-----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, PQwDpAsYAQ5lZxrDK4y4eW8wV0gksECrrKkZM88zx1LEk/S1EVivQWgxOxLgw3Ji mKaKIlu5UotuoyamlGRtyw== 0000950123-09-037441.txt : 20090824 0000950123-09-037441.hdr.sgml : 20090824 20090824145518 ACCESSION NUMBER: 0000950123-09-037441 CONFORMED SUBMISSION TYPE: N-8F PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090824 DATE AS OF CHANGE: 20090824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE OF CT FUND BD II FOR VARIABLE ANNUITIES CENTRAL INDEX KEY: 0000941729 IRS NUMBER: 060566090 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-8F SEC ACT: 1940 Act SEC FILE NUMBER: 811-07259 FILM NUMBER: 091031118 BUSINESS ADDRESS: STREET 1: METLIFE INSURANCE COMPANY OF CONNECTICUT STREET 2: 1300 HALL BOULEVARD CITY: BLOOMFIELD STATE: CT ZIP: 06002-2910 BUSINESS PHONE: 860-656-3000 MAIL ADDRESS: STREET 1: METLIFE INSURANCE COMPANY OF CONNECTICUT STREET 2: 1300 HALL BOULEVARD CITY: BLOOMFIELD STATE: CT ZIP: 06002-2910 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS FUND BD II FOR VARIABLE ANNUITIES DATE OF NAME CHANGE: 19950316 N-8F 1 y78806a1nv8f.txt METLIFE OF CT FUND BD II FOR VARIABLE ANNUITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-8F APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES. I. GENERAL IDENTIFYING INFORMATION 1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): [X] MERGER [ ] LIQUIDATION [ ] ABANDONMENT OF REGISTRATION (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.) [ ] Election of status as a BUSINESS DEVELOPMENT COMPANY (Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.) On December 7, 2007, MetLife Life and Annuity Company of Connecticut ("MLACC") merged with and into its affiliate, MetLife Insurance Company of Connecticut ("MICC"), whereby MICC assumed legal ownership and responsibility for of all of MLACC's assets and liabilities, including those relating to the registered separate accounts funding various variable annuity and variable life insurance contracts issued by MLACC. After considering the nature and purpose of each separate account, the board of directors of MICC determined that the efficiency of the operations of the separate accounts could be improved, and the overall administration of the separate accounts enhanced, by combining certain of the separate accounts. Accordingly, effective December 8, 2008, MICC combined MetLife of CT Fund BD II for Variable Annuities (the "Separate Account") with and into MetLife of CT Separate Account Eleven for Variable Annuities. 2. Name of fund: MetLife of CT Fund BD II for Variable Annuities 3. Securities and Exchange Commission File No.: 811-07259 4. Is this an initial Form N-8F or an amendment to a previously filed N-8F? [X] Initial Application [ ] Amendment 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): 1 MetLife Insurance Company of Connecticut 1300 Hall Boulevard Bloomfield, CT 06002-2910 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: John E. Connolly, Jr. Assistant General Counsel Metropolitan Life Insurance Company 501 Boylston Street Boston, MA 02116 (617) 578-3031 7. Name, address and telephone of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: MetLife Insurance Company of Connecticut 1300 Hall Boulevard Bloomfield, CT 06002-2910 Telephone No. 860-656-3000 Metropolitan Life Insurance Company 501 Boylston Street Boston, MA 02116 Telephone No. 617-578-3031 Contact: John E. Connolly, Jr., Assistant General Counsel NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules. 8. Classification of fund (check only one): [ ] Management company; [X] Unit investment trust; or [ ] Face-amount certificate company. 9. Subclassification if the fund is a management company (check only one): [ ] Open-end [ ] Closed-end 10. State law under which the fund was organized or formed (e.g., Delaware, 2 Massachusetts): Connecticut 11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: Not Applicable. The Separate Account is a registered separate account, as defined in Section 2(a)(37) under the Investment Company Act of 1940 and is organized as a unit investment trust. Accordingly, it does not have its own investment advisers or investment sub-advisers. 12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated: MetLife Investors Distribution Company 5 Park Plaza, Suite 1900 Irvine, CA 92614 (Missouri Corporation) MLI Distribution LLC (formerly named Travelers Distribution LLC) One Cityplace Hartford, CT 06199 (Delaware Corporation) Travelers Distribution LLC One Cityplace Hartford, CT 06103-3415 (Delaware Corporation) 13. If the fund is a unit investment trust ("UIT") provide: (a) Depositor's name(s) and address(es): MetLife Insurance Company of Connecticut 1300 Hall Boulevard Bloomfield, CT 06002-2910 (b) Trustee's name(s) and address(es): None 14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)? [ ] Yes [X] No 3 If Yes, for each UIT state: Name(s): _______________________________ File No.: 811-______ Business Address: ______________________ 15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [ ] Yes [X] No If Yes, state the date on which the board vote took place: If No, explain: The Separate Account is a registered separate account, as defined in Section 2(a)(37) under the Investment Company Act of 1940 and is organized as a unit investment trust. Accordingly, the Separate Account does not have a board of directors. However, the board of directors of the Separate Account's depositor, MICC, approved the merger by resolution on March 24, 2008. (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration: [ ] Yes [X] No If Yes, state the date on which the shareholder vote took place: If No, explain: The Separate Account is a registered separate account, as defined in Section 2(a)(37) under the Investment Company Act of 1940 and is organized as a unit investment trust. Accordingly, no shareholder approval is necessary. II. DISTRIBUTIONS TO SHAREHOLDERS 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? [ ] Yes [X] No (a) If Yes, list the date(s) on which the fund made those distributions: 4 (b) Were the distributions made on the basis of net assets? [ ] Yes [ ] No (c) Were the distributions made pro rata based on share ownership? [ ] Yes [ ] No (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: (e) Liquidations only: Were any distributions to shareholders made in kind? [ ] Yes [ ] No If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: Less than 1%. 17. Closed-end funds only: Has the fund issued senior securities? [ ] Yes [ ] No If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders: 18. Has the fund distributed ALL of its assets to the fund's shareholders? [ ] Yes [X] No All of the Separate Account's assets were merged with and into the surviving separate account, MetLife of CT Separate Account Eleven for Variable Annuities. If No, (a) How many shareholders does the fund have as of the date this form is filed? None. (b) Describe the relationship of each remaining shareholder to the fund: Not applicable. 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests: 5 [ ] Yes [X] No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: III. ASSETS AND LIABILITIES 20. Does the fund have any assets as of the date this form is filed? (See question 18 above) [ ] Yes [X] No If Yes, (a) Describe the type and amount of each assets retained by the fund as of the date this form is filed: (b) Why has the fund retained the remaining assets? (c) Will the remaining assets be invested in securities? [ ] Yes [ ] No 21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face- amount certificate company) or any other liabilities? [ ] Yes [X] No If Yes, (a) Describe the type and amount of each debt or other liability: (b) How does the fund intend to pay these outstanding debts or other liabilities? IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION 22. (a) List the expenses incurred in connection with the Merger or Liquidation: (i) Legal expenses: None (ii) Accounting expenses: None (iii) Other expenses (list and identify separately): None 6 (iv) Total expenses (sum of lines (i)-(iii) above): None All expenses relating to the merger were borne by the Separate Account's depositor, MICC. The Separate Account did not bear any expenses. (b) How were those expenses allocated? Not applicable (c) Who paid those expenses? Not applicable (d) How did the fund pay for unamortized expenses (if any)? Not applicable 23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? [ ] Yes [X] No If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: V. CONCLUSION OF FUND BUSINESS 24. Is the fund a party to any litigation or administrative proceeding? [ ] Yes [X] No If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? [ ] Yes [X] No If Yes, describe the nature and extent of those activities: VI. MERGERS ONLY 26. (a) State the name of the fund surviving the Merger: MetLife of CT Separate Account Eleven for Variable Annuities (b) State the Investment Company Act file number of the fund surviving the Merger: 811-21262 7 (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: Due to the nature of the transaction, there is no merger agreement. However, MICC's board of directors approved the merger by resolution on March 24, 2008. The resolution approving the merger is included as an exhibit to this Form N-8F. (d) If the merger or reorganization agreement has NOT been filed with the Commission, provide a copy of the agreement as an exhibit to this form. 8 VERIFICATION The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of MetLife of CT Fund BD II for Variable Annuities, (ii) he is the President of MetLife Insurance Company of Connecticut, the depositor, and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief. /s/ Michael K. Farrell ---------------------------------------- Michael K. Farrell President 9 EX-99 2 y78806a1exv99.txt CERTIFICATE OF ASSISTANT SECRETARY METLIFE INSURANCE COMPANY OF CONNECTICUT CERTIFICATE OF ASSISTANT SECRETARY The undersigned, Isaac Torres, hereby certifies as follows: 1. That he is the duly elected, qualified and acting Assistant Secretary of MetLife Insurance Company of Connecticut (the "Company"). 2. That the following is a true and correct copy of a resolution that was duly adopted by the unanimous written consent of the Board of Directors of the Company as of March 24, 2008, and such resolution has not been amended, rescinded or revoked and remains in full force and effect as of the date hereof: CONSOLIDATION OF REGISTERED PRODUCT SEPARATE ACCOUNTS WHEREAS, as a result of the merger of MetLife Life and Annuity Company of Connecticut ("MLACC") with and into MetLife Insurance Company of Connecticut (the "Company"), the Company acquired the separate accounts of MLACC that support the variable annuity contracts and variable life insurance policies formerly issued by MLACC; and WHEREAS, the Company would realize substantial cost savings from the combination of the separate accounts as listed below, including the combination of the subaccounts thereof where such subaccounts invest in the same underlying mutual fund (the "Combination"): VARIABLE ANNUITY SEPARATE ACCOUNTS Surviving Variable Annuity Separate Account: MetLife of CT Separate Account Eleven for Variable Annuities Separate Accounts to merge into Surviving Variable Annuity Separate Account: 1. MetLife of CT Fund ABD for Variable Annuities 2. MetLife of CT Fund ABD II for Variable Annuities 3. MetLife of CT Fund BD for Variable Annuities 4. MetLife of CT Fund BD II for Variable Annuities 5. MetLife of CT Fund BD III for Variable Annuities 6. MetLife of CT Fund BD IV for Variable Annuities 7. MetLife of CT Fund U for Variable Annuities 8. MetLife of CT Separate Account Five for Variable Annuities 9. MetLife of CT Separate Account Six for Variable Annuities 10. MetLife of CT Separate Account Seven for Variable Annuities 11. MetLife of CT Separate Account Eight for Variable Annuities 12. MetLife of CT Separate Account Nine for Variable Annuities 13. MetLife of CT Separate Account Ten for Variable Annuities 14. MetLife of CT Separate Account Twelve for Variable Annuities 15. MetLife of CT Separate Account Thirteen for Variable Annuities 16. MetLife of CT Separate Account Fourteen for Variable Annuities 17. MetLife of CT Separate Account PF for Variable Annuities 18. MetLife of CT Separate Account PF II for Variable Annuities 19. MetLife of CT Separate Account QP for Variable Annuities 20. MetLife of CT Separate Account TM for Variable Annuities 21. MetLife of CT Separate Account TM II for Variable Annuities 22. MetLife Insurance Company of Connecticut Variable Annuity Separate Account 2002 23. MetLife Life and Annuity Company of Connecticut Variable Annuity Separate Account 2002 Variable Life Separate Accounts Surviving Variable Life Separate Account: MetLife of CT Fund UL for Variable Life Insurance Separate Accounts to merge into Surviving Variable Life Separate Account: 1. MetLife of CT Fund UL II for Variable Life Insurance 2. MetLife of CT Variable Life Insurance Separate Account One 3. MetLife of CT Variable Life Insurance Separate Account Two 4. MetLife of CT Variable Life Insurance Separate Account Three WHEREAS, in connection with the Combination, it is necessary that the Company obtain specific exemptive relief from the Securities and Exchange Commission (the "SEC"); and WHEREAS, the specific exemptive relief sought falls under the provisions of Section 17 of the Investment Company Act of 1940 (the "Act") relating to various restrictions placed on securities transactions by affiliated persons of investment companies. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company hereby approves the Combination; and FURTHER RESOLVED, that the President, any Executive Vice President, any Senior Vice President, and any Vice President of the Company are hereby authorized in the name and on behalf of the Company and each separate account listed herein to file any exemptive applications with the SEC under the Act and any amendments or other filings related thereto that may be necessary in connection with the Combination; and FURTHER RESOLVED, that all prior resolutions and authorizations of the Board of Directors of the Company with regard to the separate accounts surviving after the Combination remain in full force and effect. In Witness Whereof, the undersigned has executed this Certificate of Assistant Secretary and affixed the corporate seal as of the 26th day of June, 2008. /s/ Isaac Torres ---------------------------------------- Isaac Torres Assistant Secretary (Corporate Seal) -----END PRIVACY-ENHANCED MESSAGE-----