monthly Annuity Payment attributable to each Variable Funding Option by the corresponding Accumulation Unit value as of 14 days before the date Annuity Payments begin. We use an Annuity Unit to measure the dollar value of an Annuity Payment. The number of Annuity Units (but not their value) remains fixed during the annuity period. DETERMINATION OF FIRST ANNUITY PAYMENT. Your Contract contains the tables we use to determine your first monthly Annuity Payment. If you elect a variable annuity, the amount we apply to it will be the Cash Surrender Value as of 14 days before the date Annuity Payments begin, less any applicable premium taxes not previously deducted. The amount of your first monthly payment depends on the annuity option you elected and the Annuitant's adjusted age. Your Contract contains the formula for determining the adjusted age. We determine the total first monthly Annuity Payment by multiplying the benefit per $1,000 of value shown in the Contract tables by the number of thousands of dollars of Contract Value you apply to that annuity option. The Contract tables factor in an assumed daily net investment factor of 3.0%. We call this your net investment rate. Your net investment rate of 3% corresponds to an annual interest rate of 3%. This means that if the annualized investment performance, after expenses, of your Variable Funding Options is less than 3%, then the dollar amount of your variable Annuity Payments will decrease. However, if the annualized investment performance, after expenses, of your Variable Funding Options is greater than 3%, then the dollar amount of your variable Annuity Payments will increase. DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of all subsequent Annuity Payments changes from month to month based on the investment experience, as described above, of the applicable funding options. The total amount of each Annuity Payment will equal the sum of the basic payments in each funding option. We determine the actual amounts of these payments by multiplying the number of Annuity Units we credited to each funding option by the corresponding Annuity Unit value as of the date 14 days before the date the payment is due. FIXED ANNUITY You may choose a fixed annuity that provides payments that do not vary during the annuity period. We will calculate the dollar amount of the first fixed Annuity Payment as described under "Variable Annuity," except that the amount 34 we apply to begin the annuity will be your Cash Surrender Value as of the date Annuity Payments begin. Payout rates will not be lower than that shown in the Contract. If it would produce a larger payment, the first fixed Annuity Payment will be determined using the Annuity Tables in effect on the Maturity Date. 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 Annuitant's 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 monthly payments assured). 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. (See "Annuity Options.") 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, the Company reserves 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. Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments during the lifetime of the Annuitant ending with the last payment before death. This option offers the maximum periodic payment, since there is no assurance of a minimum number of payments or provision for a death benefit for beneficiaries. Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The Company will make monthly Annuity Payments during the lifetime of the Annuitant, with the agreement that if, at the death of that person, payments have been made for less than 120, 180 or 240 months, as elected, we will continue making payments to the beneficiary during the remainder of the period. Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will make regular 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. 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. You will designate one as primary payee, and the other will be designated as secondary payee. On the death of the secondary 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, the Company will continue to make Annuity Payments to the secondary payee in an amount equal to 50% of the payments, which would have been made during the lifetime of the primary payee. No further payments will be made once both payees have died. Option 5 -- Payments for a Fixed Period without Life Contingency. We will make periodic payments for the period selected. This option may not satisfy the minimum required distribution rules for Qualified Contracts. Consult a tax adviser before electing this option. 35 Option 6 -- Other Annuity Options. We will make any other arrangements for Annuity Payments as may be mutually agreed upon. VARIABLE LIQUIDITY BENEFIT This benefit is only offered with the annuity option "Payments for a Fixed Period without Life Contingency." At any time after annuitization and before death, the Contract Owner may surrender and receive a payment equal to (A) minus (B), where (A) equals the present value of remaining certain payments, and (B) equals a withdrawal charge not to exceed the maximum withdrawal charge rate shown on the specifications page of the Contract multiplied by (A). The interest rate used to calculate the present value is a rate 1% higher than the Assumed (Daily) Net Investment Factor used to calculate the Annuity Payments. The remaining period certain payments are assumed to be level payments equal to the most recent period certain payment prior to the request for this liquidity benefit. A withdrawal charge is not imposed if the surrender is made after the expiration of the withdrawal charge period shown on the specifications page of the Contract. MISCELLANEOUS CONTRACT PROVISIONS - -------------------------------------------------------------------------------- RIGHT TO RETURN You may return the Contract for a full refund of the Contract Value plus any Contract charges and premium taxes you paid (but not any fees and charges the Underlying Fund assessed) within twenty days after you receive it (the "right to return period"). You bear the investment risk of investing in the Variable Funding Options during the right to return period; therefore, the Contract Value we return may be greater or less than your Purchase Payment. If you purchase the Contract as an Individual Retirement Annuity, and return it within the first seven days after delivery, or longer if your state law permits, we will refund your Purchase Payment in full; during the remainder of the right to return period, we will refund the Contract Value (including charges). We will determine the Contract Value following the close of the business day on which we receive your Contract and a Written Request for a refund. Where state law requires a different period, or the return of Purchase Payments or other variations of this provision, we will comply. Refer to your Contract for any state-specific information. TERMINATION We reserve the right to terminate the Contract on any business day if your Contract Value as of that date is less than $2,000 and you have not made Purchase Payments for at least two years, unless otherwise specified by state law. Accordingly, no Contract will be terminated due solely to negative investment performance. Termination will not occur until 31 days after we have mailed notice of termination to your last known address and to any assignee of record. If we terminate the Contract, we will pay you the Cash Surrender Value less any applicable taxes. In certain states, we may be required to pay you the Contract Value. Federal tax law may impose additional restrictions on our right to terminate your traditional IRA, Roth IRA or other Qualified Contract. REQUIRED REPORTS As often as required by law, but at least once in each Contract Year before the due date of the first Annuity Payment, we will furnish a report showing the number of Accumulation Units credited to the Contract and the corresponding Accumulation Unit value(s) as of the report date for each funding option to which the Contract Owner has allocated amounts during the applicable period. The Company will keep all records required under federal and state laws. SUSPENSION OF PAYMENTS The Company reserves the right to suspend or postpone the date of any payment or determination of values on any business day (1) when the New York Stock Exchange ("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3) when an emergency exists, as determined by the SEC, so that the sale of securities held in the Separate 36 Account may not reasonably occur, or so that the Company may not reasonably determine the value the Separate Account's net assets; or (4) during any other period when the SEC, by order, so permits for the protection of security holders. At any time, payments from the Fixed Account may be delayed up to 6 months. THE SEPARATE ACCOUNTS - -------------------------------------------------------------------------------- The Company sponsors Separate Account PF and Separate Account PF II. When we refer to the Separate Account, we are referring to Separate Account PF, except where the Contract was originally issued by MLACC, in which case, we are referring to Separate Account PF II. (See "The Insurance Company" .) Both Separate Account PF and Separate Account PF II were established on July 30, 1997 and are registered with the SEC as unit investment trusts under the Investment Company Act of 1940, as amended. We will invest Separate Account assets attributable to the Contracts exclusively in the shares of the Variable Funding Options. We anticipate merging Separate Account PF and Separate Account PF II with and into another separate account of the Company (the MetLife of CT Separate Account Eleven for Variable Annuities) during the fourth quarter of 2008 at the earliest, subject to regulatory approval. This merger will have no effect on the provisions of, and the rights and obligations under, the Contract. Similarly, the merger will not have any adverse impact on your Contract Value or any tax consequences for you. We hold the assets of the Separate Account for the exclusive and separate benefit of the owners of each Separate Account, according to the laws of Connecticut. Income, gains and losses, whether or not realized, from assets allocated to the Separate Account are, in accordance with the Contracts, credited to or charged against the Separate Account without regard to other income, gains and losses of the Company. The assets held by the Separate Account are not chargeable with liabilities arising out of any other business that we may conduct. Obligations under the Contract are obligations of the Company. Any obligations that exceed the assets in the Separate Account are payable by the Company's general account. The amount of the guaranteed death benefit that exceeds the Contract Value is paid from the Company's general account. Benefit amounts paid from the general account are subject to the financial strength and claims-paying ability of the Company. All investment income and other distributions of the funding options are payable to the Separate Account. We reinvest all such income and/or distributions in shares of the respective funding option at net asset value. Shares of the funding options are currently sold only to life insurance company separate accounts to fund variable annuity and variable life insurance contracts. Certain variable annuity separate accounts and variable life insurance separate accounts may invest in the funding options simultaneously (called "mixed" and "shared" funding). It is conceivable that in the future it may be disadvantageous to do so. Although the Company and the Variable Funding Options do not currently foresee any such disadvantages either to variable annuity contract owners or variable life policy owners, each Underlying Fund's Board of Directors intends to monitor events in order to identify any material conflicts between them and to determine what action, if any, should be taken. If a Board of Directors was to conclude that separate funds should be established for variable life and variable annuity separate accounts, the variable annuity contract owners would not bear any of the related expenses, but variable annuity contract owners and variable life insurance policy owners would no longer have the economies of scale resulting from a larger combined fund. We reserve the right to transfer assets of the Separate Account to another separate account, and/or to modify the structure or operation of the Separate Account, subject to the necessary regulatory approvals. If we do so, we guarantee that the modification will not affect your Contract Value. PERFORMANCE INFORMATION In advertisements for the Contract, we may include performance figures to show you how a Variable Funding Option has performed in the past. These figures are rates of return or yield quotations shown as a percent. These figures show past performance of a Variable Funding Option and are not an indication of how a Variable Funding Option will perform in the future. Our advertisements may show performance figures assuming that you do not elect any optional features such as the E.S.P. However, if you elect any of these optional features, they involve additional charges that will serve to decrease 37 the performance of your Variable Funding Options. You may wish to speak with your registered representative to obtain performance information specific to the optional features you may wish to select. Performance figures for each Variable Funding Option are based in part on the performance of a corresponding Underlying Fund. In some cases, the Underlying Fund may have existed before the technical inception of the corresponding Variable Funding Option. In those cases, we can create "hypothetical historical performance" of a Variable Funding Option. These figures show the performance that the Variable Funding Option would have achieved had it been available during the entire history of the Underlying Fund. In a low interest rate environment, yields for money market Subaccounts, after deduction of the Mortality and Expense Risk Charge, Administrative Expense Charge and the charge for any optional benefit riders (if applicable), may be negative even though the Underlying Fund's yield, before deducting for such charges, is positive. If you allocate a portion of your Contract Value to a money market Subaccount or participate in an asset allocation program where Contract Value is allocated to a money market Subaccount under the applicable asset allocation model, that portion of your Contract Value may decrease in value. FEDERAL TAX CONSIDERATIONS - -------------------------------------------------------------------------------- The following general discussion of the federal income tax consequences related to your investment in this Contract is not intended to cover all situations, and is not meant to provide tax or legal advice. Because of the complexity of the law and the fact that the tax results will vary depending on many factors, you should consult your tax and/or legal adviser regarding the tax implications of purchasing this Contract based upon your individual situation. For further tax information, an additional discussion of certain tax matters is contained in the SAI. You are responsible for determining whether your purchase of a Contract, withdrawals, income payments and any other transaction under your Contract satisfy applicable tax law. We are not responsible for determining if your employer's plan or arrangement satisfies the requirements of the Code and/or the Employee Retirement Income Security Act of 1974 (ERISA). GENERAL TAXATION OF ANNUITIES Congress has recognized the value of saving for retirement by providing certain tax benefits, in the form of tax deferral, for premiums paid under an annuity and permitting tax-free transfers between the various investment options offered under the Contract. The Internal Revenue Code ("Code") governs how earnings on your investment in the Contract are ultimately taxed, depending upon the type of contract, qualified or non-qualified, and the manner in which the money is distributed, as briefly described below. In analyzing the benefits of tax deferral it is important to note that the Jobs and Growth Tax Relief Reconciliation Act of 2003 amended Code Section 1 to reduce the marginal tax rates on long-term capital gains and dividends to 5% and 15%. The reduced rates apply during 2003 through 2008, and thereafter will increase to prior levels. Under current federal tax law, the taxable portion of distributions under variable annuity contracts and qualified plans (including IRAs) is not eligible for the reduced tax rate applicable to long-term capital gains and dividends. Earnings under annuity contracts, like interest payable on fixed investments (notes, bonds, etc.), continue to be taxed as ordinary income (top rate of 35%). The tax law provides deferred annuities issued after October 21, 1988 by the same insurance company or an affiliate in the same calendar year to the same owner are combined for tax purposes. As a result, a greater portion of your withdrawals may be considered taxable income than you would otherwise expect. Although the law is not clear, the aggregation rule may also adversely affect the tax treatment of payments received under an income annuity where the owner has purchased more than one non-qualified annuity during the same calendar year from the same or an affiliated company after October 21, 1988, and is not receiving income payments from all annuities at the same time. Please consult your own tax advisor. STATE AND LOCAL TAXES. The rules for state and local income taxes may differ from the federal income tax rules. Purchasers and prospective purchasers of the Contract should consult their own tax advisers and the law of the applicable taxing jurisdiction to determine what rules and tax benefits apply to the Contract. PENALTY TAX FOR PREMATURE DISTRIBUTIONS. For both Qualified and Non-qualified Contracts, taxable distributions taken before the Contract Owner has reached the age of 59 1/2 will be subject to a 10% additional tax penalty unless the distribution is taken in a series of periodic distributions, for life or life expectancy, or unless the distribution follows 38 the death or disability of the Contract Owner. Other exceptions may be available in certain qualified plans. The 10% tax penalty is in addition to any other penalties that may apply under your Contract and the normal income taxes due on the distribution. TAX-FREE EXCHANGES. Code Section 1035 provides that, if certain conditions are met, no gain or loss is recognized when an annuity contract is received in exchange for a life insurance policy, endowment, or annuity contract. Since different annuity contracts have different expenses, fees and benefits, a tax- free exchange could result in your investment becoming subject to higher or lower fees and/or expenses. FEDERAL ESTATE TAXES. While no attempt is being made to discuss the federal estate tax implications of the Contract, you should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent's gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning adviser for more information. GENERATION-SKIPPING TRANSFER TAX. Under certain circumstances, the Code may impose a "generation-skipping transfer tax" when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Contract Owner. Regulations issued under the Code may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS. TYPES OF CONTRACTS: QUALIFIED AND NON-QUALIFIED QUALIFIED ANNUITY CONTRACTS If you purchase your Contract with proceeds of an eligible rollover distribution from any qualified employee pension plan or retirement savings plan or individual retirement annuity (IRA), your Contract is referred to as a Qualified Contract. Some examples of Qualified Contracts are: IRAs (including Roth IRAs), tax-sheltered annuities established by public school systems or certain tax- exempt organizations under Code Section 403(b), corporate sponsored pension, retirement savings, and profit-sharing plans (including 401(k) plans), Keogh Plans (for self-employed individuals), and certain other qualified deferred compensation plans. Another type of Qualified Contract is a Roth IRA, under which after-tax contributions accumulate until maturity, when amounts (including earnings) may be withdrawn tax-free. The rights and benefits under a Qualified Contract may be limited by the terms of the retirement plan, regardless of the terms and conditions of the Contract. Plan participants making contributions to Qualified Contracts will be subject to the required minimum distribution rules as provided by the Code and described below. All qualified plans (including IRAs) receive tax-deferral under the Code. Although there are no additional tax benefits to funding your qualified plan or IRA with an annuity, it does offer you additional insurance benefits, such as the availability of a guaranteed income for life. The Contract has not been submitted to the IRS for approval as to form as a valid IRA. Such approval would not constitute an IRS approval or endorsement of any funding options under the contract. IRS approval as to form is not required to constitute a valid IRA. Disqualification of the Contract as an IRA could result in the immediate taxation of amounts held in the Contract and other adverse tax consequences. TAXATION OF QUALIFIED ANNUITY CONTRACTS Under a qualified annuity, since amounts paid into the Contract generally have not yet been taxed, the full amount of any distributions (including the amount attributable to Purchase Payments), whether paid in the form of lump sum withdrawals or Annuity Payments, are generally taxed at ordinary income tax rates unless the distribution is transferred to an eligible rollover account or contract. There are special rules which govern the taxation of Qualified Contracts, including withdrawal restrictions, requirements for mandatory distributions, and contribution limits. Amounts rolled over to the Contract from other qualified funding vehicles generally are not subject to current taxation. 39 MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS Federal tax law requires that minimum annual distributions begin by April 1st of the calendar year following the calendar year in which an IRA owner attains age 70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum distributions until the later of April 1st of the calendar year following the calendar year in which they attain age 70 1/2 or the year of retirement (except for participants who are 5% or more owners of the plan sponsor). If you own more than one individual retirement annuity and/or account, you may satisfy the minimum distribution rules on an aggregate basis (i.e. determine the total amount of required distributions from all IRAs and take the required amount from any one or more IRAs). A similar aggregate approach is available to meet your 403(b) minimum distribution requirements if you have multiple 403(b) annuities. Recently promulgated Treasury regulations changed the distribution requirements; therefore, it is important that you consult your tax adviser as to the impact of these regulations on your personal situation. Final income tax regulations regarding minimum distribution requirements were released in June 2004. These regulations affect both deferred and income annuities. Under these new rules, effective with respect to minimum distributions required for the 2006 distribution year, in general, the value of all benefits under a deferred annuity (including death benefits in excess of cash value, including the Enhanced Stepped-Up Provision, as well as all living benefits such as GMAB and GMWB , if available in your contract) must be added to the Contract Value in computing the amount required to be distributed over the applicable period. We will provide you with additional information as to the amount of your interest in the Contract that is subject to required minimum distributions under this new rule and either compute the required amount for you or offer to do so at your request. The new rules are not entirely clear and you should consult your personal tax advisor as to how these rules affect your Contract. MINIMUM DISTRIBUTIONS FOR BENEFICIARIES UPON THE CONTRACT OWNER'S DEATH: Upon the death of the Contract Owner and/or Annuitant of a Qualified Contract, the funds remaining in the Contract must be completely withdrawn within five years from the date of death or minimum distributions may be taken over the life expectancy of the individual beneficiaries (or in the case of certain trusts that are contract beneficiaries, over the life expectancy of the individuals who are the beneficiaries of the trust), provided such distributions are payable at least annually and begin within one year from the date of death. Special rules apply where the beneficiary is the surviving spouse, which allow the spouse to assume the Contract and defer the minimum distribution requirements. NOTE TO PARTICIPANTS IN QUALIFIED PLANS INCLUDING 401, 403(B), 408 OR 457, INCLUDING IRA OWNERS: While annual plan contribution limits may be increased from time to time by Congress and the IRS for federal income tax purposes, these limits must be adopted by each state for any higher limits to be effective at a state income tax level. In other words, the permissible contribution limits for federal and state income tax purposes may be different. Therefore, in certain states, a portion of the contributions may not be excludible or deductible from state income taxes. Please consult your employer or tax adviser regarding this issue. INDIVIDUAL RETIREMENT ANNUITIES To the extent of earned income for the year and not exceeding the applicable limit for the taxable year, an individual may make contributions, which in some cases may be deductible, to an individual retirement annuity (IRA). The applicable limit is $4,000 in 2007 and $5,000 in 2008, and it may be indexed for inflation in years after 2008. Additional "catch-up contributions" may be made to an IRA by individuals age 50 or over. There are certain limits on the deductible amount based on the adjusted gross income of the individual and spouse and on their participation in a retirement plan. If an individual is married and the spouse is not employed, the individual may establish IRAs for the individual and spouse. Purchase Payments may then be made annually into IRAs for both spouses in the maximum amount of 100% of earned income up to a combined limit based on the individual limits outlined above. Deductible contributions to an IRA and Roth IRA for the year must be aggregated for purposes of the individual Code Section 408A limits and the Code Section 219 limits (age 50+catch-up). Partial or full distributions are treated as ordinary income, except that amounts contributed after 1986 on a non-deductible basis are not includable in income when distributed. An additional tax of 10% will apply to any taxable distribution from the IRA that is received by the participant before the age of 59 1/2 except by reason of death, disability or as part of a series of payments for life or life expectancy. Distributions must commence by April 1st of the calendar year after the close of the calendar year in which the individual attains the age of 70 1/2. Certain other 40 mandatory distribution rules apply on the death of the individual. The individual must maintain personal and tax return records of any non-deductible contributions and distributions. Section 408 (k) of the Code provides for the purchase of a Simplified Employee Pension (SEP) plan. A SEP is funded through an IRA and can accept an annual employer contribution limited to the lesser of $46,000 or 100% of pay for each participant in 2008. ROTH IRAS Effective January 1, 1998, Section 408A of the Code permits certain individuals to contribute to a Roth IRA. Eligibility to make contributions is based upon income, and the applicable limits vary based on marital status and/or whether the contribution is a rollover contribution from another IRA or an annual contribution. Contributions to a Roth IRA, which are subject to certain limitations, (similar to the annual limits for traditional IRAs), are not deductible and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. A conversion of "traditional" IRA to a Roth IRA may be subject to tax and other special rules apply. You should consult a tax adviser before combining any converted amounts with other Roth IRA contributions, including any other conversion amounts from other tax years. Qualified distributions from a Roth IRA are tax-free. A qualified distribution requires that the Roth IRA has been held for at least 5 years, and the distribution is made after age 59 1/2, on death or disability of the owner, or for a limited amount ($10,000) for a qualified first time home purchase for the owner or certain relatives. Income tax and a 10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2) during five taxable years starting with the year in which the first contribution is made to the Roth IRA. TSAS (ERISA AND NON-ERISA) GENERAL. TSAs fall under sec.403(b) of the Code, which provides certain tax benefits to eligible employees of public school systems and organizations that are tax exempt under sec.501(c)(3) of the Code. In general contributions to sec.403(b) arrangements are subject to limitations under sec.415(c) of the Code (the lesser of 100% of includable compensation or the applicable limit for the year). Recently, the IRS announced new regulations affecting sec.403(b) plans and arrangements. As part of these regulations, employers will need to meet certain requirements in order for their employees' annuity contracts that fund these programs to retain a tax deferred status under sec.403(b). These regulations are generally effective January 1, 2009. Prior to the new rules, transfers of one annuity contract to another would not result in a loss of tax deferred status under sec.403(b) under certain conditions (so-called "90-24 transfers"). The new regulations have the following effect regarding transfers: (1) a newly issued contract funded by a transfer which is completed after September 24, 2007, is subject to the employer requirements referred to above; (2) additional purchase payments made after September 24, 2007, to a contract that was funded by a 90-24 transfer on or before September 24, 2007, may subject the contract to this new employer requirement. If your Contract was issued previously in a 90-24 transfer completed on or before September 24, 2007, we urge you to consult with your tax advisor prior to making additional purchase payments (if permitted). WITHDRAWALS AND INCOME PAYMENTS. If you are under 59 1/2, you cannot withdraw money from your TSA Contract unless the withdrawal: - Relates to Purchase Payments made prior to 1989 (and pre-1989 earnings on those Purchase Payments); - Is directly transferred to another permissible investment under sec.403(b) arrangements; - Relates to amounts that are not salary reduction elective deferrals; - Occurs after you die, leave your job or become disabled (as defined by the Code); or - Is for financial hardship (but only to the extent of Purchase Payments) if your plan allows it. DESIGNATED ROTH ACCOUNT FOR 403(B) PLANS. Effective January 1, 2006, employers that established and maintain a TSA/403(b) plan ("the Plan") may also establish a Qualified Roth Contribution Program under Section 402A of the 41 Code ("Designated Roth Accounts") to accept after-tax contributions as part of the TSA plan. In accordance with our administrative procedures, we may permit these contributions to be made as purchase payments to a Section 403(b) Contract under the following conditions: (1) The employer maintaining the plan has demonstrated to our satisfaction that Designated Roth Accounts are permitted under the Plan. (2) In accordance with our administrative procedures, the amount of elective deferrals has been irrevocably designated as an after-tax contribution to the Designated Roth Account. (3) All state regulatory approvals have been obtained to permit the Contract to accept such after-tax elective deferral contributions (and, where permitted under the Qualified Roth Contribution Program and the Contract, rollovers and trustee-to-trustee transfers from other Designated Roth Accounts). (4) In accordance with our procedures and in a form satisfactory to us, we may accept rollovers from other funding vehicles under any Qualified Roth Contribution Program of the same type in which the employee participates as well as trustee-to-trustee transfers from other funding vehicles under the same Qualified Roth Contribution Program for which the participant is making elective deferral contributions to the Contract. (5) No other contribution types (including employer contributions, matching contributions, etc.) will be allowed as designated Roth contributions, unless they become permitted under the Code. (6) If permitted under the federal tax law, we may permit both pre-tax contributions under a 403(b) plan as well as after-tax contributions under the Plan's Qualified Roth Contribution Program to be made under the same Contract as well as rollover contributions and contributions by trustee-to-trustee transfers. In such cases, we will account separately for the designated Roth contributions and the earnings thereon from the contributions and earnings made under the pre-tax TSA plan (whether made as elective deferrals, rollover contributions or trustee-to-trustee transfers). As between the pre-tax or traditional Plan and the Qualified Roth Contribution Program, we will allocate any living benefits or death benefits provided under the Contract on a reasonable basis, as permitted under the tax law. (7) We may refuse to accept contributions made as rollovers and trustee- to-trustee transfers, unless we are furnished with a breakdown as between participant contributions and earnings at the time of the contribution. Many of the federal income tax rules pertaining to Designated Roth Accounts have not yet been finalized. Both you and your employer should consult their own tax and legal advisors prior to making or permitting contributions to be made to a Qualified Roth Contribution Program. The following general tax rules are based on our understanding of the Code and any regulations issued through December 31, 2005, and are subject to change and to different interpretation as well as additional guidance in respect to areas not previously addressed: The employer must permit contributions under a pre-tax 403(b) plan in order to permit contributions to be irrevocably designated and made part of a Qualified Roth Contribution Program. Elective deferral contributions to the Designated Roth Account must be aggregated with all other elective deferral contributions made by a taxpayer for purposes of the individual Code Section 402(g) limits and the Code Section 414(v) limits (relating to age 50 and over catch-up contributions) as well as contribution limits that apply under the Plan. In general, the same tax law rules with respect to restricted monies, triggering events and permitted distributions will apply to the Designated Roth Accounts under the Plan as apply to the traditional pre-tax accounts under the plan (e.g., death or disability of participant, severance from employment, attainment of age 59 1/2 and hardship withdrawals only with respect to contributions (if permitted under the Plan)). If the amounts have been held under any Designated Roth Account of a participant for at least five years and are made on account of death, disability or after attainment of age 59 1/2, then any withdrawal, distribution or payment of these amounts is generally free of federal income tax ("Qualified Distributions"). 42 Unlike Roth IRAs, withdrawal, distributions and payments that do not meet the five year rule will generally be taxed on a pro-rated basis with respect to earnings and after-tax contributions. The 10% penalty tax will generally apply on the same basis as a traditional pre-tax account under the Plan. Additionally, rollover distributions may only be made tax-free into another Designated Roth Account or into a Roth IRA. Some states may not permit contributions to be made to a Qualified Roth Contribution Program or may require additional conforming legislation for these rules to become effective. LOANS. If your TSA Contract permits loans, such loans will be made only from any Fixed Interest Account balance and only up to certain limits. In that case, we credit your Fixed Interest Account balance up to the amount of the outstanding loan balance with a rate of interest that is less than the interest rate we charge for the loan. The Code and applicable income tax regulations limit the amount that may be borrowed from your Contract and all you employer plans in the aggregate and also require that loans be repaid, at a minimum, in scheduled level payments over a proscribed term. Your Contract will indicate whether loans are permitted. The terms of the loan are governed by the Contract and loan agreement. Failure to satisfy loan limits under the Code or to make any scheduled payments according to the terms of your loan agreement and Federal tax law could have adverse tax consequences. Consult a tax advisor and read your loan agreement and Contract prior to taking any loan. NON-QUALIFIED ANNUITY CONTRACTS If you purchase the Contract on an individual basis with after-tax dollars and not under one of the programs described above, your Contract is referred to as non-qualified. As the owner of a non-qualified annuity, you do not receive any tax benefit (deduction or deferral of income) on Purchase Payments, but you will not be taxed on increases in the value of your Contract until a distribution occurs -- either as a withdrawal made prior to the Maturity Date or in the form of periodic Annuity Payments. As a general rule, there is income in the Contract (earnings) to the extent the Contract Value exceeds your investment in the Contract. The investment in the Contract equals the total Purchase Payments less any amount received previously which was excludible from gross income. Generally, different tax rules apply to Annuity Payments than to withdrawals and payments received before the annuity starting date. When a withdrawal is made, you are taxed on the amount of the withdrawal that is considered earnings under federal tax laws. Similarly, when you receive an Annuity Payment, part of each periodic payment is considered a return of your Purchase Payments and will not be taxed, but the remaining portion of the Annuity Payment (i.e., any earnings) will be considered ordinary income for federal income tax purposes. Annuity Payments are subject to an "excludable amount" or "exclusion ratio" which determines how much of each payment is treated as: - a non-taxable return of your Purchase Payment; or - a taxable payment of earnings. We generally will tell you how much of each Annuity Payment is a non-taxable return of your Purchase Payments. However, it is possible that the IRS could conclude that the taxable portion of Annuity Payments under a non-qualified contract is an amount greater (or less) than the taxable amount determined by us and reported by us to you and the IRS. Generally, once the total amount treated as a non-taxable return of your Purchase Payments equals your Purchase Payments, then all remaining payments are fully taxable. We will withhold a portion of the taxable amount of your Annuity Payment for income taxes, unless you elect otherwise. The amount we withhold is determined by the Code. Code Section 72(s) requires that non-qualified annuity contracts meet minimum mandatory distribution requirements upon the death of the Contract Owner, including the death of either of the Joint Owners. If these requirements are not met, the Contract will not be treated as an annuity contract for federal income tax purposes and earnings under the Contract will be taxable currently, not when distributed. The distribution required depends, among other things, upon whether an annuity option is elected or whether the succeeding Contract Owner is the surviving spouse. We will administer contracts in accordance with these rules and we will notify you when you should begin receiving payments. There is a more complete discussion of these rules in the SAI. 43 If a non-qualified annuity is owned by a non-natural person (e.g., a corporation), increases in the value of the Contract attributable to Purchase Payments made after February 28, 1986 are includable in income annually and taxed at ordinary income tax rates. Furthermore, for contracts issued after April 22, 1987, if the Contract is transferred to another person or entity without adequate consideration, all deferred increases in value will be treated as income for federal income tax purposes at the time of the transfer. PARTIAL WITHDRAWALS: If you make a partial withdrawal of your Contract Value, the distribution generally will be taxed as first coming from earnings (income in the Contract) and then from your Purchase Payments. These withdrawn earnings are includable in your taxable income. (See "Penalty Tax for Premature Distributions" below.) Any direct or indirect borrowing against the value of the Contract or pledging of the Contract as security for a loan will be treated as a cash distribution under the tax law, and will have tax consequences in the year taken. PARTIAL ANNUITIZATIONS (IF AVAILABLE WITH YOUR CONTRACT): At the present time the IRS has not approved the use of an exclusion ratio or exclusion amount when only part of your Contract Value is applied to a payment option. Currently, we will treat the application of less than your entire Contract Value under a Non- qualified Contract to a payment option (i.e. taking Annuity Payments) as a taxable withdrawal for federal income tax purposes (which may also be subject to the 10% penalty tax if you are under age 59 1/2). We will then treat the amount of the withdrawal (after any deductions for taxes) as the purchase price of an income annuity and tax report the income payments received under that annuity under the rules for variable income annuities. Consult your tax attorney prior to partially annuitizing your Contract. We will determine the excludable amount for each income payment under the Contract as a whole by using the rules applicable to variable income payments in general (i.e. by dividing your after-tax purchase price, as adjusted for any refund or guarantee feature, by the number of expected income payments from the appropriate IRS table). However, the IRS may determine that the excludable amount is different from our computation. DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES The Code requires that any non-qualified variable annuity contracts based on a Separate Account must meet specific diversification standards. Non-qualified variable annuity contracts shall not be treated as an annuity for federal income tax purposes if investments made in the account are not adequately diversified. Final tax regulations define how Separate Accounts must be diversified. The Company constantly monitors the diversification of investments and believes that its accounts are adequately diversified. The consequence of any failure to diversify is essentially the loss to the Contract Owner of tax-deferred treatment, requiring the current inclusion of a proportionate share of the income and gains from the Separate Account assets in the income of each Contract Owner. The Company intends to administer all contracts subject to this provision of law in a manner that will maintain adequate diversification. OWNERSHIP OF THE INVESTMENTS In certain circumstances, owners of variable annuity contracts have been considered to be the owners of the assets of the underlying Separate Account for federal income tax purposes due to their ability to exercise investment control over those assets. When this is the case, the Contract Owners have been currently taxed on income and gains attributable to the Separate Account assets. There is little guidance in this area, and some features of the Contract, such as the number of funds available and the flexibility of the Contract Owner to allocate premium payments and transfer amounts among the funding options, have not been addressed in public rulings. While we believe that the Contract does not give the Contract Owner investment control over Separate Account assets, we reserve the right to modify the Contract as necessary to prevent a Contract Owner from being treated as the owner of the Separate Account assets supporting the Contract. TAXATION OF DEATH BENEFIT PROCEEDS Amounts may be distributed from a Non-qualified Contract because of the death of an owner or Annuitant. Generally, such amounts are includable in the income of the recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a full surrender of the Contract; or (ii) if distributed under a payment option, they are taxed in the same way as Annuity Payments. 44 OTHER TAX CONSIDERATIONS PUERTO RICO TAX CONSIDERATIONS The Puerto Rico Internal Revenue Code of 1994 (the "1994 Code") taxes distributions from non-qualified annuity contracts differently than in the U.S. Distributions that are not in the form of an annuity (including partial surrenders and period certain payments) are treated under the 1994 Code first as a return of investment. Therefore, a substantial portion of the amounts distributed generally will be excluded from gross income for Puerto Rico tax purposes until the cumulative amount paid exceeds your tax basis. The amount of income on annuity distributions (payable over your lifetime) is also calculated differently under the 1994 Code. Since Puerto Rico residents are also subject to U.S. income tax on all income other than income sourced to Puerto Rico and the Internal Revenue Service issued guidance in 2004 which indicated that the income from an annuity contract issued by a U.S. life insurer would be considered U.S. source income, the timing of recognition of income from an annuity contract could vary between the two jurisdictions. Although the 1994 Code provides a credit against the Puerto Rico income tax for U.S. income taxes paid, an individual may not get full credit because of the timing differences. You should consult with a personal tax adviser regarding the tax consequences of purchasing an annuity contract and/or any proposed distribution, particularly a partial distribution or election to annuitize. NON-RESIDENT ALIENS Distributions to non resident aliens ("NRAs") are subject to special and complex tax and withholding rules under the Code with respect to U.S. source income, some of which are based upon the particular facts and circumstances of the Contract Owner, the beneficiary and the transaction itself. As stated above, the IRS has taken the position that income from the Contract received by NRAs is considered U.S. source income. In addition, Annuity Payments to NRAs in many countries are exempt from U.S. tax (or subject to lower rates) based upon a tax treaty, provided that the Contract Owner complies with the applicable requirements. NRAs should seek guidance from a tax adviser regarding their personal situation. TAX CREDITS AND DEDUCTIONS The Company may be entitled to certain tax benefits related to the assets of the Separate Account. These tax benefits, which may include foreign tax credits and corporate dividend received deductions, are not passed back to the Separate Account or to Contract Owners since the Company is the owner of the assets from which the tax benefits are derived. OTHER INFORMATION - -------------------------------------------------------------------------------- PrimElite II is a service mark of Citigroup, Inc. or its affiliates and is used by MetLife, Inc. and its affiliates under license. THE INSURANCE COMPANY Please refer to your Contract to determine which Company issued your Contract. MetLife Insurance Company of Connecticut is a stock insurance company chartered in 1863 in Connecticut and 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. The Company's Home Office is located at One Cityplace, Hartford, Connecticut 06103-3415. Before December 7, 2007, certain of the Contracts were issued by MetLife Life and Annuity Company of Connecticut, a stock life insurance company chartered in 1973 in Connecticut. These Contracts were funded through Separate Account PF II, a separate account registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended. On December 7, 2007, MLACC, a wholly-owned subsidiary of the Company 45 and an indirect, wholly-owned subsidiary of MetLife, Inc., merged with and into the Company. Upon consummation of the merger, MLACC's corporate existence ceased by operation of law, and the Company assumed legal ownership of all of the assets of MLACC, including Separate Account PF II and its assets. Pursuant to the merger, therefore, Separate Account PF II became a separate account of the Company. As a result of the merger, the Company also has become responsible for all of MLACC's liabilities and obligations, including those created under the Contract as initially issued by MLACC (formerly known as The Travelers Life and Annuity Company) and outstanding on the date of the merger. The Contract has thereby become a variable contract funded by a separate account of the Company, and each owner thereof has become a Contract Owner of the Company. FINANCIAL STATEMENTS The financial statements for the Company and its Separate Account are located in the Statement of Additional Information. DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. MetLife Insurance Company of Connecticut (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. MLIDC's principal executive offices are located at 5 Park Plaza, Suite 1900, Irvine, California 92614. MLIDC is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (FINRA). An investor brochure that includes information describing FINRA's Public Disclosure Program is available by calling FINRA's Public Disclosure Program hotline at 1- 800-289-9999, or by visiting FINRA's website at www.finra.org. MLIDC and the Company enter into selling agreements with affiliated and unaffiliated broker-dealers who are registered with the SEC and are members of FINRA, and with entities that may offer the Contracts but are exempt from registration. Applications for the Contract are solicited by registered representatives who are associated persons of such affiliated or unaffiliated broker-dealer firms. Such representatives act as appointed agents of the Company under applicable state insurance law and must be licensed to sell variable insurance products. The Company intends to offer the Contract in all jurisdictions where it is licensed to do business and where the Contract is approved. The Contracts are offered on a continuous basis. COMPENSATION. Broker-dealers who have selling agreements with MLIDC and the Company are paid compensation for the promotion and sale of the Contracts. Registered representatives who solicit sales of the Contract typically receive a portion of the compensation payable to the broker-dealer firm. The amount the registered representative receives depends on the agreement between the firm and the registered representative. This agreement may also provide for the payment of other types of cash and non-cash compensation and other benefits. A broker- dealer firm or registered representative of a firm may receive different compensation for selling one product over another and/or may be inclined to favor one product provider over another product provider due to differing compensation rates. We generally pay compensation as a percentage of purchase payments invested in the Contract. Alternatively, we may pay lower compensation on purchase payments but pay periodic asset-based compensation based on all or a portion of the Contract Value. The amount and timing of compensation may vary depending on the selling agreement but is not expected to exceed 7.50% 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). We pay American Funds Distributors, Inc., principal underwriter for the American Funds Insurance Series, a percentage of all Purchase Payments allocated to the funds in the American Funds Insurance Series for services it provides in marketing the Funds' shares in connection with the Contract. 46 The Company and MLIDC have also entered into preferred distribution arrangements with certain broker-dealer firms. These arrangements are sometimes called "shelf space" arrangements. Under these arrangements, the Company and MLIDC pay separate, additional compensation to the broker-dealer firm for services the broker-dealer provides in connection with the distribution of the Company's products. These services may include providing the Company with access to the distribution network of the broker-dealer, the hiring and training of the broker-dealer's sales personnel, the sponsoring of conferences and seminars by the broker-dealer, or general marketing services performed by the broker-dealer. The broker-dealer may also provide other services or incur other costs in connection with distributing the Company's products. These preferred distribution arrangements will not be offered to all broker- dealer firms and the terms of such arrangements may differ between broker-dealer firms. Compensation payable under such arrangements may be based on aggregate, net or anticipated sales of the Contracts, total assets attributable to sales of the Contract by registered representatives of the broker-dealer firm or based on the length of time that a Contract Owner has owned the Contract. Any such compensation payable to a broker-dealer firm will be made by MLIDC or the Company out of their own assets and will not result in any additional direct charge to you. Such compensation may cause the broker-dealer firm and its registered representatives to favor the Company's products. The Company and MLIDC have entered into a preferred distribution arrangement with their affiliate Tower Square Securities, Inc. and with the unaffiliated broker-dealer firms identified in the Statement of Additional Information. The Company and MLIDC may enter into similar arrangements with their other affiliates MetLife Securities, Inc., Walnut Street Securities, Inc., and New England Securities Corporation. See the "Statement of Additional Information -- DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT" for a list of the broker-dealer firms that received such additional compensation during 2007, as well as the range of additional compensation paid. The Company and MLIDC have entered into selling agreements with certain broker- dealer firms that have an affiliate that acts as investment adviser or sub- adviser to one or more Underlying Funds that may be offered under the Contracts. These investment advisory firms include Fidelity Management & Research Company, Morgan Stanley Investment Advisers Inc., MetLife Investment Funds Management LLC, MetLife Advisers, LLC and Met Investors Advisory LLC. MetLife Investment Funds Management LLC, MetLife Advisers LLC and Met Investors Advisory LLC are affiliates of the Company. Registered representatives of broker-dealer firms with an affiliated company acting as an adviser or a sub-adviser may favor these Funds when offering the Contracts. SALE 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. and/or Metropolitan Life Insurance Company, Walnut Street Securities, Inc. and New England Securities Corporation. The compensation paid to affiliated broker-dealer firms for sales of the Contracts is generally not expected to exceed, on a present value basis, the percentages described above. These broker-dealer firms pay their registered representatives all or a portion of the commissions received for their sales of Contracts; some firms may retain a portion of commissions. The amount the broker dealer firms pass on to their registered representatives is determined in accordance with their internal compensation programs. These programs may also include other types of cash compensation, such as bonuses, equity awards (such as stock options), training allowances, supplementary salary, financing arrangements, marketing support, medical and other insurance benefits, retirement benefits, and other benefits. For registered representatives of certain affiliates, the amount of this additional cash compensation is based primarily on the amount of proprietary products sold and serviced by the representative. Proprietary products are those issued by the Company or its affiliates. The managers who supervise these registered representatives may also be entitled to additional cash compensation based on the sale of proprietary products by their representatives. Because the additional cash compensation paid to these registered representatives and their managers is primarily based on sales of proprietary products, these registered representatives and their managers have an incentive to favor the sale of proprietary products over other products issued by non-affiliates. MetLife registered representatives receive cash payments for the products they sell and service based upon a 'gross dealer concession' model. The cash payment is equal to a percentage of the gross dealer concession. For MetLife registered representatives other than those in our MetLife Resources (MLR) Division, the percentage is determined by a formula that takes into consideration the amount of premiums and purchase payments applied to proprietary products that the registered representative sells and services. The percentage could be as high as 100%. (MLR registered representatives receive compensation based upon premiums and purchase payments applied to all products sold and serviced by the representative.) In addition, all MetLife registered representatives are entitled to the additional compensation described above based on sales of proprietary products. Because sales of proprietary products are a factor determining the percentage of gross dealer concession and/or the amount of additional 47 compensation to which MetLife registered representatives are entitled, they have an incentive to favor the sale of proprietary products. In addition, because their sales managers' compensation is based on the sales made by the representatives they supervise, these sales managers also have an incentive to favor the sale of proprietary products. The Company's affiliates also offer their registered representatives and their managers non-cash compensation incentives, such as conferences, trips, prizes and awards. Other non-cash compensation payments may be made for other services that are not directly related to the sale of products. These payments may include support services in the form of recruitment and training of personnel, production of promotional materials and similar services. CONFORMITY WITH STATE AND FEDERAL LAWS The laws of the state in which we deliver a contract govern that Contract. Where a state has not approved a contract feature or funding option, it will not be available in that state. Any paid-up annuity, Cash Surrender Value or death benefits that are available under the Contract are not less than the minimum benefits required by the statutes of the state in which we delivered the Contract. We reserve the right to make any changes, including retroactive changes, in the Contract to the extent that the change is required to meet the requirements of any law or regulation issued by any governmental agency to which the Company, the Contract or the Contract Owner is subject. VOTING RIGHTS The Company is the legal owner of the shares of the Underlying Funds. However, we believe that when an Underlying Fund solicits proxies in conjunction with a vote of shareholders we are required to obtain from you and from other owners instructions on how to vote those shares. We will vote all shares, including those we may own on our own behalf, and those where we have not received instructions from Contract Owners, in the same proportion as shares for which we received voting instructions. The effect of this proportional voting is that a small number of Contract Owners may control the outcome of a vote. Should we determine that we are no longer required to comply with the above, we will vote the shares in our own right. In certain limited circumstances, and when permitted by law, we may disregard voting instructions. If we do disregard voting instructions, a summary of that action and the reasons for such action would be included in the next annual report to Contract Owners. RESTRICTIONS ON FINANCIAL TRANSACTIONS Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to block a Contract Owner's ability to make certain transactions and thereby refuse to accept any request for transfers, withdrawals, surrenders, or death benefits, until the instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your Contract to government regulators. LEGAL PROCEEDINGS In the ordinary course of business, the Company, similar to other life insurance companies, is involved in lawsuits (including class action lawsuits), arbitrations and other legal proceedings. Also, from time to time, state and federal regulators or other officials conduct formal and informal examinations or undertake other actions dealing with various aspects of the financial services and insurance industries. In some legal proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made. It is not possible to predict with certainty the ultimate outcome of any pending legal proceeding or regulatory action. However, the Company does not believe any such action or proceeding will have a material adverse effect upon the Separate Account or upon the ability of MLIDC to perform its contract with the Separate Account or of the Company to meet its obligations under the Contracts. 48 APPENDIX A - -------------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION FOR METLIFE OF CT SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES ACCUMULATION UNIT VALUES (IN DOLLARS) The following Accumulation Unit Value ("AUV") information should be read in conjunction with the Separate Account's audited financial statement and notes, which are included in the Statement of Additional Information ("SAI"). The first table provides the AUV information for the MINIMUM Separate Account Charge available under the contract. The second table provides the AUV information for the MAXIMUM Separate Account Charge available under the contract. Please refer to the Fee Table section of this prospectus for more information on Separate Account Charges. PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65%
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- AIM Variable Insurance Funds AIM V.I. Capital Appreciation Subaccount (Series II) (7/02)......................................... 2007 1.099 1.171 -- 2006 1.053 1.099 400,096 2005 0.986 1.053 331,592 2004 0.943 0.986 211,974 2003 0.742 0.943 32,460 2002 1.000 0.742 4,254 AIM V.I. Core Equity Subaccount (Series II) (4/06)............................................. 2007 1.078 1.153 -- 2006 1.000 1.078 394,257 AIM V.I. Premier Equity Subaccount (Series II) (10/02)............................................ 2006 0.904 0.948 -- 2005 0.872 0.904 393,438 2004 0.840 0.872 145,850 2003 0.684 0.840 66,654 2002 1.000 0.684 -- AllianceBernstein Variable Products Series Fund, Inc. AllianceBernstein Global Technology Subaccount (Class B) (5/02)................................... 2007 0.894 1.054 373,758 2006 0.839 0.894 441,618 2005 0.822 0.839 380,702 2004 0.796 0.822 349,075 2003 0.563 0.796 147,453 2002 1.000 0.563 18,093 AllianceBernstein Large-Cap Growth Subaccount (Class B) (3/02)................................... 2006 0.991 0.969 290,807 2005 0.877 0.991 270,629 2004 0.823 0.877 149,949 2003 0.678 0.823 23,283 2002 1.000 0.678 --
A-1 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- American Funds Insurance Series American Funds Global Growth Subaccount (Class 2) (5/03)............................................. 2007 1.919 2.168 5,576,381 2006 1.620 1.919 5,412,999 2005 1.444 1.620 3,654,265 2004 1.293 1.444 989,563 2003 1.000 1.293 6,878 American Funds Growth Subaccount (Class 2) (5/03).. 2007 1.709 1.888 16,400,139 2006 1.576 1.709 16,757,129 2005 1.379 1.576 12,408,380 2004 1.246 1.379 3,552,042 2003 1.000 1.246 49,980 American Funds Growth-Income Subaccount (Class 2) (5/03)............................................. 2007 1.602 1.655 15,886,649 2006 1.414 1.602 16,729,364 2005 1.358 1.414 14,433,611 2004 1.251 1.358 4,227,825 2003 1.000 1.251 144,009 Fidelity(R) Variable Insurance Products VIP Equity -- Income Subaccount (Service Class 2) (2/02)............................................. 2007 1.395 1.389 3,870,491 2006 1.182 1.395 3,826,350 2005 1.139 1.182 3,388,787 2004 1.041 1.139 1,441,365 2003 0.814 1.041 70,333 2002 1.000 0.814 -- VIP Growth Subaccount (Service Class 2) (7/02)..... 2007 0.974 0.974 -- 2006 0.935 0.974 -- 2005 0.901 0.935 886,287 2004 0.888 0.901 307,238 2003 0.681 0.888 83,046 2002 1.000 0.681 33,149 VIP Mid Cap Subaccount (Service Class 2) (4/02).... 2007 1.908 2.165 6,619,571 2006 1.726 1.908 6,563,289 2005 1.487 1.726 5,894,141 2004 1.212 1.487 2,008,398 2003 0.892 1.212 148,278 2002 1.000 0.892 39,776
A-2 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Franklin Templeton Variable Insurance Products Trust FTVIPT Mutual Shares Securities Subaccount (Class 2) (5/02).......................................... 2006 1.288 1.500 10,931,246 2005 1.184 1.288 8,267,127 2004 1.069 1.184 3,039,535 2003 0.868 1.069 808,687 2002 1.000 0.868 91,338 FTVIPT Templeton Growth Securities Subaccount (Class 2) (5/02)................................... 2006 1.271 1.523 9,136,905 2005 1.187 1.271 7,840,706 2004 1.040 1.187 3,142,540 2003 0.800 1.040 283,137 2002 1.000 0.800 84,385 Legg Mason Partners Investment Series LMPIS Growth and Income Subaccount (3/02).......... 2007 1.199 1.255 -- 2006 1.084 1.199 9,682,865 2005 1.061 1.084 10,283,101 2004 0.997 1.061 7,189,671 2003 0.778 0.997 2,085,976 2002 1.016 0.778 89,169 2001 1.000 1.016 -- LMPIS Premier Selections All Cap Growth Subaccount (2/02)............................................. 2007 1.070 1.139 -- 2006 1.014 1.070 373,584 2005 0.969 1.014 360,165 2004 0.958 0.969 283,449 2003 0.725 0.958 21,227 2002 1.007 0.725 -- 2001 1.000 1.007 -- Legg Mason Partners Variable Equity Trust LMPVET Aggressive Growth Subaccount (Class I) (2/02)............................................. 2007 1.115 1.113 67,192,448 2006 1.042 1.115 71,585,101 2005 0.949 1.042 63,751,713 2004 0.877 0.949 35,344,463 2003 0.663 0.877 5,588,355 2002 1.001 0.663 1,431,257 2001 1.000 1.001 --
A-3 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Appreciation Subaccount (Class I) (2/02).... 2007 1.253 1.337 60,471,522 2006 1.110 1.253 57,417,246 2005 1.082 1.110 54,199,664 2004 1.011 1.082 29,591,957 2003 0.825 1.011 4,207,195 2002 1.017 0.825 631,993 2001 1.000 1.017 -- LMPVET Appreciation Subaccount (Class II) (11/07).. 2007 1.163 1.161 1,134,645 LMPVET Capital and Income Subaccount (Class I) (4/07)............................................. 2007 1.231 1.236 16,299,106 LMPVET Capital and Income Subaccount (Class II) (2/04)............................................. 2007 1.113 1.154 3,892,628 2006 1.024 1.113 4,140,428 2005 0.999 1.024 4,325,435 2004 1.000 0.999 1,071,806 LMPVET Capital Subaccount (2/04)................... 2007 1.160 1.162 2,461,862 2006 1.038 1.160 3,377,777 2005 1.003 1.038 3,401,260 2004 1.000 1.003 1,521,728 LMPVET Dividend Strategy Subaccount (2/02)......... 2007 1.033 1.082 3,767,693 2006 0.890 1.033 4,079,357 2005 0.907 0.890 4,195,706 2004 0.892 0.907 2,303,940 2003 0.734 0.892 573,333 2002 1.009 0.734 93,979 2001 1.000 1.009 -- LMPVET Fundamental Value Subaccount (Class I) (2/02)............................................. 2007 1.353 1.347 52,408,854 2006 1.177 1.353 56,966,155 2005 1.142 1.177 54,679,708 2004 1.073 1.142 33,185,395 2003 0.787 1.073 6,097,876 2002 1.016 0.787 1,187,609 2001 1.000 1.016 -- LMPVET Global Equity Subaccount (2/04)............. 2007 1.222 1.260 2,725,731 2006 1.078 1.222 2,802,275 2005 1.029 1.078 2,501,134 2004 1.000 1.029 670,023
A-4 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET International All Cap Opportunity Subaccount (2/02)............................................. 2007 1.441 1.507 2,309,073 2006 1.164 1.441 2,456,386 2005 1.059 1.164 2,381,924 2004 0.913 1.059 1,243,238 2003 0.729 0.913 244,746 2002 0.997 0.729 53,764 2001 1.000 0.997 -- LMPVET Investors Subaccount (Class I) (4/07)....... 2007 1.308 1.282 1,409,526 LMPVET Large Cap Growth Subaccount (Class I) (5/02)............................................. 2007 1.123 1.163 3,863,245 2006 1.092 1.123 4,657,131 2005 1.055 1.092 4,592,714 2004 1.069 1.055 3,701,753 2003 0.736 1.069 423,768 2002 0.995 0.736 30,375 2001 1.000 0.995 -- LMPVET Lifestyle Allocation 50% Subaccount (2/02).. 2007 1.252 1.271 8,425,378 2006 1.176 1.252 8,453,717 2005 1.166 1.176 8,775,640 2004 1.102 1.166 4,808,815 2003 0.931 1.102 1,116,400 2002 1.012 0.931 472,345 2001 1.000 1.012 -- LMPVET Lifestyle Allocation 70% Subaccount (10/02)............................................ 2007 1.227 1.253 1,311,821 2006 1.146 1.227 1,284,585 2005 1.112 1.146 1,285,764 2004 1.041 1.112 942,245 2003 0.815 1.041 118,677 2002 1.011 0.815 11,828 2001 1.000 1.011 -- LMPVET Lifestyle Allocation 85% Subaccount (5/02).. 2007 1.245 1.265 827,016 2006 1.156 1.245 751,287 2005 1.108 1.156 754,963 2004 1.018 1.108 621,593 2003 0.756 1.018 96,453 2002 1.009 0.756 643 2001 1.000 1.009 --
A-5 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Mid Cap Core Subaccount (Class I) (2/02).... 2007 1.363 1.436 4,376,841 2006 1.207 1.363 4,837,334 2005 1.133 1.207 4,558,926 2004 1.043 1.133 3,031,872 2003 0.817 1.043 305,771 2002 1.027 0.817 50,575 2001 1.000 1.027 -- LMPVET Multiple Discipline Subaccount-Large Cap Growth and Value (2/04)............................ 2007 1.125 1.145 -- 2006 1.018 1.125 1,184,596 2005 1.000 1.018 1,220,644 2004 1.000 1.000 623,702 LMPVET Small Cap Growth Subaccount (Class I) (4/07)............................................. 2007 1.416 1.458 1,509,509 LMPVET Social Awareness Subaccount (4/02).......... 2007 1.076 1.174 2,512,242 2006 1.016 1.076 2,939,644 2005 0.989 1.016 2,878,590 2004 0.947 0.989 1,702,149 2003 0.747 0.947 610,982 2002 1.010 0.747 216,899 2001 1.000 1.010 -- Legg Mason Partners Variable Income Trust LMPVIT Adjustable Rate Income Subaccount (2/04).... 2007 1.025 1.022 1,667,406 2006 1.001 1.025 1,868,796 2005 0.994 1.001 2,976,647 2004 1.000 0.994 995,190 LMPVIT Government Subaccount (Class I) (2/02)...... 2007 1.102 1.112 17,181,720 2006 1.076 1.102 18,913,530 2005 1.078 1.076 18,738,391 2004 1.063 1.078 11,427,223 2003 1.073 1.063 5,176,659 2002 1.011 1.073 1,077,507 2001 1.000 1.011 -- LMPVIT High Income Subaccount (2/02)............... 2007 1.435 1.416 14,304,642 2006 1.314 1.435 15,294,647 2005 1.302 1.314 15,109,514 2004 1.199 1.302 7,854,071 2003 0.956 1.199 1,352,108 2002 1.004 0.956 120,648 2001 1.000 1.004 --
A-6 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVIT Money Market Subaccount (3/02).............. 2007 1.019 1.051 7,195,124 2006 0.990 1.019 7,310,300 2005 0.979 0.990 8,938,799 2004 0.986 0.979 6,243,825 2003 0.996 0.986 1,973,279 2002 1.000 0.996 700,234 Legg Mason Partners Variable Portfolios V LMPVPV Small Cap Growth Opportunities Subaccount (Class I) (3/02)................................... 2007 1.350 1.440 -- 2006 1.215 1.350 1,706,621 2005 1.178 1.215 1,559,894 2004 1.036 1.178 917,815 2003 0.742 1.036 154,191 2002 1.014 0.742 16,830 2001 1.000 1.014 -- Legg Mason Partners Variable Portfolios II LMPVPII Capital and Income Subaccount (5/05)....... 2007 1.176 1.236 -- 2006 1.075 1.176 17,906,147 2005 1.000 1.075 11,960,583 Legg Mason Partners Variable Portfolios III, Inc. LMPVPIII Large Cap Value Subaccount (5/02)......... 2007 1.254 1.318 -- 2006 1.078 1.254 1,510,863 2005 1.029 1.078 1,384,192 2004 0.946 1.029 509,895 2003 0.753 0.946 131,942 2002 1.027 0.753 16,251 2001 1.000 1.027 -- Met Investors Series Trust MIST BlackRock Large-Cap Core Subaccount (Class A) (4/06)............................................. 2007 1.264 1.325 -- 2006 1.194 1.264 80,496 MIST BlackRock Large-Cap Core Subaccount (Class E) (4/07)............................................. 2007 1.314 1.324 82,560 MIST Lord Abbett Bond Debenture Subaccount (Class A) (4/06).......................................... 2007 1.314 1.381 6,599,824 2006 1.254 1.314 7,018,904 MIST Lord Abbett Growth and Income Subaccount (Class B) (4/06)................................... 2007 1.075 1.097 1,977,622 2006 1.001 1.075 2,199,812 MIST Met/AIM Capital Appreciation Subaccount (Class E) (4/07) *........................................ 2007 1.156 1.206 424,276 MIST MFS(R) Research International Subaccount (Class B) (4/07) *................................. 2007 1.740 1.827 1,759,672
A-7 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- MIST Oppenheimer Capital Appreciation Subaccount (Class B) (4/06)................................... 2007 1.008 1.133 1,826,518 2006 0.994 1.008 1,897,888 MIST Pioneer Strategic Income Subaccount (Class A) (4/06)............................................. 2007 1.142 1.198 23,161,936 2006 1.103 1.142 24,420,649 MIST Third Avenue Small Cap Value Subaccount (Class B) (4/07) *........................................ 2007 1.887 1.722 4,599,939 Metropolitan Series Fund, Inc. MSF BlackRock Aggressive Growth Subaccount (Class D) (4/06).......................................... 2007 0.822 0.973 1,993,125 2006 0.842 0.822 1,997,859 MSF BlackRock Bond Income Subaccount (Class E) (4/06)............................................. 2007 1.116 1.165 13,466,776 2006 1.076 1.116 13,727,003 MSF Capital Guardian U.S. Equity Subaccount (Class B) (4/07) *........................................ 2007 1.141 1.079 436,474 MSF MFS(R) Total Return Subaccount (Class F) (4/06)............................................. 2007 1.338 1.371 25,929,145 2006 1.252 1.338 27,487,362 MSF T. Rowe Price Large Cap Growth Subaccount (Class B) (4/06) *................................. 2007 1.068 1.147 1,091,622 2006 0.998 1.068 1,016,963 MSF Western Asset Management U.S. Government Subaccount (Class A) (4/06) *...................... 2007 1.006 1.035 3,074,604 2006 0.973 1.006 3,255,793 Oppenheimer Variable Account Funds Oppenheimer Capital Appreciation Subaccount/VA (Service Shares) (4/02)............................ 2006 0.997 1.042 -- 2005 0.966 0.997 1,628,806 2004 0.922 0.966 778,637 2003 0.717 0.922 125,907 2002 1.000 0.717 69,299 Oppenheimer Main Street/VA Subaccount ( Service Shares) (7/02)..................................... 2006 1.104 1.166 -- 2005 1.061 1.104 1,735,645 2004 0.989 1.061 1,202,095 2003 0.795 0.989 374,299 2002 1.000 0.795 13,819
A-8 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Pioneer Variable Contracts Trust Pioneer Fund VCT Subaccount (Class II) (7/02)...... 2007 1.250 1.288 1,007,301 2006 1.092 1.250 1,007,988 2005 1.048 1.092 847,903 2004 0.960 1.048 353,742 2003 0.791 0.960 92,577 2002 1.000 0.791 35,462 Pioneer Mid Cap Value VCT Subaccount (Class II) (4/02)............................................. 2007 1.653 1.713 6,989,477 2006 1.497 1.653 7,125,022 2005 1.414 1.497 6,485,147 2004 1.180 1.414 1,790,106 2003 0.875 1.180 202,580 2002 1.000 0.875 31,067 Putnam Variable Trust Putnam VT International Equity Subaccount (Class IB) (8/02)......................................... 2007 1.616 1.750 -- 2006 1.287 1.616 1,402,929 2005 1.166 1.287 1,163,455 2004 1.020 1.166 665,064 2003 0.807 1.020 149,667 2002 1.000 0.807 3,381 Putnam VT Small Cap Value Subaccount (Class IB) (5/02)............................................. 2007 1.793 1.915 -- 2006 1.554 1.793 4,650,786 2005 1.476 1.554 4,110,317 2004 1.189 1.476 1,706,259 2003 0.808 1.189 317,621 2002 1.000 0.808 91,626 The Travelers Series Trust Travelers Convertible Securities Subaccount (3/02)............................................. 2006 1.177 1.254 -- 2005 1.192 1.177 6,894,912 2004 1.140 1.192 4,818,421 2003 0.918 1.140 310,836 2002 1.000 0.918 22,585 Travelers Managed Income Subaccount (3/02)......... 2006 1.086 1.076 -- 2005 1.089 1.086 13,950,241 2004 1.077 1.089 9,850,096 2003 1.009 1.077 1,885,210 2002 1.000 1.009 184,893
A-9 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Travelers Mercury Large Cap Core Subaccount (2/02)............................................. 2006 1.125 1.194 -- 2005 1.021 1.125 80,088 2004 0.895 1.021 85,120 2003 0.751 0.895 148,315 2002 1.020 0.751 5,783 2001 1.000 1.020 -- Travelers MFS(R) Mid Cap Growth Subaccount (4/02).. 2006 0.796 0.842 -- 2005 0.785 0.796 1,805,962 2004 0.699 0.785 1,215,305 2003 0.519 0.699 253,862 2002 1.031 0.519 135,394 2001 1.000 1.031 -- Travelers MFS(R) Total Return Subaccount (2/02).... 2006 1.213 1.252 -- 2005 1.198 1.213 25,938,434 2004 1.092 1.198 12,506,074 2003 0.953 1.092 2,953,572 2002 1.023 0.953 433,848 2001 1.000 1.023 -- Travelers Pioneer Strategic Income Subaccount (2/04)............................................. 2006 1.092 1.103 -- 2005 1.071 1.092 21,520,517 2004 1.000 1.071 6,041,372 Travelers U.S. Government Securities Subaccount (5/05)............................................. 2006 1.009 0.973 -- 2005 1.005 1.009 2,162,376 Universal Institutional Funds, Inc. UIF Equity and Income Subaccount (Class II) (5/03)............................................. 2006 1.343 1.488 40,660,405 2005 1.272 1.343 33,653,121 2004 1.159 1.272 10,092,376 2003 1.000 1.159 108,186 UIF U.S. Real Estate Securities Subaccount (Class I) (5/05).......................................... 2006 1.173 1.593 5,413,097 2005 1.019 1.173 2,858,716 Van Kampen Life Investment Trust Van Kampen LIT Comstock Subaccount (Class II) (2/02)............................................. 2007 1.404 1.349 31,487,761 2006 1.230 1.404 33,934,853 2005 1.201 1.230 30,140,222 2004 1.040 1.201 13,621,817 2003 0.808 1.040 2,749,682 2002 1.020 0.808 751,345 2001 1.000 1.020 --
A-10 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Van Kampen LIT Growth and Income Subaccount (Class II) (3/02)......................................... 2007 1.483 1.495 13,155,255 2006 1.300 1.483 14,225,335 2005 1.204 1.300 12,254,481 2004 1.073 1.204 6,093,021 2003 0.854 1.073 2,115,801 2002 1.019 0.854 349,540 2001 1.000 1.019 -- Van Kampen LIT Strategic Growth Subaccount (Class II) (2/02)......................................... 2007 0.929 1.066 7,785,918 2006 0.920 0.929 8,656,849 2005 0.869 0.920 7,893,631 2004 0.827 0.869 5,414,821 2003 0.662 0.827 2,061,287 2002 1.000 0.662 735,236
PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90%
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- AIM Variable Insurance Funds AIM V.I. Capital Appreciation Subaccount (Series II) (7/02)......................................... 2007 1.085 1.155 -- 2006 1.043 1.085 161,375 2005 0.979 1.043 168,824 2004 0.938 0.979 105,046 2003 0.740 0.938 -- 2002 1.000 0.740 -- AIM V.I. Core Equity Subaccount (Series II) (4/06)............................................. 2007 1.076 1.151 -- 2006 1.000 1.076 295,332 AIM V.I. Premier Equity Subaccount (Series II) (10/02)............................................ 2006 0.895 0.938 -- 2005 0.865 0.895 203,928 2004 0.836 0.865 160,205 2003 0.682 0.836 35,524 2002 1.000 0.682 35,524 AllianceBernstein Variable Products Series Fund, Inc. AllianceBernstein Global Technology Subaccount (Class B) (5/02)................................... 2007 0.883 1.039 49,496 2006 0.830 0.883 55,333 2005 0.816 0.830 59,896 2004 0.792 0.816 8,507 2003 0.561 0.792 -- 2002 1.000 0.561 --
A-11 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- AllianceBernstein Large-Cap Growth Subaccount (Class B) (3/02)................................... 2006 0.981 0.957 147,773 2005 0.871 0.981 128,761 2004 0.819 0.871 77,090 2003 0.677 0.819 -- 2002 1.000 0.677 1,910 American Funds Insurance Series American Funds Global Growth Subaccount (Class 2) (5/03)............................................. 2007 1.902 2.143 749,033 2006 1.610 1.902 663,156 2005 1.438 1.610 291,822 2004 1.291 1.438 102,469 2003 1.000 1.291 -- American Funds Growth Subaccount (Class 2) (5/03).. 2007 1.693 1.866 1,539,783 2006 1.566 1.693 1,593,574 2005 1.373 1.566 1,152,839 2004 1.244 1.373 365,082 2003 1.000 1.244 -- American Funds Growth-Income Subaccount (Class 2) (5/03)............................................. 2007 1.588 1.636 1,347,351 2006 1.405 1.588 1,382,333 2005 1.353 1.405 1,129,243 2004 1.249 1.353 366,232 2003 1.000 1.249 -- Fidelity(R) Variable Insurance Products VIP Equity -- Income Subaccount (Service Class 2) (2/02)............................................. 2007 1.378 1.369 363,012 2006 1.171 1.378 335,620 2005 1.130 1.171 221,702 2004 1.035 1.130 52,352 2003 0.812 1.035 2,323 2002 1.000 0.812 2,133 VIP Growth Subaccount (Service Class 2) (7/02)..... 2007 0.963 0.963 -- 2006 0.926 0.963 -- 2005 0.894 0.926 278,574 2004 0.884 0.894 160,354 2003 0.680 0.884 -- 2002 1.000 0.680 -- VIP Mid Cap Subaccount (Service Class 2) (4/02).... 2007 1.885 2.133 1,067,431 2006 1.709 1.885 1,023,785 2005 1.476 1.709 880,194 2004 1.206 1.476 282,598 2003 0.889 1.206 19,424 2002 1.000 0.889 26,016
A-12 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Franklin Templeton Variable Insurance Products Trust FTVIPT Mutual Shares Securities Subaccount (Class 2) (5/02).......................................... 2006 1.275 1.481 761,120 2005 1.175 1.275 707,934 2004 1.063 1.175 255,649 2003 0.866 1.063 29,550 2002 1.000 0.866 6,924 FTVIPT Templeton Growth Securities Subaccount (Class 2) (5/02)................................... 2006 1.259 1.505 746,620 2005 1.178 1.259 538,279 2004 1.035 1.178 209,269 2003 0.798 1.035 13,506 2002 1.000 0.798 -- Legg Mason Partners Investment Series LMPIS Growth and Income Subaccount (3/02).......... 2007 1.184 1.238 -- 2006 1.073 1.184 875,896 2005 1.053 1.073 911,116 2004 0.992 1.053 850,123 2003 0.776 0.992 79,305 2002 1.016 0.776 2,505 2001 1.000 1.016 -- LMPIS Premier Selections All Cap Growth Subaccount (2/02)............................................. 2007 1.057 1.124 -- 2006 1.003 1.057 99,241 2005 0.962 1.003 100,359 2004 0.953 0.962 84,407 2003 0.723 0.953 -- 2002 1.007 0.723 -- 2001 1.000 1.007 -- Legg Mason Partners Variable Equity Trust LMPVET Aggressive Growth Subaccount (Class I) (2/02)............................................. 2007 1.101 1.097 7,712,562 2006 1.032 1.101 8,356,321 2005 0.942 1.032 7,532,695 2004 0.873 0.942 4,280,561 2003 0.661 0.873 320,535 2002 1.001 0.661 216,871 2001 1.000 1.001 --
A-13 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Appreciation Subaccount (Class I) (2/02).... 2007 1.238 1.317 6,385,287 2006 1.099 1.238 6,355,388 2005 1.074 1.099 6,100,306 2004 1.006 1.074 3,219,651 2003 0.823 1.006 301,268 2002 1.017 0.823 150,730 2001 1.000 1.017 -- LMPVET Appreciation Subaccount (Class II) (11/07).. 2007 1.152 1.149 121,747 LMPVET Capital and Income Subaccount (Class I) (4/07)............................................. 2007 1.225 1.228 2,007,080 LMPVET Capital and Income Subaccount (Class II) (2/04)............................................. 2007 1.105 1.143 421,155 2006 1.020 1.105 557,384 2005 0.997 1.020 566,640 2004 1.000 0.997 142,461 LMPVET Capital Subaccount (2/04)................... 2007 1.152 1.151 172,522 2006 1.033 1.152 174,980 2005 1.000 1.033 183,189 2004 1.000 1.000 75,446 LMPVET Dividend Strategy Subaccount (2/02)......... 2007 1.020 1.065 425,155 2006 0.882 1.020 478,557 2005 0.900 0.882 521,259 2004 0.887 0.900 399,585 2003 0.732 0.887 185,683 2002 1.009 0.732 186,448 2001 1.000 1.009 -- LMPVET Fundamental Value Subaccount (Class I) (2/02)............................................. 2007 1.336 1.327 6,052,809 2006 1.165 1.336 6,737,226 2005 1.134 1.165 6,390,231 2004 1.068 1.134 3,672,945 2003 0.785 1.068 138,029 2002 1.016 0.785 96,176 2001 1.000 1.016 -- LMPVET Global Equity Subaccount (2/04)............. 2007 1.213 1.248 341,333 2006 1.073 1.213 358,579 2005 1.026 1.073 342,927 2004 1.000 1.026 58,989
A-14 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET International All Cap Opportunity Subaccount (2/02)............................................. 2007 1.423 1.485 556,105 2006 1.152 1.423 604,078 2005 1.051 1.152 596,957 2004 0.909 1.051 246,040 2003 0.727 0.909 24,970 2002 1.000 0.727 16,692 2002 0.997 1.000 -- 2001 1.000 0.997 -- LMPVET Investors Subaccount (Class I) (4/07)....... 2007 1.291 1.263 164,647 LMPVET Large Cap Growth Subaccount (Class I) (5/02)............................................. 2007 1.109 1.146 426,833 2006 1.081 1.109 526,286 2005 1.047 1.081 578,542 2004 1.063 1.047 445,771 2003 0.734 1.063 7,128 2002 0.995 0.734 3,932 2001 1.000 0.995 -- LMPVET Lifestyle Allocation 50% Subaccount (2/02).. 2007 1.236 1.252 947,042 2006 1.164 1.236 967,907 2005 1.157 1.164 890,935 2004 1.096 1.157 436,460 2003 0.929 1.096 3,362 2002 1.012 0.929 3,316 2001 1.000 1.012 -- LMPVET Lifestyle Allocation 70% Subaccount (10/02)............................................ 2007 1.212 1.235 86,962 2006 1.135 1.212 87,834 2005 1.104 1.135 115,215 2004 1.035 1.104 55,891 2003 0.813 1.035 2,438 2002 1.011 0.813 2,444 2001 1.000 1.011 -- LMPVET Lifestyle Allocation 85% Subaccount (5/02).. 2007 1.229 1.246 66,494 2006 1.144 1.229 71,795 2005 1.100 1.144 85,145 2004 1.013 1.100 22,216 2003 0.755 1.013 -- 2002 1.008 0.755 -- 2001 1.000 1.008 --
A-15 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Mid Cap Core Subaccount (Class I) (2/02).... 2007 1.346 1.415 543,205 2006 1.195 1.346 553,372 2005 1.124 1.195 508,747 2004 1.038 1.124 231,571 2003 0.815 1.038 32,618 2002 1.027 0.815 7,852 2001 1.000 1.027 -- LMPVET Multiple Discipline Subaccount-Large Cap Growth and Value (2/04)............................ 2007 1.117 1.135 -- 2006 1.014 1.117 121,990 2005 0.998 1.014 177,059 2004 1.000 0.998 80,820 LMPVET Small Cap Growth Subaccount (Class I) (4/07)............................................. 2007 1.397 1.436 415,133 LMPVET Social Awareness Subaccount (4/02).......... 2007 1.062 1.156 160,248 2006 1.005 1.062 149,491 2005 0.982 1.005 207,911 2004 0.942 0.982 195,977 2003 0.745 0.942 8,238 2002 1.010 0.745 8,238 2001 1.000 1.010 -- Legg Mason Partners Variable Income Trust LMPVIT Adjustable Rate Income Subaccount (2/04).... 2007 1.018 1.012 173,766 2006 0.996 1.018 229,486 2005 0.992 0.996 547,773 2004 1.000 0.992 392,451 LMPVIT Government Subaccount (Class I) (2/02)...... 2007 1.088 1.095 2,065,433 2006 1.066 1.088 2,174,561 2005 1.070 1.066 2,088,879 2004 1.058 1.070 1,113,834 2003 1.071 1.058 373,309 2002 1.011 1.071 185,573 2001 1.000 1.011 -- LMPVIT High Income Subaccount (2/02)............... 2007 1.417 1.394 1,561,858 2006 1.301 1.417 1,775,375 2005 1.292 1.301 1,619,152 2004 1.192 1.292 947,512 2003 0.953 1.192 45,868 2002 1.004 0.953 21,504 2001 1.000 1.004 --
A-16 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVIT Money Market Subaccount (3/02).............. 2007 1.006 1.035 952,098 2006 0.980 1.006 1,161,331 2005 0.971 0.980 1,506,215 2004 0.981 0.971 930,200 2003 0.994 0.981 24,646 2002 1.000 0.994 14,481 Legg Mason Partners Variable Portfolios V LMPVPV Small Cap Growth Opportunities Subaccount (Class I) (3/02)................................... 2007 1.333 1.421 -- 2006 1.203 1.333 451,641 2005 1.169 1.203 308,987 2004 1.031 1.169 146,485 2003 0.740 1.031 -- 2002 1.014 0.740 -- 2001 1.000 1.014 -- Legg Mason Partners Variable Portfolios II LMPVPII Capital and Income Subaccount (5/05)....... 2007 1.171 1.230 -- 2006 1.073 1.171 2,103,309 2005 1.000 1.073 1,176,130 Legg Mason Partners Variable Portfolios III, Inc. LMPVPIII Large Cap Value Subaccount (5/02)......... 2007 1.238 1.300 -- 2006 1.067 1.238 198,066 2005 1.021 1.067 201,133 2004 0.941 1.021 121,128 2003 0.751 0.941 -- 2002 1.027 0.751 -- 2001 1.000 1.027 -- Met Investors Series Trust MIST BlackRock Large-Cap Core Subaccount (Class A) (4/06)............................................. 2007 1.248 1.308 -- 2006 1.181 1.248 5,213 MIST BlackRock Large-Cap Core Subaccount (Class E) (4/07)............................................. 2007 1.297 1.304 5,113 MIST Lord Abbett Bond Debenture Subaccount (Class A) (4/06).......................................... 2007 1.298 1.360 798,620 2006 1.241 1.298 895,852 MIST Lord Abbett Growth and Income Subaccount (Class B) (4/06)................................... 2007 1.074 1.093 352,745 2006 1.001 1.074 394,695 MIST Met/AIM Capital Appreciation Subaccount (Class E) (4/07) *........................................ 2007 1.141 1.188 251,384 MIST MFS(R) Research International Subaccount (Class B) (4/07) *................................. 2007 1.717 1.800 227,158
A-17 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- MIST Oppenheimer Capital Appreciation Subaccount (Class B) (4/06)................................... 2007 1.006 1.128 450,004 2006 0.994 1.006 391,836 MIST Pioneer Strategic Income Subaccount (Class A) (4/06)............................................. 2007 1.134 1.187 2,350,665 2006 1.097 1.134 2,524,024 MIST Third Avenue Small Cap Value Subaccount (Class B) (4/07) *........................................ 2007 1.862 1.696 816,269 Metropolitan Series Fund, Inc. MSF BlackRock Aggressive Growth Subaccount (Class D) (4/06).......................................... 2007 0.811 0.959 370,385 2006 0.833 0.811 421,407 MSF BlackRock Bond Income Subaccount (Class E) (4/06)............................................. 2007 1.102 1.148 1,126,150 2006 1.064 1.102 1,260,190 MSF Capital Guardian U.S. Equity Subaccount (Class B) (4/07) *........................................ 2007 1.138 1.074 307,696 MSF MFS(R) Total Return Subaccount (Class F) (4/06)............................................. 2007 1.321 1.350 2,263,684 2006 1.238 1.321 2,404,225 MSF T. Rowe Price Large Cap Growth Subaccount (Class B) (4/06) *................................. 2007 1.067 1.142 267,056 2006 0.998 1.067 256,247 MSF Western Asset Management U.S. Government Subaccount (Class A) (4/06) *...................... 2007 1.002 1.028 343,195 2006 0.970 1.002 484,312 Oppenheimer Variable Account Funds Oppenheimer Capital Appreciation Subaccount/VA (Service Shares) (4/02)............................ 2006 0.987 1.031 -- 2005 0.959 0.987 364,731 2004 0.917 0.959 219,546 2003 0.715 0.917 2,996 2002 1.000 0.715 -- Oppenheimer Main Street/VA Subaccount ( Service Shares) (7/02)..................................... 2006 1.093 1.154 -- 2005 1.053 1.093 301,029 2004 0.984 1.053 174,458 2003 0.793 0.984 11,371 2002 1.000 0.793 11,239
A-18 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Pioneer Variable Contracts Trust Pioneer Fund VCT Subaccount (Class II) (7/02)...... 2007 1.234 1.269 282,906 2006 1.081 1.234 318,450 2005 1.040 1.081 287,728 2004 0.956 1.040 112,612 2003 0.789 0.956 20,592 2002 1.000 0.789 -- Pioneer Mid Cap Value VCT Subaccount (Class II) (4/02)............................................. 2007 1.633 1.688 895,816 2006 1.482 1.633 969,085 2005 1.403 1.482 933,821 2004 1.175 1.403 294,695 2003 0.873 1.175 19,751 2002 1.000 0.873 19,890 Putnam Variable Trust Putnam VT International Equity Subaccount (Class IB) (8/02)......................................... 2007 1.596 1.726 -- 2006 1.274 1.596 187,911 2005 1.157 1.274 114,947 2004 1.015 1.157 101,688 2003 0.805 1.015 -- 2002 1.000 0.805 -- Putnam VT Small Cap Value Subaccount (Class IB) (5/02)............................................. 2007 1.771 1.889 -- 2006 1.539 1.771 913,185 2005 1.465 1.539 816,143 2004 1.183 1.465 205,603 2003 0.806 1.183 32,632 2002 1.000 0.806 30,261 The Travelers Series Trust Travelers Convertible Securities Subaccount (3/02)............................................. 2006 1.165 1.241 -- 2005 1.183 1.165 702,143 2004 1.135 1.183 319,270 2003 0.916 1.135 2,073 2002 1.000 0.916 -- Travelers Managed Income Subaccount (3/02)......... 2006 1.075 1.064 -- 2005 1.081 1.075 1,363,245 2004 1.071 1.081 923,519 2003 1.007 1.071 35,241 2002 1.000 1.007 5,025
A-19 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Travelers Mercury Large Cap Core Subaccount (2/02)............................................. 2006 1.114 1.181 -- 2005 1.013 1.114 5,610 2004 0.891 1.013 29,057 2003 0.749 0.891 32,180 2002 1.020 0.749 6,523 2001 1.000 1.020 -- Travelers MFS(R) Mid Cap Growth Subaccount (4/02).. 2006 0.788 0.833 -- 2005 0.779 0.788 450,317 2004 0.696 0.779 290,136 2003 0.517 0.696 -- 2002 1.031 0.517 -- 2001 1.000 1.031 -- Travelers MFS(R) Total Return Subaccount (2/02).... 2006 1.201 1.238 -- 2005 1.189 1.201 2,172,182 2004 1.087 1.189 915,568 2003 0.951 1.087 114,345 2002 1.023 0.951 42,663 2001 1.000 1.023 -- Travelers Pioneer Strategic Income Subaccount (2/04)............................................. 2006 1.087 1.097 -- 2005 1.069 1.087 2,444,255 2004 1.000 1.069 1,228,205 Travelers U.S. Government Securities Subaccount (5/05)............................................. 2006 1.008 0.970 -- 2005 1.004 1.008 238,562 Universal Institutional Funds, Inc. UIF Equity and Income Subaccount (Class II) (5/03)............................................. 2006 1.335 1.474 3,767,295 2005 1.267 1.335 3,140,206 2004 1.158 1.267 774,400 2003 1.000 1.158 -- UIF U.S. Real Estate Securities Subaccount (Class I) (5/05).......................................... 2006 1.171 1.587 938,458 2005 1.019 1.171 427,330 Van Kampen Life Investment Trust Van Kampen LIT Comstock Subaccount (Class II) (2/02)............................................. 2007 1.386 1.328 4,217,413 2006 1.218 1.386 4,369,683 2005 1.192 1.218 3,821,493 2004 1.034 1.192 1,623,320 2003 0.806 1.034 144,654 2002 1.020 0.806 155,076 2001 1.000 1.020 --
A-20 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Van Kampen LIT Growth and Income Subaccount (Class II) (3/02)......................................... 2007 1.464 1.473 2,189,792 2006 1.287 1.464 2,362,101 2005 1.195 1.287 1,889,263 2004 1.067 1.195 889,669 2003 0.852 1.067 152,148 2002 1.019 0.852 144,121 2001 1.000 1.019 -- Van Kampen LIT Strategic Growth Subaccount (Class II) (2/02)......................................... 2007 0.917 1.050 1,445,272 2006 0.911 0.917 1,594,820 2005 0.863 0.911 1,477,962 2004 0.823 0.863 592,605 2003 0.660 0.823 100,020 2002 1.000 0.660 99,270
* We are currently waiving a portion of the Mortality and Expense Risk charge for this Subaccount. Please see "Fee Table -- Annual Separate Account Charges" for more information. The date next to each funding option name reflects the date money first came into the funding option through the Separate Account. Funding options not listed above had no amounts allocated to them or were not available as of December 31, 2007. Number of Units Outstanding at the end of the year may include units for Contracts in payout phase. Variable Funding Option mergers and substitutions that occurred between January 1, 2005 and December 31, 2007 are displayed below. Please see Appendix C for more information on Variable Funding Option mergers, substitutions and other changes. Effective on or about 05/01/2006, AIM Variable Insurance Fund-AIM VI Premier Equity Fund merged into AIM Variable Insurance Fund-AIM VI Core Equity Fund and is no longer available as a funding option. Effective on or about 05/01/2006, Oppenheimer Variable Account Funds-Oppenheimer Capital Appreciation Fund/VA was replaced by Met Investors Series Trust- Oppenheimer Capital Appreciation Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, Oppenheimer Variable Account Funds-Oppenheimer Main Street Fund/VA was replaced by Met Investors Series Trust-Lord Abbett Growth and Income Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-Convertible Securities Portfolio merged into Met Investors Series Trust-Lord Abbett Bond Debenture Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-Mercury Large Cap Core Portfolio merged into Met Investors Series Trust-Mercury Large-Cap Core Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-MFS(R) Mid Cap Growth Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Aggressive Growth Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-MFS(R) Total Return Portfolio merged into Metropolitan Series Fund, Inc.-MFS(R) Total Return Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-Pioneer Strategic Income Portfolio merged into Met Investors Series Trust-Pioneer Strategic Income Portfolio and is no longer available as a funding option. A-21 Effective on or about 05/01/2006, The Travelers Series Trust-Travelers Managed Income Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Bond Income Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-U.S. Government Securities Portfolio merged into Metropolitan Series Fund, Inc.-Western Asset Management U.S. Government Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, Variable Insurance Products Fund-VIP Growth Portfolio was replaced by Metropolitan Series Fund, Inc.-T. Rowe Price Large Cap Growth Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, AIM Variable Insurance Funds-AIM V.I. Capital Appreciation Fund was replaced by Met Investors Series Trust-Met/AIM Capital Appreciation Portfolio Class E and is no longer available as a funding option. Effective on or about 04/30/2007, AIM Variable Insurance Funds-AIM V.I. Core Equity Fund was replaced by Metropolitan Series Fund, Inc.-Capital Guardian U.S. Equity Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Investment Series-Legg Mason Partners Variable Growth and Income Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Appreciation Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Investment Series-Legg Mason Partners Variable Premier Selections All Cap Growth Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Aggressive Growth Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios V-Legg Mason Partners Variable Small Cap Growth Opportunities Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Small Cap Growth Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios III, Inc.-Legg Mason Partners Variable Large Cap Value Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Investors Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios II- Legg Mason Partners Variable Capital and Income Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Capital and Income Portfolio (Class I) and is no longer available as a funding option. Effective on or about 04/30/2007, Met Investors Series Trust-BlackRock Large-Cap Core Portfolio -- Class A was exchanged for Met Investors Series Trust-BlackRock Large-Cap Core Portfolio -- Class E and is no longer available as a funding option. Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT International Equity Fund was replaced by Met Investors Series Trust-MFS(R) Research International Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT Small Cap Value Fund was replaced by Met Investors Series Trust-Third Avenue Small Cap Value Portfolio and is no longer available as a funding option. Effective on or about 11/12/2007, Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Multiple Discipline Portfolio -- Large Cap Growth and Value merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Appreciation Portfolio and is no longer available as a funding option. A-22 APPENDIX B - -------------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION FOR METLIFE OF CT SEPARATE ACCOUNT PF II FOR VARIABLE ANNUITIES ACCUMULATION UNIT VALUES (IN DOLLARS) The following Accumulation Unit Value ("AUV") information should be read in conjunction with the Separate Account's audited financial statement and notes, which are included in the Statement of Additional Information ("SAI"). The first table provides the AUV information for the MINIMUM Separate Account Charge available under the contract. The second table provides the AUV information for the MAXIMUM Separate Account Charge available under the contract. Please refer to the Fee Table section of this prospectus for more information on Separate Account Charges. PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65%
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- AIM Variable Insurance Funds AIM V.I. Capital Appreciation Subaccount (Series II) (1/02)......................................... 2007 1.099 1.171 -- 2006 1.053 1.099 1,154,270 2005 0.986 1.053 1,092,486 2004 0.943 0.986 1,077,607 2003 0.742 0.943 761,864 2002 1.000 0.742 381,270 AIM V.I. Core Equity Subaccount (Series II) (4/06)............................................. 2007 1.078 1.153 -- 2006 1.000 1.078 1,418,171 AIM V.I. Premier Equity Subaccount (Series II) (1/02)............................................. 2006 0.904 0.948 -- 2005 0.872 0.904 1,299,525 2004 0.840 0.872 1,085,405 2003 0.684 0.840 932,004 2002 1.000 0.684 607,232 AllianceBernstein Variable Products Series Fund, Inc. AllianceBernstein Global Technology Subaccount (Class B) (1/02)................................... 2007 0.894 1.054 1,902,685 2006 0.839 0.894 1,414,842 2005 0.822 0.839 1,620,215 2004 0.796 0.822 1,559,555 2003 0.563 0.796 1,174,255 2002 1.000 0.563 267,834 AllianceBernstein Large-Cap Growth Subaccount (Class B) (1/02)................................... 2006 0.991 0.969 1,394,296 2005 0.877 0.991 1,203,723 2004 0.823 0.877 1,223,901 2003 0.678 0.823 949,919 2002 1.000 0.678 319,132
B-1 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- American Funds Insurance Series American Funds Global Growth Subaccount (Class 2) (6/03)............................................. 2007 1.919 2.168 9,634,666 2006 1.620 1.919 7,432,127 2005 1.444 1.620 4,389,212 2004 1.293 1.444 2,257,467 2003 1.072 1.293 575,003 American Funds Growth Subaccount (Class 2) (6/03).. 2007 1.709 1.888 23,383,210 2006 1.576 1.709 22,394,851 2005 1.379 1.576 16,387,765 2004 1.246 1.379 7,513,013 2003 1.113 1.246 1,844,532 American Funds Growth-Income Subaccount (Class 2) (6/03)............................................. 2007 1.602 1.655 18,941,101 2006 1.414 1.602 18,427,635 2005 1.358 1.414 15,653,534 2004 1.251 1.358 8,585,788 2003 1.080 1.251 2,201,925 Fidelity(R) Variable Insurance Products VIP Equity -- Income Subaccount (Service Class 2) (1/02)............................................. 2007 1.395 1.389 9,224,621 2006 1.182 1.395 6,336,386 2005 1.139 1.182 5,931,580 2004 1.041 1.139 5,062,464 2003 0.814 1.041 3,432,360 2002 1.000 0.814 1,858,184 VIP Growth Subaccount (Service Class 2) (1/02)..... 2007 0.974 0.974 -- 2006 0.935 0.974 -- 2005 0.901 0.935 2,575,619 2004 0.888 0.901 2,119,684 2003 0.681 0.888 1,596,479 2002 1.000 0.681 868,137 VIP Mid Cap Subaccount (Service Class 2) (1/02).... 2007 1.908 2.165 13,842,765 2006 1.726 1.908 13,521,062 2005 1.487 1.726 11,040,201 2004 1.212 1.487 6,568,572 2003 0.892 1.212 2,848,282 2002 1.000 0.892 1,430,300
B-2 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Franklin Templeton Variable Insurance Products Trust FTVIPT Mutual Shares Securities Subaccount (Class 2) (1/02).......................................... 2006 1.288 1.500 36,284,203 2005 1.184 1.288 30,290,245 2004 1.069 1.184 16,331,713 2003 0.868 1.069 7,568,125 2002 1.000 0.868 1,962,284 FTVIPT Templeton Growth Securities Subaccount (Class 2) (1/02)................................... 2006 1.271 1.523 18,297,244 2005 1.187 1.271 15,288,996 2004 1.040 1.187 9,039,659 2003 0.800 1.040 4,994,641 2002 1.000 0.800 2,095,522 Legg Mason Partners Investment Series LMPIS Growth and Income Subaccount (2/02).......... 2007 1.199 1.255 3 2006 1.084 1.199 21,713,916 2005 1.061 1.084 24,074,224 2004 0.997 1.061 24,352,581 2003 0.778 0.997 17,476,253 2002 1.016 0.778 8,370,704 2001 1.000 1.016 -- LMPIS Premier Selections All Cap Growth Subaccount (2/02)............................................. 2007 1.070 1.139 5 2006 1.014 1.070 1,260,889 2005 0.969 1.014 1,390,977 2004 0.958 0.969 1,488,652 2003 0.725 0.958 884,681 2002 1.007 0.725 388,569 2001 1.000 1.007 -- Legg Mason Partners Variable Equity Trust LMPVET Aggressive Growth Subaccount (Class I) (2/02)............................................. 2007 1.115 1.113 177,957,534 2006 1.042 1.115 194,859,317 2005 0.949 1.042 198,614,689 2004 0.877 0.949 178,313,906 2003 0.663 0.877 115,850,423 2002 1.001 0.663 53,566,170 2001 1.000 1.001 --
B-3 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Appreciation Subaccount (Class I) (2/02).... 2007 1.253 1.337 151,394,781 2006 1.110 1.253 149,172,572 2005 1.082 1.110 155,142,727 2004 1.011 1.082 137,920,833 2003 0.825 1.011 88,035,333 2002 1.017 0.825 35,777,863 2001 1.000 1.017 -- LMPVET Appreciation Subaccount (Class II) (11/07).. 2007 1.163 1.161 664,261 LMPVET Capital and Income Subaccount (Class I) (4/07)............................................. 2007 1.231 1.236 22,927,970 LMPVET Capital and Income Subaccount (Class II) (3/04)............................................. 2007 1.113 1.154 6,061,734 2006 1.024 1.113 3,630,658 2005 0.999 1.024 3,626,249 2004 0.963 0.999 1,898,313 LMPVET Capital Subaccount (3/04)................... 2007 1.160 1.162 2,944,542 2006 1.038 1.160 3,264,696 2005 1.003 1.038 3,362,905 2004 0.997 1.003 2,153,379 LMPVET Dividend Strategy Subaccount (2/02)......... 2007 1.033 1.082 12,473,021 2006 0.890 1.033 13,714,100 2005 0.907 0.890 15,088,397 2004 0.892 0.907 13,921,645 2003 0.734 0.892 12,898,299 2002 1.009 0.734 8,588,329 2001 1.000 1.009 -- LMPVET Fundamental Value Subaccount (Class I) (2/02)............................................. 2007 1.353 1.347 147,235,109 2006 1.177 1.353 163,498,411 2005 1.142 1.177 174,576,320 2004 1.073 1.142 160,011,735 2003 0.787 1.073 107,576,060 2002 1.016 0.787 51,708,377 2001 1.000 1.016 -- LMPVET Global Equity Subaccount (2/04)............. 2007 1.222 1.260 2,101,232 2006 1.078 1.222 2,058,227 2005 1.029 1.078 1,942,557 2004 0.987 1.029 971,238
B-4 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET International All Cap Opportunity Subaccount (2/02)............................................. 2007 1.441 1.507 6,372,158 2006 1.164 1.441 6,986,401 2005 1.059 1.164 7,358,772 2004 0.913 1.059 6,739,520 2003 0.729 0.913 4,907,935 2002 0.997 0.729 2,163,754 2001 1.000 0.997 -- LMPVET Investors Subaccount (Class I) (4/07)....... 2007 1.308 1.282 4,911,162 LMPVET Large Cap Growth Subaccount (Class I) (2/02)............................................. 2007 1.123 1.163 14,485,013 2006 1.092 1.123 16,323,187 2005 1.055 1.092 17,343,718 2004 1.069 1.055 17,325,882 2003 0.736 1.069 11,429,389 2002 0.995 0.736 3,199,210 2001 1.000 0.995 -- LMPVET Lifestyle Allocation 50% Subaccount (2/02).. 2007 1.252 1.271 24,073,684 2006 1.176 1.252 26,545,866 2005 1.166 1.176 29,448,631 2004 1.102 1.166 27,808,469 2003 0.931 1.102 18,990,148 2002 1.012 0.931 9,889,468 2001 1.000 1.012 -- LMPVET Lifestyle Allocation 70% Subaccount (2/02).. 2007 1.227 1.253 4,257,583 2006 1.146 1.227 3,895,427 2005 1.112 1.146 4,282,070 2004 1.041 1.112 4,445,270 2003 0.815 1.041 3,599,500 2002 1.011 0.815 2,042,002 2001 1.000 1.011 -- LMPVET Lifestyle Allocation 85% Subaccount (3/02).. 2007 1.245 1.265 2,218,189 2006 1.156 1.245 2,040,378 2005 1.108 1.156 2,298,313 2004 1.018 1.108 2,060,321 2003 0.756 1.018 1,169,683 2002 1.009 0.756 466,499 2001 1.000 1.009 --
B-5 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Mid Cap Core Subaccount (Class I) (2/02).... 2007 1.363 1.436 15,740,579 2006 1.207 1.363 17,120,209 2005 1.133 1.207 18,819,813 2004 1.043 1.133 18,624,981 2003 0.817 1.043 15,085,591 2002 1.027 0.817 7,958,407 2001 1.000 1.027 -- LMPVET Multiple Discipline Subaccount-Large Cap Growth and Value (4/04)............................ 2007 1.125 1.145 -- 2006 1.018 1.125 710,153 2005 1.000 1.018 812,122 2004 0.982 1.000 687,609 LMPVET Small Cap Growth Subaccount (Class I) (4/07)............................................. 2007 1.416 1.458 4,926,001 LMPVET Social Awareness Subaccount (2/02).......... 2007 1.076 1.174 6,536,615 2006 1.016 1.076 7,140,102 2005 0.989 1.016 8,196,156 2004 0.947 0.989 8,618,425 2003 0.747 0.947 6,309,864 2002 1.010 0.747 3,231,899 2001 1.000 1.010 -- Legg Mason Partners Variable Income Trust LMPVIT Adjustable Rate Income Subaccount (2/04).... 2007 1.025 1.022 2,145,107 2006 1.001 1.025 2,454,655 2005 0.994 1.001 2,641,727 2004 1.000 0.994 1,103,173 LMPVIT Government Subaccount (Class I) (2/02)...... 2007 1.102 1.112 56,673,958 2006 1.076 1.102 62,666,727 2005 1.078 1.076 68,499,731 2004 1.063 1.078 68,341,140 2003 1.073 1.063 63,462,120 2002 1.011 1.073 36,659,033 2001 1.000 1.011 -- LMPVIT High Income Subaccount (2/02)............... 2007 1.435 1.416 31,738,874 2006 1.314 1.435 33,590,399 2005 1.302 1.314 35,168,444 2004 1.199 1.302 29,278,952 2003 0.956 1.199 16,909,642 2002 1.004 0.956 5,535,785 2001 1.000 1.004 --
B-6 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVIT Money Market Subaccount (2/02).............. 2007 1.019 1.051 23,817,176 2006 0.990 1.019 27,994,003 2005 0.979 0.990 34,665,549 2004 0.986 0.979 39,228,751 2003 0.996 0.986 34,695,987 2002 1.000 0.996 27,866,936 Legg Mason Partners Variable Portfolios V LMPVPV Small Cap Growth Opportunities Subaccount (Class I) (2/02)................................... 2007 1.350 1.440 12 2006 1.215 1.350 5,306,600 2005 1.178 1.215 4,909,438 2004 1.036 1.178 4,782,328 2003 0.742 1.036 3,203,973 2002 1.014 0.742 1,595,685 2001 1.000 1.014 -- Legg Mason Partners Variable Portfolios II LMPVPII Capital and Income Subaccount (5/05)....... 2007 1.176 1.236 -- 2006 1.075 1.176 26,099,559 2005 1.000 1.075 18,327,731 Legg Mason Partners Variable Portfolios III, Inc. LMPVPIII Large Cap Value Subaccount (2/02)......... 2007 1.254 1.318 -- 2006 1.078 1.254 5,409,449 2005 1.029 1.078 5,473,119 2004 0.946 1.029 4,853,022 2003 0.753 0.946 4,042,327 2002 1.027 0.753 1,545,399 2001 1.000 1.027 -- Met Investors Series Trust MIST BlackRock Large-Cap Core Subaccount (Class A) (4/06)............................................. 2007 1.264 1.325 -- 2006 1.194 1.264 2,563,110 MIST BlackRock Large-Cap Core Subaccount (Class E) (4/07)............................................. 2007 1.314 1.324 2,130,798 MIST Lord Abbett Bond Debenture Subaccount (Class A) (4/06).......................................... 2007 1.314 1.381 16,219,213 2006 1.254 1.314 16,621,877 MIST Lord Abbett Growth and Income Subaccount (Class B) (4/06)................................... 2007 1.075 1.097 6,114,878 2006 1.001 1.075 6,661,735 MIST Met/AIM Capital Appreciation Subaccount (Class E) (4/07) *........................................ 2007 1.156 1.206 1,089,336 MIST MFS(R) Research International Subaccount (Class B) (4/07) *................................. 2007 1.740 1.827 5,098,227
B-7 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- MIST Oppenheimer Capital Appreciation Subaccount (Class B) (4/06)................................... 2007 1.008 1.133 5,549,460 2006 0.994 1.008 5,375,003 MIST Pioneer Strategic Income Subaccount (Class A) (4/06)............................................. 2007 1.142 1.198 33,507,295 2006 1.103 1.142 32,547,006 MIST Third Avenue Small Cap Value Subaccount (Class B) (4/07) *........................................ 2007 1.887 1.722 8,597,958 Metropolitan Series Fund, Inc. MSF BlackRock Aggressive Growth Subaccount (Class D) (4/06).......................................... 2007 0.822 0.973 6,209,203 2006 0.842 0.822 6,012,058 MSF BlackRock Bond Income Subaccount (Class E) (4/06)............................................. 2007 1.116 1.165 29,984,247 2006 1.076 1.116 33,211,682 MSF Capital Guardian U.S. Equity Subaccount (Class B) (4/07) *........................................ 2007 1.141 1.079 1,529,138 MSF MFS(R) Total Return Subaccount (Class F) (4/06)............................................. 2007 1.338 1.371 61,481,865 2006 1.252 1.338 65,891,290 MSF T. Rowe Price Large Cap Growth Subaccount (Class B) (4/06) *................................. 2007 1.068 1.147 2,749,497 2006 0.998 1.068 2,763,617 MSF Western Asset Management U.S. Government Subaccount (Class A) (4/06) *...................... 2007 1.006 1.035 7,584,908 2006 0.973 1.006 7,266,256 Oppenheimer Variable Account Funds Oppenheimer Capital Appreciation Subaccount/VA (Service Shares) (1/02)............................ 2006 0.997 1.042 -- 2005 0.966 0.997 5,379,839 2004 0.922 0.966 5,141,151 2003 0.717 0.922 4,008,783 2002 1.000 0.717 1,764,279 Oppenheimer Main Street/VA Subaccount ( Service Shares) (1/02)..................................... 2006 1.104 1.166 -- 2005 1.061 1.104 6,413,447 2004 0.989 1.061 6,508,028 2003 0.795 0.989 5,471,650 2002 1.000 0.795 2,403,025
B-8 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Pioneer Variable Contracts Trust Pioneer Fund VCT Subaccount (Class II) (1/02)...... 2007 1.250 1.288 2,069,782 2006 1.092 1.250 2,178,405 2005 1.048 1.092 2,162,951 2004 0.960 1.048 1,995,491 2003 0.791 0.960 1,358,575 2002 1.000 0.791 639,742 Pioneer Mid Cap Value VCT Subaccount (Class II) (1/02)............................................. 2007 1.653 1.713 13,342,882 2006 1.497 1.653 12,464,001 2005 1.414 1.497 11,632,085 2004 1.180 1.414 6,608,509 2003 0.875 1.180 3,512,972 2002 1.000 0.875 1,786,015 Putnam Variable Trust Putnam VT International Equity Subaccount (Class IB) (1/02)......................................... 2007 1.616 1.750 -- 2006 1.287 1.616 3,365,097 2005 1.166 1.287 2,744,099 2004 1.020 1.166 2,190,698 2003 0.807 1.020 1,815,234 2002 1.000 0.807 922,947 Putnam VT Small Cap Value Subaccount (Class IB) (1/02)............................................. 2007 1.793 1.915 -- 2006 1.554 1.793 9,862,779 2005 1.476 1.554 8,606,888 2004 1.189 1.476 6,176,092 2003 0.808 1.189 3,503,133 2002 1.000 0.808 1,871,036 The Travelers Series Trust Travelers Convertible Securities Subaccount (1/02)............................................. 2006 1.177 1.254 -- 2005 1.192 1.177 18,097,453 2004 1.140 1.192 18,257,454 2003 0.918 1.140 10,471,039 2002 1.000 0.918 3,886,675 Travelers Managed Income Subaccount (1/02)......... 2006 1.086 1.076 -- 2005 1.089 1.086 37,926,777 2004 1.077 1.089 37,028,523 2003 1.009 1.077 27,700,968 2002 1.000 1.009 8,413,347
B-9 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Travelers Mercury Large Cap Core Subaccount (2/02)............................................. 2006 1.125 1.194 -- 2005 1.021 1.125 2,898,122 2004 0.895 1.021 3,462,259 2003 0.751 0.895 3,278,969 2002 1.020 0.751 2,035,876 2001 1.000 1.020 -- Travelers MFS(R) Mid Cap Growth Subaccount (2/02).. 2006 0.796 0.842 -- 2005 0.785 0.796 6,679,817 2004 0.699 0.785 6,450,235 2003 0.519 0.699 5,024,422 2002 1.031 0.519 2,513,043 2001 1.000 1.031 -- Travelers MFS(R) Total Return Subaccount (2/02).... 2006 1.213 1.252 -- 2005 1.198 1.213 69,127,365 2004 1.092 1.198 61,658,986 2003 0.953 1.092 44,157,745 2002 1.023 0.953 20,349,095 2001 1.000 1.023 -- Travelers Pioneer Strategic Income Subaccount (2/04)............................................. 2006 1.092 1.103 -- 2005 1.071 1.092 25,963,992 2004 1.000 1.071 6,291,670 Travelers U.S. Government Securities Subaccount (5/05)............................................. 2006 1.009 0.973 -- 2005 1.000 1.009 4,028,431 Universal Institutional Funds, Inc. UIF Equity and Income Subaccount (Class II) (5/03)............................................. 2006 1.343 1.488 92,881,762 2005 1.272 1.343 87,670,300 2004 1.159 1.272 51,520,513 2003 1.016 1.159 14,602,910 UIF U.S. Real Estate Securities Subaccount (Class I) (5/05).......................................... 2006 1.173 1.593 11,702,824 2005 1.000 1.173 5,692,305 Van Kampen Life Investment Trust Van Kampen LIT Comstock Subaccount (Class II) (2/02)............................................. 2007 1.404 1.349 77,058,816 2006 1.230 1.404 83,510,128 2005 1.201 1.230 83,415,232 2004 1.040 1.201 66,370,502 2003 0.808 1.040 46,233,542 2002 1.020 0.808 24,650,743 2001 1.000 1.020 --
B-10 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.65% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Van Kampen LIT Growth and Income Subaccount (Class II) (2/02)......................................... 2007 1.483 1.495 45,026,293 2006 1.300 1.483 48,745,625 2005 1.204 1.300 49,977,234 2004 1.073 1.204 43,119,673 2003 0.854 1.073 35,159,389 2002 1.019 0.854 18,418,400 2001 1.000 1.019 -- Van Kampen LIT Strategic Growth Subaccount (Class II) (2/02)......................................... 2007 0.929 1.066 17,921,154 2006 0.920 0.929 20,410,232 2005 0.869 0.920 21,465,513 2004 0.827 0.869 20,850,171 2003 0.662 0.827 16,621,436 2002 1.000 0.662 9,580,394
PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90%
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- AIM Variable Insurance Funds AIM V.I. Capital Appreciation Subaccount (Series II) (1/02)......................................... 2007 1.085 1.155 -- 2006 1.043 1.085 202,327 2005 0.979 1.043 240,175 2004 0.938 0.979 229,571 2003 0.740 0.938 192,718 2002 1.000 0.740 36,499 AIM V.I. Core Equity Subaccount (Series II) (4/06)............................................. 2007 1.076 1.151 -- 2006 1.000 1.076 325,682 AIM V.I. Premier Equity Subaccount (Series II) (1/02)............................................. 2006 0.895 0.938 -- 2005 0.865 0.895 313,864 2004 0.836 0.865 309,789 2003 0.682 0.836 197,321 2002 1.000 0.682 46,815 AllianceBernstein Variable Products Series Fund, Inc. AllianceBernstein Global Technology Subaccount (Class B) (1/02)................................... 2007 0.883 1.039 349,598 2006 0.830 0.883 278,723 2005 0.816 0.830 247,051 2004 0.792 0.816 221,396 2003 0.561 0.792 224,735 2002 1.000 0.561 91,138
B-11 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- AllianceBernstein Large-Cap Growth Subaccount (Class B) (1/02)................................... 2006 0.981 0.957 81,353 2005 0.871 0.981 81,689 2004 0.819 0.871 84,080 2003 0.677 0.819 75,228 2002 1.000 0.677 37,120 American Funds Insurance Series American Funds Global Growth Subaccount (Class 2) (6/03)............................................. 2007 1.902 2.143 1,449,206 2006 1.610 1.902 1,223,211 2005 1.438 1.610 911,024 2004 1.291 1.438 385,385 2003 1.071 1.291 29,570 American Funds Growth Subaccount (Class 2) (6/03).. 2007 1.693 1.866 3,398,636 2006 1.566 1.693 3,265,214 2005 1.373 1.566 3,085,691 2004 1.244 1.373 1,392,278 2003 1.112 1.244 282,597 American Funds Growth-Income Subaccount (Class 2) (6/03)............................................. 2007 1.588 1.636 2,876,487 2006 1.405 1.588 2,805,399 2005 1.353 1.405 2,590,211 2004 1.249 1.353 1,014,630 2003 1.080 1.249 173,814 Fidelity(R) Variable Insurance Products VIP Equity -- Income Subaccount (Service Class 2) (1/02)............................................. 2007 1.378 1.369 1,189,438 2006 1.171 1.378 1,270,069 2005 1.130 1.171 1,248,723 2004 1.035 1.130 823,033 2003 0.812 1.035 621,111 2002 1.000 0.812 290,414 VIP Growth Subaccount (Service Class 2) (1/02)..... 2007 0.963 0.963 -- 2006 0.926 0.963 -- 2005 0.894 0.926 859,177 2004 0.884 0.894 564,171 2003 0.680 0.884 382,481 2002 1.000 0.680 239,307 VIP Mid Cap Subaccount (Service Class 2) (1/02).... 2007 1.885 2.133 1,922,112 2006 1.709 1.885 1,910,023 2005 1.476 1.709 1,624,818 2004 1.206 1.476 833,326 2003 0.889 1.206 272,951 2002 1.000 0.889 183,898
B-12 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Franklin Templeton Variable Insurance Products Trust FTVIPT Mutual Shares Securities Subaccount (Class 2) (1/02).......................................... 2006 1.275 1.481 4,395,309 2005 1.175 1.275 3,986,065 2004 1.063 1.175 1,875,066 2003 0.866 1.063 896,114 2002 1.000 0.866 236,332 FTVIPT Templeton Growth Securities Subaccount (Class 2) (1/02)................................... 2006 1.259 1.505 1,996,610 2005 1.178 1.259 1,560,387 2004 1.035 1.178 1,251,578 2003 0.798 1.035 618,235 2002 1.000 0.798 308,000 Legg Mason Partners Investment Series LMPIS Growth and Income Subaccount (2/02).......... 2007 1.184 1.238 -- 2006 1.073 1.184 3,985,595 2005 1.053 1.073 4,517,515 2004 0.992 1.053 4,201,219 2003 0.776 0.992 3,045,686 2002 1.016 0.776 904,823 2001 1.000 1.016 -- LMPIS Premier Selections All Cap Growth Subaccount (2/02)............................................. 2007 1.057 1.124 -- 2006 1.003 1.057 319,586 2005 0.962 1.003 496,279 2004 0.953 0.962 359,780 2003 0.723 0.953 206,672 2002 1.007 0.723 65,709 2001 1.000 1.007 -- Legg Mason Partners Variable Equity Trust LMPVET Aggressive Growth Subaccount (Class I) (2/02)............................................. 2007 1.101 1.097 24,024,831 2006 1.032 1.101 25,641,545 2005 0.942 1.032 27,286,660 2004 0.873 0.942 24,370,479 2003 0.661 0.873 16,197,046 2002 1.001 0.661 6,443,339 2001 1.000 1.001 --
B-13 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Appreciation Subaccount (Class I) (2/02).... 2007 1.238 1.317 22,171,575 2006 1.099 1.238 21,411,414 2005 1.074 1.099 24,423,541 2004 1.006 1.074 20,966,180 2003 0.823 1.006 13,856,750 2002 1.017 0.823 4,867,753 2001 1.000 1.017 -- LMPVET Appreciation Subaccount (Class II) (11/07).. 2007 1.152 1.149 534,540 LMPVET Capital and Income Subaccount (Class I) (4/07)............................................. 2007 1.225 1.228 2,916,880 LMPVET Capital and Income Subaccount (Class II) (3/04)............................................. 2007 1.105 1.143 869,790 2006 1.020 1.105 401,282 2005 0.997 1.020 578,376 2004 0.962 0.997 316,002 LMPVET Capital Subaccount (3/04)................... 2007 1.152 1.151 551,771 2006 1.033 1.152 645,523 2005 1.000 1.033 594,595 2004 0.997 1.000 424,410 LMPVET Dividend Strategy Subaccount (2/02)......... 2007 1.020 1.065 1,960,077 2006 0.882 1.020 2,153,520 2005 0.900 0.882 2,133,013 2004 0.887 0.900 1,847,010 2003 0.732 0.887 1,685,023 2002 1.009 0.732 864,150 2001 1.000 1.009 -- LMPVET Fundamental Value Subaccount (Class I) (2/02)............................................. 2007 1.336 1.327 20,359,324 2006 1.165 1.336 22,402,759 2005 1.134 1.165 25,071,566 2004 1.068 1.134 22,496,777 2003 0.785 1.068 15,231,228 2002 1.016 0.785 6,510,825 2001 1.000 1.016 -- LMPVET Global Equity Subaccount (2/04)............. 2007 1.213 1.248 357,203 2006 1.073 1.213 341,381 2005 1.026 1.073 443,186 2004 0.987 1.026 287,731
B-14 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET International All Cap Opportunity Subaccount (2/02)............................................. 2007 1.423 1.485 1,215,949 2006 1.152 1.423 1,237,657 2005 1.051 1.152 1,370,936 2004 0.909 1.051 1,352,374 2003 0.727 0.909 915,183 2002 1.000 0.727 444,810 2002 0.997 1.000 -- 2001 1.000 0.997 -- LMPVET Investors Subaccount (Class I) (4/07)....... 2007 1.291 1.263 648,748 LMPVET Large Cap Growth Subaccount (Class I) (2/02)............................................. 2007 1.109 1.146 1,792,983 2006 1.081 1.109 1,576,460 2005 1.047 1.081 2,164,817 2004 1.063 1.047 2,099,159 2003 0.734 1.063 1,278,714 2002 0.995 0.734 468,934 2001 1.000 0.995 -- LMPVET Lifestyle Allocation 50% Subaccount (2/02).. 2007 1.236 1.252 3,713,106 2006 1.164 1.236 3,704,000 2005 1.157 1.164 4,469,039 2004 1.096 1.157 4,556,847 2003 0.929 1.096 3,932,435 2002 1.012 0.929 2,347,467 2001 1.000 1.012 -- LMPVET Lifestyle Allocation 70% Subaccount (2/02).. 2007 1.212 1.235 996,036 2006 1.135 1.212 1,067,631 2005 1.104 1.135 1,184,409 2004 1.035 1.104 1,189,301 2003 0.813 1.035 1,004,326 2002 1.011 0.813 628,983 2001 1.000 1.011 -- LMPVET Lifestyle Allocation 85% Subaccount (3/02).. 2007 1.229 1.246 392,297 2006 1.144 1.229 283,022 2005 1.100 1.144 227,750 2004 1.013 1.100 238,199 2003 0.755 1.013 122,977 2002 1.008 0.755 258,874 2001 1.000 1.008 --
B-15 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVET Mid Cap Core Subaccount (Class I) (2/02).... 2007 1.346 1.415 1,782,638 2006 1.195 1.346 2,013,539 2005 1.124 1.195 2,287,011 2004 1.038 1.124 2,110,037 2003 0.815 1.038 1,803,289 2002 1.027 0.815 996,513 2001 1.000 1.027 -- LMPVET Multiple Discipline Subaccount-Large Cap Growth and Value (4/04)............................ 2007 1.117 1.135 -- 2006 1.014 1.117 654,277 2005 0.998 1.014 700,287 2004 0.982 0.998 598,174 LMPVET Small Cap Growth Subaccount (Class I) (4/07)............................................. 2007 1.397 1.436 396,574 LMPVET Social Awareness Subaccount (2/02).......... 2007 1.062 1.156 787,212 2006 1.005 1.062 903,070 2005 0.982 1.005 1,068,555 2004 0.942 0.982 930,219 2003 0.745 0.942 859,550 2002 1.010 0.745 378,685 2001 1.000 1.010 -- Legg Mason Partners Variable Income Trust LMPVIT Adjustable Rate Income Subaccount (2/04).... 2007 1.018 1.012 145,281 2006 0.996 1.018 231,208 2005 0.992 0.996 223,798 2004 1.000 0.992 156,852 LMPVIT Government Subaccount (Class I) (2/02)...... 2007 1.088 1.095 7,442,572 2006 1.066 1.088 8,673,255 2005 1.070 1.066 9,141,730 2004 1.058 1.070 9,068,341 2003 1.071 1.058 8,260,011 2002 1.011 1.071 3,801,561 2001 1.000 1.011 -- LMPVIT High Income Subaccount (2/02)............... 2007 1.417 1.394 4,488,831 2006 1.301 1.417 4,920,591 2005 1.292 1.301 5,461,831 2004 1.192 1.292 4,550,092 2003 0.953 1.192 3,664,412 2002 1.004 0.953 867,832 2001 1.000 1.004 --
B-16 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- LMPVIT Money Market Subaccount (2/02).............. 2007 1.006 1.035 3,347,410 2006 0.980 1.006 3,268,257 2005 0.971 0.980 3,724,514 2004 0.981 0.971 5,172,548 2003 0.994 0.981 5,368,806 2002 1.000 0.994 3,630,924 Legg Mason Partners Variable Portfolios V LMPVPV Small Cap Growth Opportunities Subaccount (Class I) (2/02)................................... 2007 1.333 1.421 -- 2006 1.203 1.333 494,456 2005 1.169 1.203 561,533 2004 1.031 1.169 583,489 2003 0.740 1.031 586,440 2002 1.014 0.740 262,012 2001 1.000 1.014 -- Legg Mason Partners Variable Portfolios II LMPVPII Capital and Income Subaccount (5/05)....... 2007 1.171 1.230 -- 2006 1.073 1.171 3,176,191 2005 1.000 1.073 2,026,765 Legg Mason Partners Variable Portfolios III, Inc. LMPVPIII Large Cap Value Subaccount (2/02)......... 2007 1.238 1.300 -- 2006 1.067 1.238 685,043 2005 1.021 1.067 738,870 2004 0.941 1.021 749,840 2003 0.751 0.941 696,285 2002 1.027 0.751 342,080 2001 1.000 1.027 -- Met Investors Series Trust MIST BlackRock Large-Cap Core Subaccount (Class A) (4/06)............................................. 2007 1.248 1.308 -- 2006 1.181 1.248 293,766 MIST BlackRock Large-Cap Core Subaccount (Class E) (4/07)............................................. 2007 1.297 1.304 307,110 MIST Lord Abbett Bond Debenture Subaccount (Class A) (4/06).......................................... 2007 1.298 1.360 1,921,364 2006 1.241 1.298 2,255,266 MIST Lord Abbett Growth and Income Subaccount (Class B) (4/06)................................... 2007 1.074 1.093 918,093 2006 1.001 1.074 973,764 MIST Met/AIM Capital Appreciation Subaccount (Class E) (4/07) *........................................ 2007 1.141 1.188 289,105 MIST MFS(R) Research International Subaccount (Class B) (4/07) *................................. 2007 1.717 1.800 553,220
B-17 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- MIST Oppenheimer Capital Appreciation Subaccount (Class B) (4/06)................................... 2007 1.006 1.128 892,205 2006 0.994 1.006 844,137 MIST Pioneer Strategic Income Subaccount (Class A) (4/06)............................................. 2007 1.134 1.187 3,269,303 2006 1.097 1.134 3,480,407 MIST Third Avenue Small Cap Value Subaccount (Class B) (4/07) *........................................ 2007 1.862 1.696 1,174,654 Metropolitan Series Fund, Inc. MSF BlackRock Aggressive Growth Subaccount (Class D) (4/06).......................................... 2007 0.811 0.959 813,743 2006 0.833 0.811 771,578 MSF BlackRock Bond Income Subaccount (Class E) (4/06)............................................. 2007 1.102 1.148 3,558,798 2006 1.064 1.102 4,099,682 MSF Capital Guardian U.S. Equity Subaccount (Class B) (4/07) *........................................ 2007 1.138 1.074 310,819 MSF MFS(R) Total Return Subaccount (Class F) (4/06)............................................. 2007 1.321 1.350 6,908,703 2006 1.238 1.321 7,537,235 MSF T. Rowe Price Large Cap Growth Subaccount (Class B) (4/06) *................................. 2007 1.067 1.142 559,877 2006 0.998 1.067 645,611 MSF Western Asset Management U.S. Government Subaccount (Class A) (4/06) *...................... 2007 1.002 1.028 450,356 2006 0.970 1.002 482,213 Oppenheimer Variable Account Funds Oppenheimer Capital Appreciation Subaccount/VA (Service Shares) (1/02)............................ 2006 0.987 1.031 -- 2005 0.959 0.987 868,538 2004 0.917 0.959 742,889 2003 0.715 0.917 656,134 2002 1.000 0.715 250,885 Oppenheimer Main Street/VA Subaccount ( Service Shares) (1/02)..................................... 2006 1.093 1.154 -- 2005 1.053 1.093 878,337 2004 0.984 1.053 924,515 2003 0.793 0.984 738,923 2002 1.000 0.793 204,337
B-18 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Pioneer Variable Contracts Trust Pioneer Fund VCT Subaccount (Class II) (1/02)...... 2007 1.234 1.269 457,582 2006 1.081 1.234 458,015 2005 1.040 1.081 553,184 2004 0.956 1.040 534,842 2003 0.789 0.956 280,451 2002 1.000 0.789 137,457 Pioneer Mid Cap Value VCT Subaccount (Class II) (1/02)............................................. 2007 1.633 1.688 1,446,389 2006 1.482 1.633 1,447,559 2005 1.403 1.482 1,459,777 2004 1.175 1.403 841,746 2003 0.873 1.175 662,686 2002 1.000 0.873 166,486 Putnam Variable Trust Putnam VT International Equity Subaccount (Class IB) (1/02)......................................... 2007 1.596 1.726 -- 2006 1.274 1.596 407,536 2005 1.157 1.274 207,492 2004 1.015 1.157 183,018 2003 0.805 1.015 216,412 2002 1.000 0.805 117,321 Putnam VT Small Cap Value Subaccount (Class IB) (1/02)............................................. 2007 1.771 1.889 -- 2006 1.539 1.771 1,311,328 2005 1.465 1.539 1,186,488 2004 1.183 1.465 716,503 2003 0.806 1.183 403,015 2002 1.000 0.806 200,289 The Travelers Series Trust Travelers Convertible Securities Subaccount (1/02)............................................. 2006 1.165 1.241 -- 2005 1.183 1.165 2,254,615 2004 1.135 1.183 1,817,843 2003 0.916 1.135 1,196,043 2002 1.000 0.916 212,419 Travelers Managed Income Subaccount (1/02)......... 2006 1.075 1.064 -- 2005 1.081 1.075 4,382,714 2004 1.071 1.081 4,729,731 2003 1.007 1.071 2,801,167 2002 1.000 1.007 892,590
B-19 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Travelers Mercury Large Cap Core Subaccount (2/02)............................................. 2006 1.114 1.181 -- 2005 1.013 1.114 353,121 2004 0.891 1.013 409,648 2003 0.749 0.891 403,330 2002 1.020 0.749 162,046 2001 1.000 1.020 -- Travelers MFS(R) Mid Cap Growth Subaccount (2/02).. 2006 0.788 0.833 -- 2005 0.779 0.788 855,494 2004 0.696 0.779 833,779 2003 0.517 0.696 866,277 2002 1.031 0.517 413,979 2001 1.000 1.031 -- Travelers MFS(R) Total Return Subaccount (2/02).... 2006 1.201 1.238 -- 2005 1.189 1.201 8,046,427 2004 1.087 1.189 6,007,575 2003 0.951 1.087 4,391,128 2002 1.023 0.951 1,656,799 2001 1.000 1.023 -- Travelers Pioneer Strategic Income Subaccount (2/04)............................................. 2006 1.087 1.097 -- 2005 1.069 1.087 3,279,930 2004 1.000 1.069 933,893 Travelers U.S. Government Securities Subaccount (5/05)............................................. 2006 1.008 0.970 -- 2005 1.000 1.008 271,553 Universal Institutional Funds, Inc. UIF Equity and Income Subaccount (Class II) (5/03)............................................. 2006 1.335 1.474 10,407,477 2005 1.267 1.335 10,216,786 2004 1.158 1.267 5,875,896 2003 1.016 1.158 1,681,850 UIF U.S. Real Estate Securities Subaccount (Class I) (5/05).......................................... 2006 1.171 1.587 1,933,273 2005 1.000 1.171 1,013,473 Van Kampen Life Investment Trust Van Kampen LIT Comstock Subaccount (Class II) (2/02)............................................. 2007 1.386 1.328 10,167,104 2006 1.218 1.386 10,667,905 2005 1.192 1.218 11,124,820 2004 1.034 1.192 9,212,344 2003 0.806 1.034 6,939,669 2002 1.020 0.806 2,909,821 2001 1.000 1.020 --
B-20 PRIMELITE II -- SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)
UNIT VALUE AT NUMBER OF UNITS BEGINNING OF UNIT VALUE AT OUTSTANDING AT PORTFOLIO NAME YEAR YEAR END OF YEAR END OF YEAR - -------------- ---- ------------- ------------- --------------- Van Kampen LIT Growth and Income Subaccount (Class II) (2/02)......................................... 2007 1.464 1.473 6,800,407 2006 1.287 1.464 7,132,339 2005 1.195 1.287 7,427,230 2004 1.067 1.195 6,993,309 2003 0.852 1.067 5,719,195 2002 1.019 0.852 2,434,809 2001 1.000 1.019 -- Van Kampen LIT Strategic Growth Subaccount (Class II) (2/02)......................................... 2007 0.917 1.050 4,402,989 2006 0.911 0.917 4,748,476 2005 0.863 0.911 5,047,438 2004 0.823 0.863 5,321,920 2003 0.660 0.823 3,913,231 2002 1.000 0.660 1,495,362
* We are currently waiving a portion of the Mortality and Expense Risk charge for this Subaccount. Please see "Fee Table -- Annual Separate Account Charges" for more information. The date next to each funding option name reflects the date money first came into the funding option through the Separate Account. Funding options not listed above had no amounts allocated to them or were not available as of December 31, 2007. Number of Units Outstanding at the end of the year may include units for Contracts in payout phase. Variable Funding Option mergers and substitutions that occurred between January 1, 2005 and December 31, 2007 are displayed below. Please see Appendix C for more information on Variable Funding Option mergers, substitutions and other changes. Effective on or about 05/01/2006, AIM Variable Insurance Fund-AIM VI Premier Equity Fund merged into AIM Variable Insurance Fund-AIM VI Core Equity Fund and is no longer available as a funding option. Effective on or about 05/01/2006, Oppenheimer Variable Account Funds-Oppenheimer Capital Appreciation Fund/VA was replaced by Met Investors Series Trust- Oppenheimer Capital Appreciation Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, Oppenheimer Variable Account Funds-Oppenheimer Main Street Fund/VA was replaced by Met Investors Series Trust-Lord Abbett Growth and Income Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-Convertible Securities Portfolio merged into Met Investors Series Trust-Lord Abbett Bond Debenture Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-Mercury Large Cap Core Portfolio merged into Met Investors Series Trust-Mercury Large-Cap Core Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-MFS(R) Mid Cap Growth Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Aggressive Growth Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-MFS(R) Total Return Portfolio merged into Metropolitan Series Fund, Inc.-MFS(R) Total Return Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-Pioneer Strategic Income Portfolio merged into Met Investors Series Trust-Pioneer Strategic Income Portfolio and is no longer available as a funding option. B-21 Effective on or about 05/01/2006, The Travelers Series Trust-Travelers Managed Income Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Bond Income Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, The Travelers Series Trust-U.S. Government Securities Portfolio merged into Metropolitan Series Fund, Inc.-Western Asset Management U.S. Government Portfolio and is no longer available as a funding option. Effective on or about 05/01/2006, Variable Insurance Products Fund-VIP Growth Portfolio was replaced by Metropolitan Series Fund, Inc.-T. Rowe Price Large Cap Growth Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, AIM Variable Insurance Funds-AIM V.I. Capital Appreciation Fund was replaced by Met Investors Series Trust-Met/AIM Capital Appreciation Portfolio Class E and is no longer available as a funding option. Effective on or about 04/30/2007, AIM Variable Insurance Funds-AIM V.I. Core Equity Fund was replaced by Metropolitan Series Fund, Inc.-Capital Guardian U.S. Equity Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Investment Series-Legg Mason Partners Variable Growth and Income Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Appreciation Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Investment Series-Legg Mason Partners Variable Premier Selections All Cap Growth Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Aggressive Growth Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios V-Legg Mason Partners Variable Small Cap Growth Opportunities Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Small Cap Growth Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios III, Inc.-Legg Mason Partners Variable Large Cap Value Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Investors Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios II- Legg Mason Partners Variable Capital and Income Portfolio merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Capital and Income Portfolio (Class I) and is no longer available as a funding option. Effective on or about 04/30/2007, Met Investors Series Trust-BlackRock Large-Cap Core Portfolio -- Class A was exchanged for Met Investors Series Trust-BlackRock Large-Cap Core Portfolio -- Class E and is no longer available as a funding option. Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT International Equity Fund was replaced by Met Investors Series Trust-MFS(R) Research International Portfolio and is no longer available as a funding option. Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT Small Cap Value Fund was replaced by Met Investors Series Trust-Third Avenue Small Cap Value Portfolio and is no longer available as a funding option. Effective on or about 11/12/2007, Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Multiple Discipline Portfolio -- Large Cap Growth and Value merged into Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Appreciation Portfolio and is no longer available as a funding option. B-22 APPENDIX C - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION REGARDING UNDERLYING FUNDS Certain Underlying Funds were subject to a merger, substitution or other change. The chart below identifies the former name and new name of each of these Underlying Funds, and where applicable, the former name and new name of the trust of which the Underlying Fund is a part. UNDERLYING FUND MERGERS/REORGANIZATIONS The following former Underlying Funds were merged with and into the new Underlying Funds
FORMER UNDERLYING FUND NEW UNDERLYING FUND - --------------------------------------------- --------------------------------------------- LEGG MASON PARTNERS VARIABLE EQUITY TRUST LEGG MASON PARTNERS VARIABLE EQUITY TRUST Legg Mason Partners Variable Multiple Legg Mason Partners Variable Appreciation Discipline Portfolio -- Large Cap Growth Portfolio -- Class II and Value
UNDERLYING FUND SUBSTITUTIONS The following new Underlying Funds were substituted for the former Underlying Funds.
FORMER UNDERLYING FUND NEW UNDERLYING FUND - --------------------------------------------- --------------------------------------------- ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES METROPOLITAN SERIES FUND, INC. FUND, INC. Large Cap Growth Portfolio -- Class B T. Rowe Price Large Cap Growth Portfolio -- Class B LEGG MASON PARTNERS VARIABLE INCOME TRUST METROPOLITAN SERIES FUND, INC. Legg Mason Partners Variable Government Western Asset Management U.S. Government Portfolio -- Class I Portfolio -- Class A VAN KAMPEN LIFE INVESTMENT TRUST METROPOLITAN SERIES FUND, INC. Strategic Growth Portfolio -- Class II Jennison Growth Portfolio -- Class B
C-1 THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX D - -------------------------------------------------------------------------------- THE FIXED ACCOUNT The Fixed Account is part of the Company's general account assets. These general account assets include all assets of the Company other than those held in the Separate Accounts sponsored by the Company or its affiliates. The staff of the SEC does not generally review the disclosure in the prospectus relating to the Fixed Account. Disclosure regarding the Fixed Account and the general account may, however, be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in the prospectus. Under the Fixed Account, the Company assumes the risk of investment gain or loss, guarantees a specified interest rate, and guarantees a specified periodic Annuity Payment. The investment gain or loss of the Separate Account or any of the funding options does not affect the Fixed Account Contract Value, or the dollar amount of fixed Annuity Payments made under any payout option. We guarantee that, at any time, the Fixed Account Contract Value will not be less than the amount of the Purchase Payments allocated to the Fixed Account, plus interest credited as described below, less any applicable premium taxes or prior withdrawals. Purchase Payments allocated to the Fixed Account and any transfers made to the Fixed Account become part of the Company's general account, which supports insurance and annuity obligations. Where permitted by state law, we reserve the right to restrict Purchase Payments into the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the minimum guaranteed interest rate specified in your Contract. The general account and any interest therein are not registered under, or subject to the provisions of, the Securities Act of 1933 or Investment Company Act of 1940. We will invest the assets of the Fixed Account at our discretion. Investment income from such Fixed Account assets will be allocated to us and to the Contracts participating in the Fixed Account. Investment income from the Fixed Account allocated to us includes compensation for mortality and expense risks borne by us in connection with Fixed Account Contracts. The amount of such investment income allocated to the Contracts will vary from year to year in our sole discretion at such rate or rates as we prospectively declare from time to time. We guarantee the initial rate for any allocations into the Fixed Account for one year from the date of such allocation. We guarantee subsequent renewal rates for the calendar quarter. We also guarantee that for the life of the Contract we will credit interest at a rate not less than the minimum interest rate allowed by state law. We reserve the right to change the rate subject to applicable state law. We will determine any interest we credit to amounts allocated to the Fixed Account in excess of the minimum guaranteed rate in our sole discretion. You assume the risk that interest credited to the Fixed Account may not exceed the minimum guaranteed rate for any given year. We have no specific formula for determining the interest rate. Some factors we may consider are regulatory and tax requirements, general economic trends and competitive factors. TRANSFERS You may make transfers from the Fixed Account to any available Variable Funding Option(s) twice a year during the 30 days following the semiannual anniversary of the Contract Date. We limit transfers to an amount of up to 15% of the Fixed Account Contract Value on the semiannual Contract Date anniversary. (This restriction does not apply to transfers under the Dollar Cost Averaging Program.) Amounts previously transferred from the Fixed Account to Variable Funding Options may not be transferred back to the Fixed Account for a period of at least six months from the date of transfer. We reserve the right to waive either of these restrictions. Where permitted by state law, we reserve the right to restrict transfers into the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the minimum guaranteed interest rate specified in your Contract. Automated transfers from the Fixed Account to any of the Variable Funding Options may begin at any time. Automated transfers from the Fixed Account may not deplete your Fixed Account value in a period of less than twelve months from your enrollment in the Dollar Cost Averaging Program. D-1 THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX E - -------------------------------------------------------------------------------- WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT (AVAILABLE ONLY IF THE OWNER IS AGE 70 OR YOUNGER ON THE DATE THE CONTRACT IS ISSUED.) If, after the first Contract Year and before the Maturity Date, and you begin confinement in an eligible nursing home, you may surrender or make withdrawal, subject to the maximum withdrawal amount described below, without incurring a withdrawal charge. In order for the Company to waive the withdrawal charge, the withdrawal must be made during continued confinement in an eligible nursing home after the qualifying period has been satisfied, or within sixty (60) days after such confinement ends. The qualifying period is confinement in an eligible nursing home for ninety (90) consecutive days. We will require proof of confinement in a form satisfactory to us, which may include certification by a licensed physician that such confinement is medically necessary. An eligible nursing home is defined as an institution or special nursing unit of a hospital which: (a) is Medicare approved as a provider of skilled nursing care services; and (b) is not, other than in name only, an acute care hospital, a home for the aged, a retirement home, a rest home, a community living center, or a place mainly for the treatment of alcoholism. OR Meets all of the following standards: (a) is licensed as a nursing care facility by the state in which it is licensed; (b) is either a freestanding facility or a distinct part of another facility such as a ward, wing, unit or swing-bed of a hospital or other facility; (c) provides nursing care to individuals who are not able to care for themselves and who require nursing care; (d) provides, as a primary function, nursing care and room and board; and charges for these services; (e) provides care under the supervision of a licensed physician, registered nurse (RN) or licensed practical nurse (LPN); (f) may provide care by a licensed physical, respiratory, occupational or speech therapist; and (g) is not, other than in name only, an acute care hospital, a home for the aged, a retirement home, a rest home, a community living center, or a place mainly for the treatment of alcoholism. We will not waive withdrawal charges if confinement is due to one or more of the following causes: (a) mental, nervous, emotional or personality disorder without demonstrable organic disease, including, but not limited to, neurosis, psychoneurosis, psychopathy or psychosis (b) the voluntary taking or injection of drugs, unless prescribed or administered by a licensed physician (c) the voluntary taking of any drugs prescribed by a licensed physician and intentionally not taken as prescribed (d) sensitivity to drugs voluntarily taken, unless prescribed by a physician (e) drug addiction, unless addiction results from the voluntary taking of drugs prescribed by a licensed physician, or the involuntary taking of drugs. FILING A CLAIM: You must provide the Company with written notice of a claim during continued confinement after the 90-day qualifying period, or within sixty days after such confinement ends. E-1 The maximum withdrawal amount for which we will waive the withdrawal charge is the Contract Value on the next valuation date following written proof of claim, less any Purchase Payments made within a one-year period before confinement in an eligible nursing home begins, less any Purchase Payment made on or after the Annuitant's 71st birthday. We will pay any withdrawal requested under the scope of this waiver as soon as we receive proper written proof of your claim, and we will pay the withdrawal in a lump sum. You should consult with your tax adviser regarding the tax impact of any withdrawals taken from your Contract. E-2 APPENDIX F - -------------------------------------------------------------------------------- CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION The Statement of Additional Information contains more specific information and financial statements relating to the Separate Account and MetLife Insurance Company of Connecticut. A list of the contents of the Statement of Additional Information is set forth below: The Insurance Company Principal Underwriter Distribution and Principal Underwriting Agreement Valuation of Assets Federal Tax Considerations Independent Registered Public Accounting Firm Condensed Financial Information Financial Statements - -------------------------------------------------------------------------------- Copies of the Statement of Additional Information dated April 28, 2008 are available without charge. To request a copy, please clip this coupon on the line above, enter your name and address in the spaces provided below, and mail to MetLife Insurance Company of Connecticut, P.O. Box 10426, Des Moines, IA 50306- 0426. For the MetLife Insurance Company of Connecticut Statement of Additional Information please request MIC-Book-37. For the Statement of Additional Information for the contracts issued by the former MetLife Life and Annuity Company of Connecticut please request MLAC-Book-37. Name: ------------------------------------------------- Address: ---------------------------------------------- CHECK BOX: [ ] MIC-Book-37 [ ] MLAC-Book-37 F-1 PRIMELITE II STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 13, 2008 FOR METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES ISSUED BY METLIFE INSURANCE COMPANY OF CONNECTICUT This Statement of Additional Information ("SAI") contains information in addition to the information described in the Prospectus for the variable annuity contracts (the "Contracts") offered by MetLife Insurance Company of Connecticut (the "Company", "we" or "our"). This SAI is not a prospectus but relates to, and should be read in conjunction with the Prospectus dated April 28, 2008. A copy of the Individual Variable Annuity Contract Prospectus may be obtained by writing to MetLife Insurance Company of Connecticut, Annuity Investor Services, P.O. Box 103666, Des Moines, IA 50306-0366 or by accessing the Securities and Exchange Commission's website at http://www.sec.gov. TABLE OF CONTENTS
PAGE ---- THE INSURANCE COMPANY........................................................... 2 PRINCIPAL UNDERWRITER........................................................... 2 DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT............................... 2 VALUATION OF ASSETS............................................................. 4 FEDERAL TAX CONSIDERATIONS...................................................... 5 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM................................... 8 FINANCIAL STATEMENTS............................................................ 1
THE INSURANCE COMPANY MetLife Insurance Company of Connecticut is a stock insurance company chartered in 1863 in Connecticut and continuously engaged in the insurance business since that time. Prior to May 1, 2006, the Company was known as The Travelers Insurance Company. The Company 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. The Company's Home Office is located at One Cityplace, Hartford, Connecticut 06103- 3415. STATE REGULATION. The Company is subject to the laws of the state of Connecticut governing insurance companies and to regulation by the Insurance Commissioner of the state of Connecticut (the "Commissioner"). An annual statement covering the operations of the Company for the preceding year, as well as its financial condition as of December 31 of such year, must be filed with the Commissioner in a prescribed format on or before March 1 of each year. The Company's books and assets are subject to review or examination by the Commissioner or his agents at all times, and a full examination of its operations is conducted at least once every four years. The Company is also subject to the insurance laws and regulations of all other states in which it is licensed to operate. However, the insurance departments of each of these states generally apply the laws of the home state (jurisdiction of domicile) in determining the field of permissible investments. THE SEPARATE ACCOUNT. Effective October 13, 2008, the Company combined MetLife of CT Separate Account PF for Variable Annuities (the "Former Separate Account") with and into MetLife of CT Separate Account Eleven for Variable Annuities (the "Separate Account"). The Separate Account meets the definition of a separate account under the federal securities laws, and complies with the provisions of the 1940 Act. Additionally, the operations of the Separate Account are subject to the provisions of Section 38a-433 of the Connecticut General Statutes, which authorizes the Commissioner to adopt regulations under it. Section 38a-433 contains no restrictions on the investments of the Separate Account, and the Commissioner has adopted no regulations under the Section that affect the Separate Account. The Company holds title to the assets of the Separate Account. The assets are kept physically segregated and are held separate and apart from the Company's general corporate assets. Records are maintained of all purchases and redemptions of the Underlying Funds held in each of the Variable Funding Options. PRINCIPAL UNDERWRITER MetLife Investors Distribution Company ("MLIDC") serves as principal underwriter for the Separate Account and the Contracts. The offering is continuous. MLIDC's principal executive offices are located at 5 Park Plaza, Suite 1900, Irvine, CA 92614. MLIDC is affiliated with the Company and the Separate Account. DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT Information about the distribution of the Contracts is contained in the prospectus (see "Other Information -- Distribution of the Variable Annuity Contracts"). Additional information is provided below. Under the terms of the Distribution and Principal Underwriting Agreement among the Separate Account, MLIDC and the Company, MLIDC acts as agent for the distribution of the Contracts and as principal underwriter for the Contracts. The Company reimburses MLIDC for certain sales and overhead expenses connected with sales functions. 2 The following table shows the amount of commissions paid to and the amount of commissions retained by the Distributor and Principal Underwriter over the past three years. UNDERWRITING COMMISSIONS
UNDERWRITING COMMISSIONS PAID AMOUNT OF UNDERWRITING TO THE DISTRIBUTOR BY THE COMMISSIONS RETAINED BY THE YEAR COMPANY DISTRIBUTOR - -------------------------------- -------------------------------- -------------------------------- 2007............................ $128,229,602 $0 2006............................ $ 92,981,366 $0 2005............................ $135,616,995 $0
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 firms for services the broker-dealer firms provide in connection with the distribution of the Company's products. These services may include providing the Company with access to the distribution network of the broker-dealer firms, the hiring and training of the broker-dealer firms' sales personnel, the sponsoring of conferences and seminars by the broker-dealer firms, or general marketing services performed by the broker-dealer firms. The broker-dealer firms may also provide other services or incur other costs in connection with distributing the Company's products. These preferred distribution arrangements will not be offered to all broker- dealer firms and the terms of such arrangements may differ between broker-dealer firms. Compensation payable under such arrangements may be based on aggregate, net or anticipated sales of the Contract, total assets attributable to sales of the Contract by registered representatives of the broker-dealer firms 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 firms and their registered representatives to favor the Company's products. The amount of additional compensation (non-commission amounts) paid to selected broker-dealer firms during 2007 ranged from $86,518 to $5,658,714. The amount of commissions paid to selected broker-dealer firms during 2007 ranged from $91,352 to $10,077,903. The amount of total compensation (includes non-commission as well as commission amounts) paid to selected broker-dealer firms during 2007 ranged from $433,549 to $10,536,736. The following list sets forth the names of broker-dealer firms that have entered into preferred distribution arrangements with the Company and MLIDC under which the broker-dealer firms received additional compensation in 2007 in connection with the sale of our variable annuity contracts, variable life policies and other insurance products (including the Contracts). The broker-dealer firms are listed in alphabetical order: Citicorp Investment Services Citigroup Global Markets Inc. (d/b/a Smith Barney) DWS Scudder Distributors, Inc. Morgan Stanley DW, Inc. PFS Investments, Inc. (d/b/a Primerica) Pioneer Funds Distributor, Inc. There are other broker-dealer firms who receive compensation for servicing our contracts, and the account value of the contracts or the amount of added purchase payments received may be included in determining their additional compensation, if any. REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE. We may reduce or eliminate the withdrawal charge under the Contract when certain sales or administration of the Contract result in savings or reduced expenses and/or risks. We will not reduce or eliminate the withdrawal charge where such reduction or elimination would be unfairly discriminatory to any person. 3 VALUATION OF ASSETS FUNDING OPTIONS. The value of the assets of each Funding Option is determined at 4:00 p.m. eastern time on each business day, unless we need to close earlier due to an emergency. A business day is any day the New York Stock Exchange is open. It is expected that the Exchange will be closed on Saturdays and Sundays and on the observed holidays of New Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Each security traded on a national securities exchange is valued at the last reported sale price on the business day. If there has been no sale on that day, then the value of the security is taken to be the mean between the reported bid and asked prices on the business day or on the basis of quotations received from a reputable broker or any other recognized source. THE CONTRACT VALUE. The value of an Accumulation Unit on any business day is determined by multiplying the value on the preceding business day by the net investment factor for the valuation period just ended. The net investment factor is used to measure the investment performance of a Funding Option from one valuation period to the next. The net investment factor for a Funding Option for any valuation period is equal to the sum of 1.000000 plus the net investment rate (the gross investment rate less any applicable Funding Option deductions during the valuation period relating to the mortality and expense risk charge and the administrative expense charge). The gross investment rate of a Funding Option is equal to (a) minus (b), divided by (c) where: (a) = investment income plus capital gains and losses (whether realized or unrealized); (b) = any deduction for applicable taxes (presently zero); and (c) = the value of the assets of the funding option at the beginning of the valuation period. The gross investment rate may be either positive or negative. A Funding Option's investment income includes any distribution whose ex-dividend date occurs during the valuation period. ACCUMULATION UNIT VALUE. The value of the Accumulation Unit for each Funding Option was initially established at $1.00. The value of an Accumulation Unit on any business day is determined by multiplying the value on the preceding business day by the net investment factor for the valuation period just ended. The net investment factor is calculated for each Funding Option and takes into account the investment performance, expenses and the deduction of certain expenses. ANNUITY UNIT VALUE. The initial Annuity Unit value applicable to each Funding Option was established at $1.00. An Annuity Unit value as of any business day is equal to (a) the value of the Annuity Unit on the preceding business day, multiplied by (b) the corresponding net investment factor for the business day just ended, divided by (c) the assumed net investment factor for the valuation period. (For example, the assumed net investment factor based on an annual assumed net investment rate of 3.0% for a valuation period of one day is 1.000081 and, for a period of two days, is 1.000081 x 1.000081.) CALCULATION OF MONEY MARKET YIELD From time to time, we may quote in advertisements and sales literature the adjusted and unadjusted effective yield for a money market Subaccount for a 7- day period, as described below. On a Contract-specific basis, the effective yield is computed at each month-end according to the following formula: Effective Yield = ((Base Return + 1) to the power of (365 / 7)) -- 1 Where: Base Return = (AUV Change -- Contract Charge Adjustment) / Prior AUV. AUV Change = Current AUV -- Prior AUV. Contract Charge Adjustment = Average AUV * Period Charge. Average AUV = (Current AUV + Prior AUV) / 2. Period Charge = Annual Contract Fee * (7/365). Prior AUV = Unit value as of 7 days prior. 4 Current AUV = Unit value as of the reporting period (last day of the month). We may also quote the effective yield of a money market Subaccount for the same 7-day period, determined on an unadjusted basis (which does not deduct Contract- level charges), according to the same formula but where: Base Return = AUV Change / Prior AUV Because of the charges and deductions imposed under the Contract, the yield for the Subaccount will be lower than the yield for the corresponding Underlying Fund. The yields on amounts held in the Subaccount normally will fluctuate on a daily basis. Therefore, the disclosed yield for any given past period is not an indication or representation of future yields or rates of return. The actual yield for the Subaccount is affected by changes in interest rates on money market securities, average portfolio maturity of the Underlying Fund, the types and qualities of portfolio securities held by the Underlying Fund, and the Underlying Fund's operating expenses. Yields on amounts held in the Subaccount may also be presented for periods other than a 7-day period. FEDERAL TAX CONSIDERATIONS The following description of the federal income tax consequences under this Contract is general in nature and is therefore not exhaustive and is not intended to cover all situations. Because of the complexity of the law and the fact that the tax results will vary according to the factual status of the individual involved, a person contemplating purchase of an annuity contract and by a Contract Owner or beneficiary who may make elections under a Contract should consult with a qualified tax or legal adviser. MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS Federal tax law requires that minimum annual distributions begin by April 1st of the calendar year following the later of calendar year in which a participant under a qualified plan or a Section 403(b) annuity attains age 70 1/2 or retires. Minimum annual distributions under an IRA must begin by April 1(st) of the calendar year in which the Contract Owner attains 70 1/2 regardless of when he or she retires. Distributions must also begin or be continued according to the minimum distribution rules under the Code following the death of the Contract Owner or the annuitant. You should note that the U.S. Treasury recently issued regulations clarifying the operation of the required minimum distribution rules. NONQUALIFIED ANNUITY CONTRACTS Individuals may purchase tax-deferred annuities without any contribution limits. The purchase payments receive no tax benefit, deduction or deferral, but taxes on the increases in the value of the contract are generally deferred until distribution and transfers between the various investment options are not subject to tax. Generally, if an annuity contract is owned by other than an individual (or an entity such as a trust or other "look-through" entity which owns for an individual's benefit), the owner will be taxed each year on the increase in the value of the contract. An exception applies for purchase payments made before March 1, 1986. The benefits of tax deferral of income earned under a non-qualified annuity should be compared with the relative federal tax rates on income from other types of investments (dividends and capital gains, taxable at 15% or less) relative to the ordinary income treatment received on annuity income and interest received on fixed instruments (notes, bonds, etc.). If two or more annuity contracts are purchased from the same insurer within the same calendar year, such annuity contract will be aggregated for federal income tax purposes. As a result, distributions from any of them will be taxed based upon the amount of income in all of the same calendar year series of annuities. This will generally have the effect of causing taxes to be paid sooner on the deferred gain in the contracts. Those receiving partial distributions made before the maturity date will generally be taxed on an income-first basis to the extent of income in the contract. If you are exchanging another annuity contract for this annuity, certain pre-August 14, 1982 deposits into an annuity contract that have been placed in the contract by means of a tax-deferred exchange under Section 1035 of the Code may be withdrawn first without income tax liability. This information on deposits must be provided to the Company by the other insurance company at the time of the exchange. There is income in the contract generally to the extent the cash value exceeds the investment in the contract. The investment in the contract is equal to the amount of premiums paid less any amount received previously which was excludable from gross income. Any direct or indirect borrowing against the value of the contract or pledging of the contract as security for a loan will be treated as a cash distribution under the tax law. 5 In order to be treated as an annuity contract for federal income tax purposes, Section 72(s) of the Code requires any non-qualified contract to contain certain provisions specifying how your interest in the contract will be distributed in the event of the death of an owner of the contract. Specifically, Section 72(s) requires that (a) if an owner dies on or after the annuity starting date, but prior to the time the entire interest in the contract has been distributed, the entire interest in the contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such owner's death; and (b) if any owner dies prior to the annuity starting date, the entire interest in the contract will be distributed within five years after the date of such owner's death. These requirements will be considered satisfied as to any portion of an owner's interest which is payable to or for the benefit of a designated beneficiary and which is distributed over the life of such designated beneficiary or over a period not extending beyond the life expectancy of that beneficiary, provided that such distributions begin within one year of the owner's death. The designated beneficiary refers to a natural person designated by the owner as a beneficiary and to whom ownership of the contract passes by reason of death. However, if the designated beneficiary is the surviving spouse of the deceased owner, the contract may be continued with the surviving spouse as the successor-owner. Contracts will be administered by the Company in accordance with these rules and the Company will make a notification when payments should be commenced. Special rules apply regarding distribution requirements when an annuity is owned by a trust or other entity for the benefit of one or more individuals. INDIVIDUAL RETIREMENT ANNUITIES To the extent of earned income for the year and not exceeding the applicable limit for the taxable year, an individual may make contributions, which in some cases may be deductible, to an individual retirement annuity (IRA). The applicable limit is $4,000 for calendar year 2007, $5,000 for 2008, and may be indexed for inflation in future years. Additional "catch-up" contributions may be made to an IRA by individuals age 50 or over. There are certain limits on the deductible amount based on the adjusted gross income of the individual and spouse and based on their participation in a retirement plan. If an individual is married and the spouse does not have earned income, the individual may establish IRAs for the individual and spouse. Purchase payments may then be made annually into IRAs for both spouses in the maximum amount of 100% of earned income up to a combined limit based on the individual limits outlined above. The Code provides for the purchase of a Simplified Employee Pension (SEP) plan. A SEP is funded through an IRA with an annual employer contribution limit of up to $46,000 for each participant. The Internal Revenue Services has not reviewed the contract for qualifications as an IRA, and has not addressed in a ruling of general applicability whether a death benefit provision such as the optional enhanced death benefit in the contract comports with IRA qualification requirements. SIMPLE PLAN IRA FORM Employers may establish a savings incentive match plan for employees ("SIMPLE plan") under which employees can make elective salary reduction contributions to an IRA based on a percentage of compensation of up to the applicable limit for the taxable year. The applicable limit is $10,500 in 2008 (which may be indexed for inflation for future years). (Alternatively, the employer can establish a SIMPLE cash or deferred arrangement under IRS Section 401(k)). Under a SIMPLE plan IRA, the employer must either make a matching contribution or a nonelective contribution based on the prescribed formulas for all eligible employees. Early withdrawals are subject to the 10% early withdrawal penalty generally applicable to IRAs, except that an early withdrawal by an employee under a SIMPLE plan IRA, within the first two years of participation, shall be subject to a 25% early withdrawal tax. ROTH IRAS Section 408A of the Code permits certain individuals to contribute to a Roth IRA. Eligibility to make contributions is based upon income, and the applicable limits vary based on marital status and/or whether the contribution is a rollover contribution from another IRA or an annual contribution. Contributions to a Roth IRA, which are subject to certain limitations (similar to the annual limits for the traditional IRA's), are not deductible and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. A conversion of a "traditional" IRA to a Roth IRA may be subject to tax and other special rules apply. You should consult a tax adviser before combining any converted amounts with other Roth IRA contributions, including any other conversion amounts from other tax years. Qualified distributions from a Roth IRA are tax-free. A qualified distribution requires that the Roth IRA has been held for at least 5 years, and the distribution is made after age 59 1/2, on death or disability of the owner, or for a limited 6 amount ($10,000) for a qualified first time home purchase for the owner or certain relatives. Income tax and a 10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2) during five taxable years starting with the year in which the first contribution is made to any Roth IRA of the individual. QUALIFIED PENSION AND PROFIT-SHARING PLANS Like most other contributions made under a qualified pension or profit-sharing plan, purchase payments made by an employer are not currently taxable to the participant and increases in the value of a contract are not subject to taxation until received by a participant or beneficiary. Distributions are generally taxable to the participant or beneficiary as ordinary income in the year of receipt. Any distribution that is considered the participant's "investment in the contract" is treated as a return of capital and is not taxable. Under a qualified plan, the investment in the contract may be zero. The annual limits that apply to the amounts that may be contributed to a defined contribution plan for 2008 is $46,000. The limit on employee salary reduction deferrals (commonly referred to as "401(k) contributions") is $15,500 in 2008. The annual limit may be indexed for inflation in future years. Additional "catch-up contributions" may be made by individuals age 50 or over. Amounts attributable to salary reduction contributions under Code Section 401(k) and income thereon may not be withdrawn prior to severance from employment, death, total and permanent disability, attainment of age 59 1/2, or in the case of hardship. SECTION 403(B) PLANS Under Code section 403(b), payments made by public school systems and certain tax exempt organizations to purchase annuity contracts for their employees are excludable from the gross income of the employee, subject to certain limitations. However, these payments may be subject to FICA (Social Security) taxes. A qualified contract issued as a tax-sheltered annuity under section 403(b) will be amended as necessary to conform to the requirements of the Code. The annual limits under Code Section 403(b) for employee salary reduction deferrals are increased under the same rules applicable to 401(k) plans ($15,500 in 2008). Code section 403(b)(11) restricts this distribution under Code section 403(b) annuity contracts of: (1) elective contributions made in years beginning after December 31, 1998; (2) earnings on those contributions; and (3) earnings in such years on amounts held as of the close of the last year beginning before January 1, 1989. Distribution of those amounts may only occur upon death of the employee, attainment of age 59 1/2, separation from service, disability, or financial hardship. In addition, income attributable to elective contributions may not be distributed in the case of hardship. FEDERAL INCOME TAX WITHHOLDING The portion of a distribution, which is taxable income to the recipient, will be subject to federal income tax withholding as follows: 1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(B) PLANS OR ARRANGEMENTS, FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS, OR FROM 457 PLANS SPONSORED BY GOVERNMENTAL ENTITIES There is a mandatory 20% tax withholding for plan distributions that are eligible for rollover to an IRA or to another qualified retirement plan (including a 457 plan sponsored by a governmental entity) but that are not directly rolled over. A distribution made directly to a participant or beneficiary may avoid this result if: (a) a periodic settlement distribution is elected based upon a life or life expectancy calculation, or (b) a term-for-years settlement distribution is elected for a period of ten years or more, payable at least annually, or (c) a minimum required distribution as defined under the tax law is taken after the attainment of the age of 70 1/2 or as otherwise required by law, or (d) the distribution is a hardship distribution. 7 A distribution including a rollover that is not a direct rollover will be subject to the 20% withholding, and the 10% additional tax penalty on premature withdrawals may apply to any amount not added back in the rollover. The 20% withholding may be recovered when the participant or beneficiary files a personal income tax return for the year if a rollover was completed within 60 days of receipt of the funds, except to the extent that the participant or spousal beneficiary is otherwise underwithheld or short on estimated taxes for that year. 2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS) To the extent not subject to 20% mandatory withholding as described in 1. above, the portion of a non-periodic distribution, which constitutes taxable income, will be subject to federal income tax withholding, if the aggregate distributions exceed $200 for the year, unless the recipient elects not to have taxes withheld. If no such election is made, 10% of the taxable portion of the distribution will be withheld as federal income tax; provided that the recipient may elect any other percentage. Election forms will be provided at the time distributions are requested. This form of withholding applies to all annuity programs. 3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE YEAR) The portion of a periodic distribution, which constitutes taxable income, will be subject to federal income tax withholding under the wage withholding tables as if the recipient were married claiming three exemptions. A recipient may elect not to have income taxes withheld or have income taxes withheld at a different rate by providing a completed election form. Election forms will be provided at the time distributions are requested. This form of withholding applies to all annuity programs. Recipients who elect not to have withholding made are liable for payment of federal income tax on the taxable portion of the distribution. Recipients may also be subject to penalties under the estimated tax payment rules if withholding and estimated tax payments are not sufficient to cover tax liabilities. Recipients who do not provide a social security number or other taxpayer identification number will not be permitted to elect out of withholding. Additionally, U.S. citizens residing outside of the country, or U.S. legal residents temporarily residing outside the country, are subject to different withholding rules and generally cannot elect out of withholding. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The financial statements of each of the Subaccounts of the Separate Account and consolidated financial statements and the related financial statement schedules of MetLife Insurance Company of Connecticut and subsidiaries (which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedules and includes an explanatory paragraph referring to changes in MetLife Insurance Company of Connecticut and subsidiaries' method of accounting for deferred acquisition costs as required by accounting guidance adopted on January 1, 2007, and the restatement of the 2007 consolidated financial statements) included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is 201 East Kennedy Boulevard, Suite 1200, Tampa, FL 33602-5827. 8 [FINANCIAL STATEMENTS FOR THE DEPOSITOR AND REGISTRANT TO BE ADDED BY AMENDMENT.] PRIMELITE II STATEMENT OF ADDITIONAL INFORMATION METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES ISSUED BY METLIFE INSURANCE COMPANY OF CONNECTICUT ONE CITYPLACE HARTFORD, CONNECTICUT 06103-3415 MIC-Book-37 October 13, 2008 PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) The financial statements of the Registrant and the report of Independent Registered Public Accounting Firm 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: (to be filed by amendment) (1) Statement of Assets and Liabilities as of December 31, 2007 (2) Statement of Operations for the year ended December 31, 2007 (3) Statement of Changes in Net Assets for the years ended December 31, 2007 and 2006 (4) Notes to Financial Statements The consolidated financial statements and schedules of MetLife Insurance Company of Connecticut and subsidiaries and the report of Independent Registered Public Accounting Firm, are contained in the Statement of Additional Information. The consolidated financial statements of MetLife Insurance Company of Connecticut and subsidiaries include: (to be filed by amendment) (1) Consolidated Balance Sheets as of December 31, 2007 and 2006 (2) Consolidated Statements of Income for the years ended December 31, 2007, 2006 and 2005 (3) Consolidated Statements of Stockholder's Equity for the years ended December 31, 2007, 2006 and 2005 (4) Consolidated Statements of Cash Flows for the year ended December 31, 2007, 2006 and 2005 (5) Notes to Consolidated Financial Statements (6) Financial Statement Schedules (b) Exhibits
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1. Resolution of The Travelers Insurance 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. 333-32589, filed July 31, 1997.) 2. Not Applicable. 3(a). Distribution and Principal Underwriting Agreement among the Registrant, The Travelers Insurance Company and Travelers Distribution LLC (Incorporated herein by reference to Exhibit 3(a) to Post Effective Amendment No. 4 to the Registration Statement on Form N-4, File No. 333-58783 filed February 26, 2001.) 3(b) Form of Selling Agreement. (Incorporated herein by reference to Exhibit 3(b) to Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File No. 033-65343 filed April 5, 2006.) 3(c) Agreement and Plan of Merger (10-26-06) (MLIDLLC into MLIDC). (Incorporated herein by reference to Exhibit 3(c) to Post-Effective Amendment No. 16 to MetLife of CT Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File No. 033-65343/811-07465 filed April 4, 2007.) 3(d) Master Retail Sales Agreement (MLIDC). (Incorporated herein by reference to Exhibit 3(d) to Post-Effective Amendment No. 16 to MetLife of CT Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File No. 033-65343/811-07465 filed April 4, 2007.) 3(e). Services Agreement between MetLife Investors Distribution Company and MetLife Insurance Company of Connecticut. (Incorporated herein by reference to Exhibit 3(e) to Post-Effective Amendment No. 15 to MetLife of CT Fund BD for Variable Annuities' Registration Statement on Form N-4, File Nos. 033-73466/811-08242, filed April 7, 2008.) 4(a). 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. 333-72334, filed January 23, 2002.)
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4(b). Company Name Change Endorsement The Travelers Insurance Company effective May 1, 2006. (Incorporated herein by reference to Exhibit 4(c) to Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File No. 033-65343 filed April 5, 2006.) 4(c). Roth 401 Endorsement. (Incorporated herein by reference to Exhibit 4(d) to Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File No. 033-65343 filed April 5, 2006.) 4(d). Roth 403(b) Endorsement. (Incorporated herein by reference to Exhibit 4(e) to Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File No. 033-65343 filed April 5, 2006.) 5(a). Application. (Incorporated herein by reference to Exhibit 5 to Pre- Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-32589, filed November 4, 1997.) 5(b). Form of Variable Annuity Application. (Incorporated herein by reference to Exhibit 5 to Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities to the Registration Statement on Form N-4, File No. 033-65343 filed April 5, 2006.) 6(a). Charter of The Travelers Insurance Company, as amended on October 19, 1994. (Incorporated herein by reference to Exhibit 3(a)(i) to Registration Statement on Form S-2, File No. 33-58677, filed on April 18, 1995.) 6(b). 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 on Form S-2, File No. 33-58677, filed on April 18, 1995.) 6(c). 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 No. 033-65343 filed April 5, 2006.) 7. Specimen Reinsurance Contract. (Incorporated herein by reference to Exhibit 7 to the Registration Statement on Form N-4 , File No. 333- 65942, filed April 15, 2003.) 8(a). Form of Participation Agreement. (Incorporated herein by reference to Exhibit 8 to the Registration Statement on Form N-4, File No. 333- 101778, filed April 21, 2005.) 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 to The Travelers Fund ABD for Variable Annuities Registration Statement on Form N-4, File No. 033-65343 filed April 5, 2006.) 8(c). 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 to The Travelers Fund ABD for Variable Annuities Registration Statement on Form N-4, File No. 033-65343 filed April 5, 2006.) 9. Opinion of Counsel as to the legality of securities being registered. (Incorporated herein by reference to Exhibit 9 to Pre-Effective Amendment No. 1 on Form N-4, File No. 333-72334, filed January 23, 2002.) 10. Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. Filed herewith. 11. Not applicable. 12. Not applicable. 13. 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, William J. Mullaney, Lisa M. Weber, Stanley J. Talbi, and Joseph J. Prochaska, Jr. (Incorporated herein by reference to Exhibit 13. to the Registration Statement on Form N-4, File No. 333-72334, filed April 7, 2008.)
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Business Address: MetLife Insurance 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 William J. Mullaney Director 1 Metlife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Lisa M. Weber Director 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Steven A. Kandarian Executive Vice President and Chief Investment Officer 10 Park Avenue Morristown, NJ 07962 James L. Lipscomb Executive Vice President and General Counsel 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Joseph J. Prochaska, Jr. Executive Vice President and Chief Accounting Officer 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Stanley J. Talbi Executive Vice President and Chief Financial Officer 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Gwenn L. Carr Senior Vice President and Secretary 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Eric T. Steigerwalt Senior Vice President and Treasurer 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 William D. Cammarata Senior Vice President 18210 Crane Nest Drive Tampa, FL 33647 Elizabeth M. Forget Senior Vice President 260 Madison Ave New York, NY 10016 Gene L. Lunman Senior Vice President 185 Asylum Street Hartford, CT 06103 Roberto Baron Vice President and Senior Actuary 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 S. Peter Headley Vice President and Assistant Secretary 3717 W. 100(th) Street Suite 700 Overland Park, KS 62210 Daniel D. Jordan Vice President and Assistant Secretary 501 Boylston Street Boston, MA 02116 Bennett D. Kleinberg Vice President and Actuary 185 Asylum Street Hartford, CT 06103
NAME AND PRINCIPAL POSITIONS AND OFFICES BUSINESS ADDRESS WITH INSURANCE COMPANY - -------------------------- --------------------------------------------------------------------- Christopher A. Kremer Vice President and Actuary 501 Boylston Street Boston, MA 02116 Paul L. LeClair Vice President and Actuary 501 Boylston Street Boston, MA 02116 Jonathan L. Rosenthal Vice President and Chief Hedging Officer 10 Park Avenue Morristown, NJ 07962 Patrick D. Studley Vice President and Actuary 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Jeffrey N. Altman Vice President 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Steven J. Brash Vice President 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Herbert B. Brown Vice President 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Vincent Cirulli Vice President 10 Park Avenue Morristown, NJ 07962 Deidre E. Curran Vice President 300 Davidson Ave. Somerset, NJ 08873 James R. Dingler Vice President 10 Park Avenue Morristown, NJ 07962 Judith A. Gulotta Vice President 10 Park Avenue Morristown, NJ 07962 Gregory M. Harrison Vice President 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 C. Scott Inglis Vice President 10 Park Avenue Morristown, NJ 07962 James W. Koeger Vice President 13045 Tesson Ferry Road St. Louis, MO 63128 Joseph J. Massimo Vice President 18210 Crane Nest Drive Tampa, FL 33647 Daniel A. O'Neill Vice President 8717 W. 110 th Street Suite 700 Overland Park, KS 62210
NAME AND PRINCIPAL POSITIONS AND OFFICES BUSINESS ADDRESS WITH INSURANCE COMPANY - -------------------------- --------------------------------------------------------------------- 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 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 Insurance Company of Connecticut under Connecticut insurance law. The Depositor is a 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. No person is controlled by the Registrant. ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES AS OF MARCH 31, 2008 The following is a list of subsidiaries of MetLife, Inc. updated as of March 31, 2008. 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 Reinsurance Company of Charleston (SC) 5. MetLife Reinsurance Company of Vermont (VT) 6. EntreCap Real Estate II LLC (DE) a) PREFCO Dix-Huit LLC (CT) b) PREFCO X Holdings LLC (CT) c) PREFCO Ten Limited Partnership (CT) - a 99.9% limited partnership interest of PREFCO Ten Limited Partnership is held by EntreCap Real Estate II LLC and 0.1% general partnership is held by PREFCO X Holdings LLC. d) PREFCO Vingt LLC (CT) e) PREFCO Twenty Limited Partnership (CT) - a 99% limited partnership interest of PREFCO Twenty Limited Partnership is held by EntreCap Real Estate II LLC and 1% general partnership is held by PREFCO Vingt LLC. 7. Plaza Drive Properties, LLC (DE) 8. MTL Leasing, LLC (DE) a) PREFCO IX Realty LLC (CT) b) PREFCO XIV Holdings LLC (CT) c) PREFCO Fourteen Limited Partnership (CT) - a 99.9% limited partnership interest of PREFCO Fourteen Limited Partnership is held by MTL Leasing, LLC and 0.1% general partnership is held by PREFCO XIV Holdings LLC. F. MetLife Pensiones Mexico S.A. (Mexico)- 97.4738% is owned by MetLife, Inc. and 2.5262% is owned by MetLife International Holdings, Inc. 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., 1.29459% 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. and 0.01% is owned by MetLife Pensiones Mexico 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. 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. c) MetA SIEFORE Adicional, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife Afore, S.A. de C.V. and .01% is owned by MetLife Mexico S.A. d) Met3 SIEFORE Basica, S.A. de C.V. (Mexico) - 99.99% is owned by MetLife Afore, S.A. de C.V. and .01% is owned by MetLife Mexico S.A. e) Met4 SIEFORE, S.A. de C.V. (Mexico) - 99.99% is owned by MetLife Afore, S.A. de C.V. and .01% is owned by MetLife Mexico S.A. f) Met5 SIEFORE, S.A. de C.V. (Mexico) - 99.99% is owned by MetLife Afore, S.A. de C.V. and .01% is owned by MetLife Mexico S.A. 2. ML Capacitacion Comercial S.A. de C.V. (Mexico) - 99% is owned by MetLife Mexico S.A. and 1% is owned by MetLife Mexico Cares, S.A. de C.V. 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) P. First MetLife Investors Insurance Company (NY) Q. Walnut Street Securities, Inc. (MO) R. Newbury Insurance Company, Limited (BERMUDA) S. MetLife Investors Group, Inc. (DE) 1. MetLife Investors Distribution Company (MO) 2. Met Investors Advisory, LLC (DE) 3. 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)- 99.99913% is owned by MetLife International Holdings, Inc. and 0.00087% is owned by Natiloporterm Holdings, Inc. 5. Metropolitan Life Seguros de Retiro S.A. (Argentina)- 95.23% is owned by MetLife International Holdings, Inc. and 4.77% is owned by Natiloportem Holdings, Inc. 6. MetLife 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)- 16.49% of MetLife Insurance Company of Korea Limited is owned by MetLife, Mexico, S.A. and 83.51% is owned by Metlife International Holdings, Inc. 8. Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)- 66.6617540% is owned by MetLife International Holdings, Inc. and 33.3382457% is owned by MetLife Worldwide Holdings, Inc. and 0.0000003% 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. MetLife Insurance Limited (Australia) a) MetLife Insurance and Investment Trust (Australia) b) MetLife Investments Pty Limited (Australia) c) MetLife Services (Singapore) PTE Limited (Australia) 17. 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. 18. 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. 19. 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 MetLife Seguros de Vida SA, 3.9689% is held by Natiloportem Holdings, Inc. and 1.0310% is held by Metropolitan Life Seguros de Retiro SA. 20. MetLife Worldwide Holdings, Inc. (DE) a) MetLife Towarzystwo Ubezpieczen na Zycie Spolka Akcyjna. (Poland) b) MetLife Direct Co., Ltd. (Japan) c) MetLife Limited (Hong Kong) U. Metropolitan Life Insurance Company (NY) 1. 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% of the shares of Park Twenty Three Investments Company is held by Metropolitan Life Insurance Company. 99% is owned by 334 Madison Euro Investment, Inc. (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. 99% is owned by Park Twenty Three Investments Company. 2. 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. 3. 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. 89.9% of the shares of One Madison Investments (Cayco) Limited is held by Metropolitan Life Insurance Company. 4. 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. 5. GA Holding Corp. (MA) 3 6. Thorngate, LLC (DE) 7. Alternative Fuel I, LLC (DE) 8. Transmountain Land & Livestock Company (MT) 9. MetPark Funding, Inc. (DE) 10. HPZ Assets LLC (DE) 11. Missouri Reinsurance (Barbados), Inc. (Barbados) 12. Metropolitan Tower Realty Company, Inc. (DE) a) Midtown Heights, LLC (DE) 13. MetLife Real Estate Cayman Company (Cayman Islands) 14. Metropolitan Marine Way Investments Limited (Canada) 15. MetLife Private Equity Holdings, LLC (DE) 16. 23rd Street Investments, Inc. (DE) a) Mezzanine Investment Limited Partnership-BDR (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc., 99% Limited Partnership Interest is held by Metropolitan Life Insurance Company. b) Mezzanine Investment Limited Partnership-LG (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc., 99% Limited Partnership Interest is held by Metropolitan Life Insurance Company. c) MetLife Capital Credit L.P. (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc., 99% Limited Partnership Interest is held by Metropolitan Life Insurance Company. d) MetLife Capital Limited Partnership (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc., 99% Limited Partnership Interest is held by Metropolitan Life Insurance Company. 17. Metropolitan Realty Management, Inc. (DE) 18. Hyatt Legal Plans, Inc. (DE) a) Hyatt Legal Plans of Florida, Inc. (FL) 19. MetLife Holdings, Inc. (DE) a) MetLife Credit Corp. (DE) b) MetLife Funding, Inc. (DE) 4 20. Bond Trust Account A (MA) 21. MetLife Investments Asia Limited (Hong Kong). 22. MetLife Investments Limited (United Kingdom)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited. 23. MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd Street Investments, Inc. holds 0.01% of MetLife Latin America Asesorias e Inversiones Limitada. 24. New England Life Insurance Company (MA) a) MetLife Advisers, LLC (MA) b) New England Securities Corporation (MA) 25. GenAmerica Financial, LLC (MO) a) GenAmerica Capital I (DE) b) General American Life Insurance Company (MO) (1) GenAmerica Management Corporation (MO) 5 (2) Reinsurance Group of America, Incorporated (MO) - 52% is owned by General American Life Insurance Company. (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) Reinsurance Partners, Inc. (MO) (iii) Parkway Reinsuarnce Company (MO) (b) RGA Worldwide Reinsurance Company, Ltd. (Barbados) (c) RGA Atlantic Reinsurance Company, Ltd. (Barbados) (d) RGA Americas Reinsurance Company, Ltd. (Barbados) (e) RGA Reinsurance Company (Barbados) Ltd. (Barbados) (i) RGA Financial Group, L.L.C. (DE)- 80% is owned by RGA Reinsurance Company (Barbados) Ltd. 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/Canada) (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) - Reinsurance Group of America, Incorporated owns 99% of RGA Services India Private Limited and RGA Holdings Limited owns 1%. (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) 26. Corporate Real Estate Holdings, LLC (DE) 27. Ten Park SPC (CAYMAN ISLANDS ) - 1% voting control of Ten Park SPC is held by 23rd Street Investments, Inc. 28. MetLife Tower Resources Group, Inc. (DE) 29. Headland - Pacific Palisades, LLC (CA) 30. Headland Properties Associates (CA) - 1% is owned by Headland - Pacific Palisades, LLC and 99% is owned by Metropolitan Life Insurance Company. 31. Krisman, Inc. (MO) 32. Special Multi-Asset Receivables Trust (DE) 33. White Oak Royalty Company (OK) 34. 500 Grant Street GP LLC (DE) 35. 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 36. MetLife Canada/MetVie Canada (Canada) 37. MetLife Retirement Services LLC (NJ) a) MetLife Investment Funds Services LLC (NJ) (i) MetLife Investment Funds Management LLC (NJ) (ii) MetLife Associates LLC (DE) 38. Euro CL Investments LLC (DE) 39. MEX DF Properties, LLC (DE) 40. MSV Irvine Property, LLC (DE) - 4% of MSV Irvine Property, LLC is owned by Metropolitan Tower Realty Company, Inc. and 96% is owned by Metropolitan Life Insurance Company 41. MetLife Properties Ventures, LLC (DE) a) Citypoint Holdings II Limited (UK) 42. Housing Fund Manager, LLC (DE) a) MTC Fund I, LLC (DE) 0.01% of MTC Fund I, LLC is held by Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the managing member LLC and the remaining interests are held by a third party member. b) MTC Fund II, LLC (DE) - 0.01% of MTC Fund I, LLC is held by Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the managing member LLC and the remaining interests are held by a third party member. c) MTC Fund III, LLC (DE) - 0.01% of MTC Fund I, LLC is held by Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the managing member LLC and the remaining interests are held by a third party member. 43. MLIC Asset Holdings, LLC (DE) V. MetLife Capital Trust II (DE) W. MetLife Capital Trust III (DE) X. MetLife Capital Trust IV (DE) Y. MetLife Insurance Company of Connecticut (CT) - 86.72% is owned by MetLife, Inc. and 13.28% is owned by MetLife Investors Group, Inc. 1. MetLife Property Ventures Canada ULC (Canada) 2. Pilgrim Investments Oakmont Lane, LLC (DE) - 50% is owned by MetLife Insurance Company of Connecticut. 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. Metropolitan Connecticut Properties Ventures, LLC (DE) 7. MetLife Canadian Property Ventures LLC (NY) 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. 12. One Financial Place Holdings, LLC (DE)-100% is owned in the aggregate by MetLife Insurance Company of Connecticut. 13. Plaza LLC (CT) a) Tower Square Securities, Inc. (CT) 1) Tower Square Securities Insurance Agency of New Mexico, Inc. (NM) 2) Tower Square Securities Insurance Agency of Ohio, Inc. (OH) 99% is owned by Tower Square Securities, Inc. 14. TIC European Real Estate LP, LLC (DE) 15. MetLife European Holdings, Inc. (UK) a) MetLife Europe Limited (IRELAND) (i) MetLife Pensions Trustees Limited (UK) b) MetLife Assurance Limited (UK) 16. Travelers International Investments Ltd. (Cayman Islands) 17. Euro TL Investments LLC (DE) 18. Corrigan TLP LLC (DE) 19. TLA Holdings LLC (DE) a) The Prospect Company (DE) 1) Panther Valley, Inc. (NJ) 20. TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners are MetLife Insurance Company of Connecticut and Metropolitan Life Insurance Company. 21. Tribeca Distressed Securities, L.L.C. (DE) 22. MetLife Investors USA Insurance Comapny (DE) Z. MetLife Reinsurance Company of South Carolina (SC) AA. MetLife Investment Advisors Company, LLC (DE) BB. MetLife Standby I, LLC (DE) 1. MetLife Exchange Trust I (DE) CC. MetLife Services and Solutions, LLC (DE) 1. MetLife Solutions Pte. Ltd. (Singapore) (i) MetLife Services East Private Limited (India) DD. Safeguard Health Enterprises, Inc. (DE) 1. Safeguard Dental Services, Inc. (DE) 2. Safeguard Health Plans, Inc. (CA) 3. SafeHealth Life Insurance Company (CA) 4. Safeguard Health Plans, Inc. (FL) 5. Safeguard Health Plans, Inc. (NV) 6. Safeguard Health Plans, Inc. (TX) EE. MetLife Capital Trust X (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) 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 April 30, 2008, there were 6,534 qualified contracts and 6,688 non- qualified contracts of PrimElite II offered by the Registrant. ITEM 28. INDEMNIFICATION The Depositor's parent, MetLife, Inc. has secured a Financial Institutions Bond in the amount of $50,000,000, subject to a $5,000,000 deductible. MetLife, Inc. also maintains a Directors and Officers Liability and Corporate Reimbursement Insurance Policy with limits of $400 million under which the Depositor and MetLife Investors Distribution Company, the Registrant's underwriter (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. 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 MetLife Investors Distribution Company also serves as principal underwriter and distributor for the following investment companies (other than the Registrant): MetLife of CT Separate Account QPN for Variable Annuities MetLife of CT Fund UL for Variable Life Insurance, MetLife of CT Fund UL III for Variable Life Insurance Metropolitan Life Variable Annuity Separate Account I Metropolitan Life Variable Annuity Separate Account II 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 Separate Account A 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 Metropolitan Life Separate Account E Metropolitan Life Separate Account UL Metropolitan Tower Life Separate Account One Metropolitan Tower Life Separate Account Two Paragon Separate Account A Paragon Separate Account B Paragon Separate Account C Paragon Separate Account D Metropolitan Series Fund, Inc. (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 13045 Tesson Ferry Road St. Louis, MO 63128 William J. Toppeta Director 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Paul A. Sylvester President, National Sales Manager- Annuities & LTC 10 Park Avenue Morristown, NJ 07962 Elizabeth M. Forget Executive Vice President, Investment Fund Management & Marketing 260 Madison Avenue New York, NY 10016 Paul A. LaPiana Executive Vice President, National Sales Manager-Life 5 Park Plaza Suite 1900 Irvine, CA 92614 Richard C. Pearson Executive Vice President, General Counsel and Secretary 5 Park Plaza Suite 1900 Irvine, CA 92614 Andrew Aiello Senior Vice President, Channel Head-National Accounts 5 Park Plaza Suite 1900 Irvine, CA 92614 Jeffrey A. Barker Senior Vice President, Channel Head-Independent Accounts 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Douglas P. Rodgers Senior Vice President, Channel Head-LTC 10 Park Avenue Morristown, NJ 07962 Myrna F. Solomon Senior Vice President, Channel Head-Banks 501 Boylston Street Boston, MA 02116 Leslie Sutherland Senior Vice President, Channel Head-Broker/Dealers 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 John C. Kennedy Senior Vice President, Channel Head-Wirehouse 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Curtis Wohlers Senior Vice President, Channel Head-Planners 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Jay S. Kaduson Senior Vice President 10 Park Avenue Morristown, NJ 07962
NAME AND PRINCIPAL POSITIONS AND OFFICES BUSINESS ADDRESS WITH UNDERWRITER - -------------------------- --------------------------------------------------------------------- Eric T. Steigerwalt Treasurer 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Peter Gruppuso Vice President, Chief Financial Officer 485-E US Highway 1 South Iselin, NJ 08830 Debora L. Buffington Vice President, Director of Compliance 5 Park Plaza Suite 1900 Irvine, CA 92614 David DeCarlo Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Charles M. Deuth Vice President, National Accounts 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 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 Avenue New York, NY 10016
(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:
(2) NET (1) UNDERWRITING (3) (4) (5) NAME OF PRINCIPAL DISCOUNTS AND COMPENSATION ON BROKERAGE OTHER UNDERWRITER COMMISSIONS REDEMPTION COMMISSIONS COMPENSATION ----------------- --------------- --------------- --------------- --------------- MetLife Investors.......................... $128,299,602 $0 $0 $0 Distribution Company
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS METLIFE INSURANCE 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. The MetLife Insurance Company of Connecticut 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 MetLife Insurance Company of Connecticut. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Registration Statement to be signed on its behalf, in the City of Morristown, and State of New Jersey, on this 9th day of July 2008. METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES (Registrant) METLIFE INSURANCE COMPANY OF CONNECTICUT (Depositor) By: /s/ MICHAEL K. FARRELL ------------------------------------ Michael K. Farrell, President As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of July 2008.
/s/ *MICHAEL K. FARRELL President and Director - ----------------------------------------------- (Michael K. Farrell) /s/ *STANLEY J. TALBI Executive Vice President and Chief Financial - ----------------------------------------------- Officer (Stanley J. Talbi) /s/ *JOSEPH J. PROCHASKA, JR. Executive Vice President and Chief - ----------------------------------------------- Accounting Officer (Joseph J. Prochaska, Jr.) /s/ *WILLIAM J. MULLANEY Director - ----------------------------------------------- (William J. Mullaney) /s/ *LISA M. WEBER Director - ----------------------------------------------- (Lisa M. Weber)
By: /s/ MICHELE H. ABATE ------------------------------------ Michele H. Abate, Attorney-in-Fact * MetLife Insurance Company of Connecticut. Executed by Michele H. Abate on behalf of those indicated pursuant to powers of attorney filed herewith. EXHIBIT INDEX 13 Powers of Attorney
EX-99.(R) 2 y61016a1exv99wxry.txt POWERS OF ATTORNEY MetLife Insurance Company of Connecticut Power of Attorney Michael K. Farrell President and Director KNOW ALL MEN BY THESE PRESENTS, that I, Michael K. Farrell, President and a director of MetLife Insurance Company of Connecticut, a Connecticut company, do hereby appoint Michele H. Abate, Paul G. Cellupica, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with: - - MetLife of CT Separate Account Eleven for Variable Annuities (Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity File No. 333-101778), - - MetLife of CT Separate Account QPN for Variable Annuities (MetLife Retirement Perspectives File No. 333-141941, Unallocated Group Variable Annuity File No. 333-136191), - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife and Invest File No. 002-88637, MetLife Variable Survivorship Life File No. 333-69771, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2 File No. 333-96515, MetLife Variable Life File No. 333-96519, MetLife Variable Survivorship Life II File No. 333-56952, MetLife Variable Life Accumulator- Series III File No. 333-113109), - - MetLife of CT Fund UL III for Variable Life Insurance (Corporate Owned Variable Universal Life Series 1 and Series 2 File No. 333-71349, Corporate Owned Variable Universal Life 2000 and Corporate Owned Variable Universal Life III File No. 333-94779, Corporate Benefit Life File No. 333-64364, Corporate Select Policy File No. 333-105335, Corporate Owned Variable Universal Life IV File No. 333-113533), and in connection with the combination of separate accounts with and into the MetLife of CT Separate Account Eleven for Variable Annuities on or about October 13, 2008: MetLife of CT Separate Account Eleven for Variable Annuities (Premier Advisers II Annuity, Premier Advisers III and Premier Advisers III Annuity (Series II), Portfolio Architect Annuity, Portfolio Architect Select Annuity, Premier Advisers Annuity (Class I), Premier Advisers Annuity (Class II), MetLife Access Annuity and MetLife Access Select Annuity, Vintage Annuity, Protected Equity Portfolio Annuity, Index Annuity, Vintage XTRA Annuity, Portfolio Architect XTRA Annuity, Vintage XTRA Annuity (Series II), Universal Annuity, Universal Select Annuity, Universal Annuity Advantage, MetLife Retirement Account Annuity, Premier Advisers AssetManager Annuity, Premier Advisers L Annuity, Premier Advisers L Annuity (Series II), Vintage II Annuity and Vintage II Annuity (Series II), Vintage 3 Annuity, Portfolio Architect 3 Annuity, Portfolio Architect L Annuity, Vintage L Annuity, Pioneer AnnuiStar Flex Annuity, Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity, Pioneer AnnuiStar Annuity, Portfolio Architect II Annuity and Pioneer AnnuiStar Value Annuity, PrimElite Annuity and PrimElite II Annuity, Gold Track Annuity and Gold Track Select Annuity, Marquis Portfolios, Vintage Access Annuity, Portfolio Architect Access Annuity, Scudder Advocate Advisor Annuity and Scudder Advocate Advisor- ST1. and in connection with the combination of separate accounts with and into the MetLife of CT Fund UL for Variable Life Insurance on or about October 13, 2008: - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife, MetLife Variable Survivorship Life, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2, MetLife Variable Life, MetLife Variable Survivorship Life II, MetLife Variable Life Accumulator- Series III, Vintage Life, and Portfolio Architect Life.) and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may do or cause to be done by virtue hereof. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of July, 2008. /s/ Michael K. Farrell ---------------------------------------- Michael K. Farrell MetLife Insurance Company of Connecticut Power of Attorney William J. Mullaney Director KNOW ALL MEN BY THESE PRESENTS, that I, William J. Mullaney, a director of MetLife Insurance Company of Connecticut, a Connecticut company, do hereby appoint Michele H. Abate, Paul G. Cellupica, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with: - - MetLife of CT Separate Account Eleven for Variable Annuities (Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity File No. 333-101778), - - MetLife of CT Separate Account QPN for Variable Annuities (MetLife Retirement Perspectives File No. 333-141941, Unallocated Group Variable Annuity File No. 333-136191), - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife and Invest File No. 002-88637, MetLife Variable Survivorship Life File No. 333-69771, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2 File No. 333-96515, MetLife Variable Life File No. 333-96519, MetLife Variable Survivorship Life II File No. 333-56952, MetLife Variable Life Accumulator- Series III File No. 333-113109), - - MetLife of CT Fund UL III for Variable Life Insurance (Corporate Owned Variable Universal Life Series 1 and Series 2 File No. 333-71349, Corporate Owned Variable Universal Life 2000 and Corporate Owned Variable Universal Life III File No. 333-94779, Corporate Benefit Life File No. 333-64364, Corporate Select Policy File No. 333-105335, Corporate Owned Variable Universal Life IV File No. 333-113533), and in connection with the combination of separate accounts with and into the MetLife of CT Separate Account Eleven for Variable Annuities on or about October 13, 2008: MetLife of CT Separate Account Eleven for Variable Annuities (Premier Advisers II Annuity, Premier Advisers III and Premier Advisers III Annuity (Series II), Portfolio Architect Annuity, Portfolio Architect Select Annuity, Premier Advisers Annuity (Class I), Premier Advisers Annuity (Class II), MetLife Access Annuity and MetLife Access Select Annuity, Vintage Annuity, Protected Equity Portfolio Annuity, Index Annuity, Vintage XTRA Annuity, Portfolio Architect XTRA Annuity, Vintage XTRA Annuity (Series II), Universal Annuity, Universal Select Annuity, Universal Annuity Advantage, MetLife Retirement Account Annuity, Premier Advisers AssetManager Annuity, Premier Advisers L Annuity, Premier Advisers L Annuity (Series II), Vintage II Annuity and Vintage II Annuity (Series II), Vintage 3 Annuity, Portfolio Architect 3 Annuity, Portfolio Architect L Annuity, Vintage L Annuity, Pioneer AnnuiStar Flex Annuity, Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity, Pioneer AnnuiStar Annuity, Portfolio Architect II Annuity and Pioneer AnnuiStar Value Annuity, PrimElite Annuity and PrimElite II Annuity, Gold Track Annuity and Gold Track Select Annuity, Marquis Portfolios, Vintage Access Annuity, Portfolio Architect Access Annuity, Scudder Advocate Advisor Annuity and Scudder Advocate Advisor- ST1. and in connection with the combination of separate accounts with and into the MetLife of CT Fund UL for Variable Life Insurance on or about October 13, 2008: - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife, MetLife Variable Survivorship Life, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2, MetLife Variable Life, MetLife Variable Survivorship Life II, MetLife Variable Life Accumulator- Series III, Vintage Life, and Portfolio Architect Life.) and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may do or cause to be done by virtue hereof. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of June, 2008. /s/ William J. Mullaney ---------------------------------------- William J. Mullaney MetLife Insurance Company of Connecticut Power of Attorney Lisa M. Weber Director KNOW ALL MEN BY THESE PRESENTS, that I, Lisa M. Weber, a director of MetLife Insurance Company of Connecticut, a Connecticut company, do hereby appoint Michele H. Abate, Paul G. Cellupica, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with: - - MetLife of CT Separate Account Eleven for Variable Annuities (Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity File No. 333-101778), - - MetLife of CT Separate Account QPN for Variable Annuities (MetLife Retirement Perspectives File No. 333-141941, Unallocated Group Variable Annuity File No. 333-136191), - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife and Invest File No. 002-88637, MetLife Variable Survivorship Life File No. 333-69771, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2 File No. 333-96515, MetLife Variable Life File No. 333-96519, MetLife Variable Survivorship Life II File No. 333-56952, MetLife Variable Life Accumulator- Series III File No. 333-113109), - - MetLife of CT Fund UL III for Variable Life Insurance (Corporate Owned Variable Universal Life Series 1 and Series 2 File No. 333-71349, Corporate Owned Variable Universal Life 2000 and Corporate Owned Variable Universal Life III File No. 333-94779, Corporate Benefit Life File No. 333-64364, Corporate Select Policy File No. 333-105335, Corporate Owned Variable Universal Life IV File No. 333-113533), and in connection with the combination of separate accounts with and into the MetLife of CT Separate Account Eleven for Variable Annuities on or about October 13, 2008: MetLife of CT Separate Account Eleven for Variable Annuities (Premier Advisers II Annuity, Premier Advisers III and Premier Advisers III Annuity (Series II), Portfolio Architect Annuity, Portfolio Architect Select Annuity, Premier Advisers Annuity (Class I), Premier Advisers Annuity (Class II), MetLife Access Annuity and MetLife Access Select Annuity, Vintage Annuity, Protected Equity Portfolio Annuity, Index Annuity, Vintage XTRA Annuity, Portfolio Architect XTRA Annuity, Vintage XTRA Annuity (Series II), Universal Annuity, Universal Select Annuity, Universal Annuity Advantage, MetLife Retirement Account Annuity, Premier Advisers AssetManager Annuity, Premier Advisers L Annuity, Premier Advisers L Annuity (Series II), Vintage II Annuity and Vintage II Annuity (Series II), Vintage 3 Annuity, Portfolio Architect 3 Annuity, Portfolio Architect L Annuity, Vintage L Annuity, Pioneer AnnuiStar Flex Annuity, Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity, Pioneer AnnuiStar Annuity, Portfolio Architect II Annuity and Pioneer AnnuiStar Value Annuity, PrimElite Annuity and PrimElite II Annuity, Gold Track Annuity and Gold Track Select Annuity, Marquis Portfolios, Vintage Access Annuity, Portfolio Architect Access Annuity, Scudder Advocate Advisor Annuity and Scudder Advocate Advisor- ST1. and in connection with the combination of separate accounts with and into the MetLife of CT Fund UL for Variable Life Insurance on or about October 13, 2008: - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife, MetLife Variable Survivorship Life, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2, MetLife Variable Life, MetLife Variable Survivorship Life II, MetLife Variable Life Accumulator- Series III, Vintage Life, and Portfolio Architect Life.) and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may do or cause to be done by virtue hereof. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of June, 2008. /s/ Lisa M. Weber ---------------------------------------- Lisa M. Weber MetLife Insurance Company of Connecticut Power of Attorney Stanley J. Talbi Executive Vice President and Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that I, Stanley J. Talbi, Executive Vice President and Chief Financial Officer of MetLife Insurance Company of Connecticut, a Connecticut company, do hereby appoint Michele H. Abate, Paul G. Cellupica, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with: - - MetLife of CT Separate Account Eleven for Variable Annuities (Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity File No. 333-101778), - - MetLife of CT Separate Account QPN for Variable Annuities (MetLife Retirement Perspectives File No. 333-141941, Unallocated Group Variable Annuity File No. 333-136191), - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife and Invest File No. 002-88637, MetLife Variable Survivorship Life File No. 333-69771, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2 File No. 333-96515, MetLife Variable Life File No. 333-96519, MetLife Variable Survivorship Life II File No. 333-56952, MetLife Variable Life Accumulator- Series III File No. 333-113109), - - MetLife of CT Fund UL III for Variable Life Insurance (Corporate Owned Variable Universal Life Series 1 and Series 2 File No. 333-71349, Corporate Owned Variable Universal Life 2000 and Corporate Owned Variable Universal Life III File No. 333-94779, Corporate Benefit Life File No. 333-64364, Corporate Select Policy File No. 333-105335, Corporate Owned Variable Universal Life IV File No. 333-113533), and in connection with the combination of separate accounts with and into the MetLife of CT Separate Account Eleven for Variable Annuities on or about October 13, 2008: MetLife of CT Separate Account Eleven for Variable Annuities (Premier Advisers II Annuity, Premier Advisers III and Premier Advisers III Annuity (Series II), Portfolio Architect Annuity, Portfolio Architect Select Annuity, Premier Advisers Annuity (Class I), Premier Advisers Annuity (Class II), MetLife Access Annuity and MetLife Access Select Annuity, Vintage Annuity, Protected Equity Portfolio Annuity, Index Annuity, Vintage XTRA Annuity, Portfolio Architect XTRA Annuity, Vintage XTRA Annuity (Series II), Universal Annuity, Universal Select Annuity, Universal Annuity Advantage, MetLife Retirement Account Annuity, Premier Advisers AssetManager Annuity, Premier Advisers L Annuity, Premier Advisers L Annuity (Series II), Vintage II Annuity and Vintage II Annuity (Series II), Vintage 3 Annuity, Portfolio Architect 3 Annuity, Portfolio Architect L Annuity, Vintage L Annuity, Pioneer AnnuiStar Flex Annuity, Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity, Pioneer AnnuiStar Annuity, Portfolio Architect II Annuity and Pioneer AnnuiStar Value Annuity, PrimElite Annuity and PrimElite II Annuity, Gold Track Annuity and Gold Track Select Annuity, Marquis Portfolios, Vintage Access Annuity, Portfolio Architect Access Annuity, Scudder Advocate Advisor Annuity and Scudder Advocate Advisor- ST1. and in connection with the combination of separate accounts with and into the MetLife of CT Fund UL for Variable Life Insurance on or about October 13, 2008: - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife, MetLife Variable Survivorship Life, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2, MetLife Variable Life, MetLife Variable Survivorship Life II, MetLife Variable Life Accumulator- Series III, Vintage Life, and Portfolio Architect Life.) and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may do or cause to be done by virtue hereof. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of June, 2008. /s/ Stanley J. Talbi ---------------------------------------- Stanley J. Talbi MetLife Insurance Company of Connecticut Power of Attorney Joseph J. Prochaska, Jr. Executive Vice President and Chief Accounting Officer KNOW ALL MEN BY THESE PRESENTS, that I, Joseph J. Prochaska, Jr., Executive Vice President and Chief Accounting Officer of MetLife Insurance Company of Connecticut, a Connecticut company, do hereby appoint Michele H. Abate, Paul G. Cellupica, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with: - - MetLife of CT Separate Account Eleven for Variable Annuities (Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity File No. 333-101778), - - MetLife of CT Separate Account QPN for Variable Annuities (MetLife Retirement Perspectives File No. 333-141941, Unallocated Group Variable Annuity File No. 333-136191), - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife and Invest File No. 002-88637, MetLife Variable Survivorship Life File No. 333-69771, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2 File No. 333-96515, MetLife Variable Life File No. 333-96519, MetLife Variable Survivorship Life II File No. 333-56952, MetLife Variable Life Accumulator- Series III File No. 333-113109), - - MetLife of CT Fund UL III for Variable Life Insurance (Corporate Owned Variable Universal Life Series 1 and Series 2 File No. 333-71349, Corporate Owned Variable Universal Life 2000 and Corporate Owned Variable Universal Life III File No. 333-94779, Corporate Benefit Life File No. 333-64364, Corporate Select Policy File No. 333-105335, Corporate Owned Variable Universal Life IV File No. 333-113533), and in connection with the combination of separate accounts with and into the MetLife of CT Separate Account Eleven for Variable Annuities on or about October 13, 2008: MetLife of CT Separate Account Eleven for Variable Annuities (Premier Advisers II Annuity, Premier Advisers III and Premier Advisers III Annuity (Series II), Portfolio Architect Annuity, Portfolio Architect Select Annuity, Premier Advisers Annuity (Class I), Premier Advisers Annuity (Class II), MetLife Access Annuity and MetLife Access Select Annuity, Vintage Annuity, Protected Equity Portfolio Annuity, Index Annuity, Vintage XTRA Annuity, Portfolio Architect XTRA Annuity, Vintage XTRA Annuity (Series II), Universal Annuity, Universal Select Annuity, Universal Annuity Advantage, MetLife Retirement Account Annuity, Premier Advisers AssetManager Annuity, Premier Advisers L Annuity, Premier Advisers L Annuity (Series II), Vintage II Annuity and Vintage II Annuity (Series II), Vintage 3 Annuity, Portfolio Architect 3 Annuity, Portfolio Architect L Annuity, Vintage L Annuity, Pioneer AnnuiStar Flex Annuity, Pioneer AnnuiStar Plus Annuity, Portfolio Architect Plus Annuity, Scudder Advocate Rewards Annuity, Pioneer AnnuiStar Annuity, Portfolio Architect II Annuity and Pioneer AnnuiStar Value Annuity, PrimElite Annuity and PrimElite II Annuity, Gold Track Annuity and Gold Track Select Annuity, Marquis Portfolios, Vintage Access Annuity, Portfolio Architect Access Annuity, Scudder Advocate Advisor Annuity and Scudder Advocate Advisor- ST1. and in connection with the combination of separate accounts with and into the MetLife of CT Fund UL for Variable Life Insurance on or about October 13, 2008: - - MetLife of CT Fund UL for Variable Life Insurance (MarketLife, MetLife Variable Survivorship Life, MetLife Variable Life Accumulator and MetLife Variable Life Accumulator- Series 2, MetLife Variable Life, MetLife Variable Survivorship Life II, MetLife Variable Life Accumulator- Series III, Vintage Life, and Portfolio Architect Life.) and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may do or cause to be done by virtue hereof. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of July, 2008. /s/ Joseph J. Prochaska, Jr. ---------------------------------------- Joseph J. Prochaska, Jr. -----END PRIVACY-ENHANCED MESSAGE-----