Registration Statement for a Separate Account (Unit Investment Trust) — Form N-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-4 Metropolitan Life Separate Account E - Investment 137± 510K
Portfolio Architect
13: COVER ¶ Comment-Response or Cover Letter to the SEC 2± 2K
12: EX-99.13 Powers of Attorney 28 134K
2: EX-99.4(I) Deferred Annuity Contract 16 63K
3: EX-99.4(II) Form of Contract Schedule (Standard Version) 4 19K
4: EX-99.4(III) Form of Contract Schedule (C-Share Option) 3 16K
5: EX-99.4(IV) Nursing Home or Hospital Confinement Rider 2 12K
6: EX-99.4(V) Terminal Illness Rider 1 7K
7: EX-99.4(VI) Unisex Annuity Rates Rider 2 11K
8: EX-99.4(XII) Death Benefit Rider - Return of Premium 2± 11K
9: EX-99.5 Form of Variable Annuity Application 6 32K
10: EX-99.8(VII) Participation Agreement With Pimco Variable 38 133K
Insurance Trust
11: EX-99.8(VIII) Participation Agreement With Universal 44 122K
Institutional Funds, Inc.
‘N-4’ — Metropolitan Life Separate Account E – Investment Portfolio Architect
Document Table of Contents
As filed with the Securities and Exchange Commission on August 28, 2014
File Nos. 333-
811-04001
UNITED STATES
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. 213 [x]
(Check Appropriate Box or Boxes)
Metropolitan Life Separate Account E
(Exact Name of Registrant)
Metropolitan Life Insurance Company
(Exact Name of Depositor)
200 PARK AVENUE,
NEW YORK, NY 10166
(Address of Depositor's Principal Executive Offices) (Zip Code)
(800) 989-3752
(Depositor's Telephone Number, including Area Code)
RICARDO A. ANZALDUA, ESQ.
EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
Metropolitan Life Insurance Company
200 PARK AVENUE
NEW YORK, NY 10166
(Name and Address of Agent for Service)
COPIES TO:
W. Thomas Conner
Reed Smith LLP
1301 K Street, N.W.
Washington, D.C. 20005-3373
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING
As soon as possible after the effective date of this registration statement.
The Registrant hereby amends this registration statement on such 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 said Section 8(a),
may determine.
TITLE OF SECURITIES BEING REGISTERED
Interest in a separate account under individual flexible premium deferred
variable annuity contracts.
THE VARIABLE ANNUITY CONTRACT
ISSUED BY
METROPOLITAN LIFE INSURANCE COMPANY
AND
METROPOLITAN LIFE SEPARATE ACCOUNT E
METLIFE INVESTMENT PORTFOLIO ARCHITECTSM - STANDARD VERSION
METLIFE INVESTMENT PORTFOLIO ARCHITECTSM - C SHARE OPTION
__________, 2014
This prospectus describes the flexible premium deferred variable annuity
contract offered by Metropolitan Life Insurance Company (MetLife
or we or us). The contract is offered for individuals and some
tax qualified and non-tax qualified retirement plans.
The annuity contract has 80 investment choices.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.
AMERICAN FUNDS INSURANCE SERIES (Reg. TM)
(CLASS 4):
Global Small Capitalization FundSM
BLACKROCK VARIABLE SERIES FUNDS, INC. (CLASS III):
BlackRock Global Allocation V.I. Fund
IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (CLASS A):
Ivy Funds VIP Asset Strategy
LEGG MASON PARTNERS VARIABLE EQUITY TRUST (CLASS II):
Permal Alternative Select VIT Portfolio
MET INVESTORS SERIES TRUST (CLASS B OR, AS NOTED,
CLASS C):
AllianceBernstein Global Dynamic Allocation Portfolio
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio
American Funds (Reg. TM) Growth Portfolio (Class C)
AQR Global Risk Balanced Portfolio
BlackRock Global Tactical Strategies Portfolio
BlackRock High Yield Portfolio
Clarion Global Real Estate Portfolio
ClearBridge Aggressive Growth Portfolio
Goldman Sachs Mid Cap Value Portfolio
Harris Oakmark International Portfolio
Invesco Balanced-Risk Allocation Portfolio
Invesco Comstock Portfolio
Invesco Mid Cap Value Portfolio
Invesco Small Cap Growth Portfolio
JPMorgan Core Bond Portfolio
JPMorgan Global Active Allocation Portfolio
JPMorgan Small Cap Value Portoflio
Loomis Sayles Global Markets Portfolio
Lord Abbett Bond Debenture Portfolio
Met/Artisan International Portolfio
Met/Eaton Vance Floating Rate Portfolio
Met/Franklin Low Duration Total Return Portfolio
Met/Templeton International Bond Portfolio
MetLife Balanced Plus Portfolio
MetLife Multi-Index Targeted Risk Portfolio
MFS (Reg. TM) Emerging Markets Equity Portfolio
MFS (Reg. TM) Research International Portfolio
Morgan Stanley Mid Cap Growth Portfolio
Oppenheimer Global Equity Portfolio
1
PanAgora Global Diversified Risk Portfolio
PIMCO Inflation Protected Bond Portfolio
PIMCO Total Return Portfolio
Pioneer Fund Portfolio
Pioneer Strategic Income Portfolio
Pyramis (Reg. TM) Government Income Portfolio
Pyramis (Reg. TM) Managed Risk Portfolio
Schroders Global Multi-Asset Portfolio
T. Rowe Price Large Cap Value Portfolio
Third Avenue Small Cap Value Portfolio
WMC Large Cap Research
METROPOLITAN SERIES FUND (CLASS B, OR AS NOTED, CLASS G):
Baillie Gifford International Stock Portfolio
Barclays Aggregate Bond Index Portfolio (Class G)
BlackRock Bond Income Portfolio
BlackRock Capital Appreciation Portfolio
BlackRock Large Cap Value Portfolio
BlackRock Money Market Portfolio
Jennison Growth Portfolio
Loomis Sayles Small Cap Core Portfolio
Met/Dimensional International Small Company Portfolio
MetLife Mid Cap Stock Index Portfolio (Class G)
MetLife Stock Index Portfolio (Class G)
MFS (Reg. TM) Value Portfolio
MSCI EAFE (Reg. TM) Index Portfolio (Class G)
Neuberger Berman Genesis Portfolio
Russell 2000 (Reg. TM) Index Portfolio (Class G)
T. Rowe Price Large Cap Growth Portfolio
T. Rowe Price Small Cap Growth Portfolio (Class G)
Van Eck Global Natural Resources Portfolio
Western Asset Management Strategic Bond Opportunities Portfolio
Western Asset Management U.S. Government Portfolio
WMC Core Equity Opportunities Portfolio
PIMCO VARIABLE INSURANCE TRUST
(CLASS M):
PIMCO CommodityRealReturn (Reg. TM) Strategy Portfolio
PIMCO Emerging Market Bond Portfolio
PIMCO Unconstrained Bond Portfolio
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (CLASS II):
Global Infrastructure Portfolio
VAN ECK VIP TRUST (CLASS S):
Long/Short Equity Index Fund
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PORTFOLIOS:
American Funds (Reg. TM) Moderate Allocation Portfolio (Class C)
American Funds (Reg. TM) Balanced Allocation Portfolio (Class C)
American Funds (Reg. TM) Growth Allocation Portfolio (Class C)
MetLife Asset Allocation 100 Portfolio (Class B)
SSgA Growth and Income ETF Portfolio (Class B)
SSgA Growth ETF Portfolio (Class B)
METROPOLITAN SERIES FUND - ASSET ALLOCATION PORTFOLIOS (CLASS B):
MetLife Asset Allocation 20 Portfolio
MetLife Asset Allocation 40 Portfolio
MetLife Asset Allocation 60 Portfolio
MetLife Asset Allocation 80 Portfolio
Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the MetLife Variable Annuity
Contract.
To learn more about the MetLife Variable Annuity Contract, you can obtain a
copy of the Statement of Additional Information (SAI) dated __________, 2014.
The SAI has been filed with the Securities and Exchange Commission (SEC) and is
legally a part of the prospectus. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the
SEC. The Table of Contents of the SAI is on Page 53 of this prospectus. For a
free copy of the SAI, call us at (800) 343-8496, visit our website at
WWW.METLIFE.COM, or write to us at: 11225 North Community House Road,
Charlotte, NC 28277.
The contracts:
o are not bank deposits
o are not FDIC insured
o are not insured by any federal government agency
o are not guaranteed by any bank or credit union
o may be subject to loss of principal
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________, 2014
2
TABLE OF CONTENTS PAGE
PAGE
[Download Table]
INDEX OF SPECIAL TERMS.................. 4
HIGHLIGHTS.............................. 5
FEE TABLES AND EXAMPLES................. 7
1. THE ANNUITY CONTRACT................. 15
Frequent or Large Transfers........ 15
2. PURCHASE............................. 15
Purchase Payments.................. 16
Termination for Low Account Value.. 16
Allocation of Purchase Payments.... 17
Free Look.......................... 17
Accumulation Units................. 17
Account Value...................... 18
Replacement of Contracts........... 18
Owning Multiple Contracts.......... 18
3. INVESTMENT OPTIONS................... 18
Investment Portfolios That Are 22
Funds-of-Funds...................
Transfers.......................... 22
Asset Allocation Program - 25
Blueprint Models.................
Dollar Cost Averaging Program 27
(DCA)............................
Automatic Rebalancing Program...... 27
Voting Rights...................... 28
Substitution of Investment Options. 28
4. EXPENSES............................. 28
Product Charges.................... 28
Account Fee........................ 29
Withdrawal Charge.................. 29
Reduction or Elimination of the
Withdrawal
Charge........................... 30
Premium and Other Taxes............ 30
Transfer Fee....................... 30
Income Taxes....................... 31
Investment Portfolio Expenses...... 31
5. ANNUITY PAYMENTS
(THE INCOME PHASE)................. 31
Annuity Date....................... 31
[Download Table]
Annuity Payments................... 31
Annuity Options.................... 32
Variable Annuity Payments.......... 33
Fixed Annuity Payments............. 34
6. ACCESS TO YOUR MONEY................. 34
Systematic Withdrawal Program...... 35
Suspension of Payments or 35
Transfers........................
7. PERFORMANCE.......................... 35
8. DEATH BENEFIT........................ 36
Upon Your Death.................... 36
Standard Death Benefit (Account 36
Value)...........................
Optional Death Benefit - Return of 36
Premium..........................
General Death Benefit Provisions... 37
Spousal Continuation............... 37
Death of the Annuitant............. 38
Controlled Payout.................. 38
9. FEDERAL INCOME TAX STATUS............ 38
Non-Qualified Contracts............ 38
Qualified Contracts................ 42
10. OTHER INFORMATION................... 47
Metropolitan Life Insurance 47
Company..........................
The Separate Account............... 47
Distributor........................ 48
Selling Firms...................... 48
Requests and Elections............. 50
Ownership.......................... 51
Legal Proceedings.................. 52
Financial Statements............... 52
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION.................. 52
APPENDIX A.............................. A-1
Participating Investment A-1
Portfolios.......................
APPENDIX B.............................. B-1
Death Benefit Example.............. B-1
3
INDEX OF SPECIAL TERMS
Because of the complex nature of the contract, we have used certain words or
terms in this prospectus which may need an explanation. We have identified the
following as some of these words or terms. The page that is indicated here is
where we believe you will find the best explanation for the word or term. These
words and terms are in italics on the indicated page.
PAGE
Account Value............................................................ 18
Accumulation Phase....................................................... 15
Accumulation Unit........................................................ 17
Annuitant................................................................ 52
Annuity Date............................................................. 31
Annuity Options.......................................................... 32
Annuity Payments......................................................... 31
Annuity Units............................................................ 31
Beneficiary.............................................................. 51
Business Day............................................................. 17
Contract Year............................................................ 16
Good Order............................................................... 51
Income Phase............................................................. 15
Investment Portfolios.................................................... 18
Joint Owners............................................................. 51
Owner.................................................................... 51
Purchase Payment......................................................... 16
Separate Account......................................................... 47
4
HIGHLIGHTS
The variable annuity contract that we are offering is a contract between you,
the Owner, and us, the insurance company, where you agree to make at least one
Purchase Payment to us and we agree to make a series of Annuity Payments at a
later date. The contract has a maximum issue age and you should consult with
your registered representative. The contract provides a means for investing on
a tax-deferred basis in the Investment Portfolios. The contract is intended for
retirement savings or other long-term investment purposes. When you purchase
the contract, you can choose an optional death benefit and fixed and variable
income options. We are obligated to pay all money we owe under the contracts,
including death benefits and income payments. Any such amount that exceeds the
assets in the Separate Account is paid from our general account, subject to our
financial strength and claims-paying ability and our long-term ability to make
such payments, and is not guaranteed by any other party. (See "Other
Information - The Separate Account".)
The contract allows you to select one of two different charge structures,
referred to as a class, based on your specific situation. The two classes of
the contract are the Standard Version and the C Share Option. Each class
imposes different mortality and expense charges, and the Standard Version of
the contract imposes a withdrawal charge. Depending on your expectations and
preferences, you can choose the class that best meets your needs.
Prior to issuance, you must select either:
o The Standard Version of the contract, which imposes a withdrawal charge on
withdrawals equal to a maximum of 7% of each Purchase Payment, reducing
over five years, and a mortality and expense charge that is lower than the
mortality and expense charge of the C Share Option; or
o The C Share Option, which imposes no withdrawal charge but has a mortality
and expense charge that is higher than the mortality and expense charge of
the Standard Version.
If you elect the C Share Option, you may make withdrawals from your contract,
including a complete withdrawal, at any time without paying a withdrawal
charge, whereas you would need to wait until the sixth Contract Year (i.e., the
Contract Year starting on the day after your fifth contract anniversary) under
the Standard Version to make a complete withdrawal without a withdrawal charge.
However, the C Share Option has a higher mortality and expense charge for the
duration of the contract whereas under the Standard Version the withdrawal
charge on each Purchase Payment is reduced to 0% after five years. Which class
of the contract is appropriate for you will depend on your particular
circumstances, for example the size and timing of Purchase Payments and
withdrawals you expect to make. You should carefully consider which of the two
classes is appropriate for you.
The contract, like all deferred annuity contracts, has two phases: the
Accumulation Phase and the Income Phase. During the Accumulation Phase,
earnings accumulate on a tax-deferred basis and are taxed as income when you
make a withdrawal. For the Standard Version, if you make a withdrawal during
the Accumulation Phase, we may assess a withdrawal charge of up to 7%. (There
are no withdrawal charges for the C Share Option.) Certain withdrawals,
depending on the amount and timing, may negatively impact the guarantees
provided by your contract. You should carefully consider whether a withdrawal
under a particular circumstance will have any negative impact to your
guarantees. The impact of withdrawals generally on your guarantees is discussed
in the corresponding sections of the prospectus describing such guarantees.
The Income Phase occurs when you or a designated payee begin receiving regular
Annuity Payments from your contract. You and the Annuitant (the person on whose
life we base Annuity Payments) do not have to be the same, unless you purchase
a tax qualified contract.
You can have Annuity Payments made on a variable basis, a fixed basis, or a
combination of both. If you choose variable Annuity Payments, the amount of the
variable Annuity Payments will depend upon the investment performance of the
Investment Portfolio(s) you select for the Income Phase. If you choose fixed
Annuity Payments, the amount of each payment will not change during the Income
Phase.
TAX DEFERRAL AND QUALIFIED PLANS. The contracts are offered for individuals and
some tax qualified and non-tax qualified retirement plans. For any tax
qualified account (e.g., an IRA), the tax deferred accrual feature is provided
by the tax qualified retirement plan. Therefore, there
5
should be reasons other than tax deferral for acquiring the contract within a
qualified plan. (See "Federal Income Tax Status.")
FREE LOOK. You may cancel the contract within 10 days after receiving it. If
you mail your cancellation request, the request must be postmarked by the
appropriate day; if you deliver your cancellation request by hand, it must be
received by us by the appropriate day. You will receive whatever your contract
is worth on the day that we receive your cancellation request, and we will not
deduct a withdrawal charge. The amount you receive may be more or less than
your Purchase Payment, depending upon the performance of the Investment
Portfolios. You bear the risk of any decline in Account Value. We do not refund
any charges or deductions assessed during the free look period.
TAX PENALTY. The earnings in your contract are not taxed until you take money
out of your contract. If you take money out of a Non-Qualified Contract during
the Accumulation Phase, for tax purposes any earnings are deemed to come out
first. If you are younger than 59 1/2 when you take money out, you may be
charged a 10% federal tax penalty on those earnings. Payments during the Income
Phase are considered partly a return of your original investment until your
investment is returned.
NON-NATURAL PERSONS AS OWNERS. If the Owner of a non-qualified annuity contract
is not a natural person (e.g., a corporation, partnership or certain trusts),
gains under the contract are generally not eligible for tax deferral. The Owner
of this contract can be a natural person, a trust established for the exclusive
benefit of a natural person, a charitable remainder trust or other trust
arrangement (if approved by us). The Owner of this contract can also be a
Beneficiary of a deceased person's contract that is an Individual Retirement
Account or non-qualified deferred annuity. A contract generally may have two
Owners (both of whom must be individuals). The contract is not available to
corporations or other business organizations, except to the extent an employer
is the purchaser of a SEP contract. Subject to state approval, certain
retirement plans qualified under the Internal Revenue Code may purchase the
contract. If a non-natural person is the Owner of a Non-Qualified Contract, the
distribution on death rules under the Internal Revenue Code may require payment
to begin earlier than expected and may impact the usefulness of the optional
Return of Premium death benefit.
NON-NATURAL PERSONS AS BENEFICIARIES. Naming a non-natural person, such as a
trust or estate, as a Beneficiary under the contract will generally eliminate
the Beneficiary's ability to stretch the contract or a spousal Beneficiary's
ability to continue the contract and the death benefits.
INQUIRIES. If you need more information, please contact our Annuity Service
Center at:
MetLife Investors Distribution Company
P.O. Box 10366
Des Moines, Iowa 50306-0366
(800) 343-8496
ELECTRONIC DELIVERY. As an Owner you may elect to receive electronic delivery
of current prospectuses related to this contract, prospectuses and annual and
semi-annual reports for the Investment Portfolios and other contract related
documents.
Contact us at WWW.METLIFEINVESTORS.COM for more information and to enroll.
6
FEE TABLES AND EXAMPLES
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 ACCOUNT VALUE BETWEEN INVESTMENT OPTIONS.
STATE PREMIUM TAXES MAY ALSO BE DEDUCTED. NEW YORK DOES NOT CURRENTLY ASSESS
PREMIUM TAXES ON PURCHASE PAYMENTS.
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OWNER TRANSACTION EXPENSES TABLE
[Download Table]
WITHDRAWAL CHARGE
METLIFE INVESTMENT PORTFOLIO ARCHITECT 7%
- STANDARD VERSION (Note 1)
(as a percentage of Purchase Payments)
METLIFE INVESTMENT PORTFOLIO ARCHITECT None
- C SHARE OPTION
(as a percentage of Purchase Payments)
TRANSFER FEE (Note 2) $25
$0 (First 12 per year)
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Note 1. For the Standard Version of the contract, if an amount withdrawn is
determined to include the withdrawal of prior Purchase Payments, a withdrawal
charge may be assessed. Withdrawal charges are calculated in accordance with
the following. (See "Expenses - Withdrawal Charge.")
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------- ------------------------
0 7
1 7
2 6
3 6
4 5
5 and thereafter 0
Note 2. There is no charge for the first 12 transfers in a Contract Year;
thereafter the fee is $25 per transfer. MetLife is currently waiving the
transfer fee, but reserves the right to charge the fee in the future.
7
THE NEXT TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY
DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING INVESTMENT PORTFOLIO
FEES AND EXPENSES.
--------------------------------------------------------------------------------
[Download Table]
ACCOUNT FEE (Note 1) $30
SEPARATE ACCOUNT ANNUAL EXPENSES (Note 2)
(referred to as Separate Account Product Charges)
(as a percentage of average Account Value in the Separate Account)
[Download Table]
METLIFE INVESTMENT PORTFOLIO ARCHITECT
----------------------------------------
- C SHARE
----------------------------------------
OPTION
----------------------------------------
Mortality and Expense Charge 1.10%
Administration Charge 0.25%
----
Total Separate Account Annual Expenses 1.35%
Optional Death Benefit - Return of 0.25%
Premium
Total Separate Account Annual Expenses
Including Charge for Optional Death 1.60%
Benefit
METLIFE INVESTMENT PORTFOLIO ARCHITECT
----------------------------------------
- STANDARD
----------------------------------------
VERSION
----------------------------------------
Mortality and Expense Charge 0.85%
Administration Charge 0.25%
----
Total Separate Account Annual Expenses 1.10%
Optional Death Benefit - Return of 0.25%
Premium
Total Separate Account Annual Expenses
Including Charge for Optional Death 1.35%
Benefit
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Note 1. An account fee of $30 is charged on the last day of each Contract Year
if the Account Value is less than $50,000. Different policies apply during the
Income Phase of the contract. (See "Expenses.")
Note 2. Certain charges may not apply during the Income Phase of the contract.
(See "Expenses.")
8
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THE NEXT TABLE SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES CHARGED
BY THE INVESTMENT PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT
YOU OWN THE CONTRACT. CERTAIN INVESTMENT PORTFOLIOS MAY IMPOSE A REDEMPTION FEE
IN THE FUTURE. MORE DETAIL CONCERNING EACH INVESTMENT PORTFOLIO'S FEES AND
EXPENSES IS CONTAINED IN THE PROSPECTUSES FOR THE INVESTMENT PORTFOLIOS AND IN
THE FOLLOWING TABLES.
[Download Table]
Minimum Maximum
------- -------
Total Annual Portfolio Expenses [0.52]% [2.80]%
(expenses that are deducted from
investment portfolio assets, including
management fees, 12b-1/service fees,
and other expenses)
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FOR INFORMATION CONCERNING COMPENSATION PAID FOR THE SALE OF THE CONTRACTS, SEE
"OTHER INFORMATION - DISTRIBUTOR."
9
INVESTMENT PORTFOLIO EXPENSES
(as a percentage of the average daily net assets of an Investment Portfolio)
[TO BE UPDATED BY AMENDMENT]
The following table is a summary. For more complete information on Investment
Portfolio fees and expenses, please refer to the prospectus for each Investment
Portfolio.
[Enlarge/Download Table]
NET
ACQUIRED TOTAL CONTRACTUAL TOTAL
FUND ANNUAL EXPENSE ANNUAL
MANAGEMENT 12B-1/SERVICE OTHER FEES AND PORTFOLIO SUBSIDY PORTFOLIO
FEES FEES EXPENSES EXPENSES EXPENSES OR DEFERRAL EXPENSES
------------ --------------- ---------- ---------- ----------- ------------- ----------
AMERICAN FUNDS INSURANCE SERIES (Reg.
TM)
Global Small Capitalization PortfolioSM 0.70% 0.25% 0.29% 0.00% 1.24% - 1.24%
BLACKROCK VARIABLE SERIES FUNDS, INC.
BlackRock Global Allocation V.I. 0.62% 0.25% 0.24% 0.00%% 1.11% 0.14% 0.97%
Portfolio
IVY FUNDS VARIABLE INSURANCE PORTFOLIOS
Ivy Funds VIP Asset Strategy 0.68% 0..25% 0.05% 0.00% 0.98% - 0.98%
LEGG MASON PARTNERS VARIABLE EQUITY
TRUST
Permal Alternative Select VIT Portfolio 1.99% 0.00% 0.81% 0.00% 2.80% 0.31% 2.49%
MET INVESTORS SERIES TRUST
AllianceBernstein Global Dynamic 0.61% 0.25% 0.03% 0.01% 0.90% 0.02% 0.88%
Allocation
Portfolio
Allianz Global Investors Dynamic 0.68% 0.25% 0.93% 0.00% 1.86% 0.66% 1.20%
Multi-Asset
Plus Portfolio
American Funds (Reg. TM) Growth 0.00% 0.55% 0.02% 0.35% 0.92% - 0.92%
Portfolio
AQR Global Risk Balanced Portfolio 0.61% 0.25% 0.04% 0.03% 0.93% 0.02% 0.91%
BlackRock Global Tactical Strategies 0.66% 0.25% 0.01% 0.14% 1.06% 0.03% 1.03%
Portfolio
BlackRock High Yield Portfolio 0.60% 0.25% 0.09% 0.08% 1.02% - 1.02%
Clarion Global Real Estate Portfolio 0.60% 0.25% 0.05% 0.00% 0.90% - 0.90%
ClearBridge Aggressive Growth Portfolio 0.59% 0.25% 0.02% 0.00% 0.86% 0.00% 0.86%
Goldman Sachs Mid Cap Value Portfolio 0.71% 0.25% 0.03% 0.00% 0.99% - 0.99%
Harris Oakmark International Portfolio 0.77% 0.25% 0.06% 0.00% 1.08% 0.02% 1.06%
Invesco Balanced-Risk Allocation 0.64% 0.25% 0.04% 0.03% 0.96% 0.03% 0.93%
Portfolio
Invesco Comstock Portfolio 0.57% 0.25% 0.02% 0.00% 0.84% 0.02% 0.82%
Invesco Mid Cap Value Portfolio 0.65% 0.25% 0.05% 0.08% 1.03% 0.02% 1.01%
Invesco Small Cap Growth Portfolio 0.85% 0.25% 0.02% 0.00% 1.12% 0.02% 1.10%
JPMorgan Core Bond Portfolio 0.55% 0.25% 0.02% 0.00% 0.82% 0.13% 0.69%
JPMorgan Global Active Allocation 0.74% 0.25% 0.09% 0.00% 1.08% 0.05% 1.03%
Portfolio
JPMorgan Small Cap Value Portfolio 0.77% 0.25% 0.06% 0.04% 1.12% - 1.12%
Loomis Sayles Global Markets Portfolio 0.70% 0.25% 0.08% 0.00% 1.03% - 1.03%
Lord Abbett Bond Debenture Portfolio 0.51% 0.25% 0.03% 0.00% 0.79% - 0.79%
Met/Artisan International Portfolio 0.75% 0.25% 0. % 0.00% 0. % - 1. %
Met/Eaton Vance Floating Rate Portfolio 0.60% 0.25% 0.07% 0.00% 0.92% - 0.92%
Met/Franklin Low Duration Total Return 0.50% 0.25% 0.05% 0.00% 0.80% 0.03% 0.77%
Portfolio
Met/Templeton International Bond 0.50% 0.25% 0.05% 0.00% 0.80% 0.03% 0.77%
Portfolio
MetLife Balanced Plus Portfolio 0.24% 0.25% 0.01% 0.42% 0.92% 0.00% 0.92%
MetLife Multi-Index Targeted Risk 0.18% 0.25% 0.11% 0.22% 0.76% - 0.76%
Portfolio
10
[Enlarge/Download Table]
NET
ACQUIRED TOTAL CONTRACTUAL TOTAL
FUND ANNUAL EXPENSE ANNUAL
MANAGEMENT 12B-1/SERVICE OTHER FEES AND PORTFOLIO SUBSIDY PORTFOLIO
FEES FEES EXPENSES EXPENSES EXPENSES OR DEFERRAL EXPENSES
------------ --------------- ---------- ---------- ----------- ------------- ----------
MET INVESTORS SERIES TRUST (CONT.)
MFS (Reg. TM) Emerging Markets Equity 0.87% 0.25% 0.15% 0.00% 1.27% 0.01% 1.26%
Portfolio
MFS (Reg. TM) Research International 0.68% 0.25% 0.07% 0.00% 1.00% 0.06% 0.94%
Portfolio
Morgan Stanley Mid Cap Growth Portfolio 0.64% 0.25% 0.05% 0.00% 0.94% 0.01% 0.93%
Oppenheimer Global Equity Portfolio 0.67% 0.25% 0.08% 0.00% 1.00% 0.03% 0.97%
PanAgora Global Diversified Risk 0.65% 0.25% 0.98% 0.02% 1.90% 0.58% 1.32%
Portfolio
PIMCO Inflation Protected Bond 0.47% 0.25% 0.08% 0.00% 0.80% 0.00% 0.80%
Portfolio
PIMCO Total Return Portfolio 0.48% 0.25% 0.03% 0.00% 0.76% - 0.76%
Pioneer Fund Portfolio 0.65% 0.25% 0.05% 0.00% 0.95% 0.04% 0.91%
Pioneer Strategic Income Portfolio 0.57% 0.25% 0.06% 0.00% 0.88% - 0.88%
Pyramis (Reg. TM) Government Income 0.42% 0.25% 0.03% 0.00% 0.70% - 0.70%
Portfolio
Pyramis (Reg. TM) Managed Risk 0.45% 0.25% 0.45% 0.46% 1.61% 0.35% 1.26%
Portfolio
Schroders Global Multi-Asset Portfolio 0.65% 0.25% 0.10% 0.05% 1.05% - 1.05%
T. Rowe Price Large Cap Value Portfolio 0.57% 0.25% 0.02% 0.00% 0.84% - 0.84%
Third Avenue Small Cap Value Portfolio 0.73% 0.25% 0.03% 0.00% 1.01% 0.02% 0.99%
WMC Large Cap Research Portfolio 0.59% 0.25% 0.03% 0.00% 0.87% 0.05% 0.82%
METROPOLITAN SERIES FUND
Baillie Gifford International Stock 0.79% 0.25% 0.08% 0.00% 1.12% 0.12% 1.00%
Portfolio
Barclays Aggregate Bond Index Portfolio 0.25% 0.30% 0.03% 0.00% 0.58% 0.01% 0.57%
BlackRock Bond Income Portfolio 0.33% 0.25% 0.02% 0.00% 0.60% 0.00% 0.60%
BlackRock Capital Appreciation 0.69% 0.25% 0.02% 0.00% 0.96% 0.01% 0.95%
Portfolio
BlackRock Large Cap Value Portfolio 0.63% 0.25% 0.02% 0.00% 0.90% 0.06% 0.84%
BlackRock Money Market Portfolio 0.33% 0.25% 0.02% 0.00% 0.60% 0.02% 0.58%
Jennison Growth Portfolio 0.60% 0.25% 0.02% 0.00% 0.87% 0.07% 0.80%
Loomis Sayles Small Cap Portfolio 0.90% 0.25% 0.05% 0.12% 1.32% 0.07% 1.25%
Met/Artisan Mid Cap Value Portfolio 0.81% 0.00% 0.02% 0.00% 0.83% - 0.83%
Met/Dimensional International Small 0.81% 0.25% 0.14% 0.00% 1.20% 0.01% 1.19%
Company Portfolio
MetLife Mid Cap Stock Index Portfolio 0.25% 0.30% 0.05% 0.02% 0.62% 0.00% 0.62%
MetLife Stock Index Portfolio 0.25% 0.25% 0.02% 0.00% 0.52% 0.01% 0.51%
MFS (Reg. TM) Value Portfolio 0.70% 0.25% 0.02% 0.00% 0.97% 0.14% 0.83%
MSCI EAFE (Reg. TM) Index Portfolio 0.30% 0.30% 0.10% 0.01% 0.71% 0.00% 0.71%
Neuberger Berman Genesis Portfolio 0.80% 0.25% 0.03% 0.00% 1.08% 0.01% 1.07%
Russell 2000 (Reg. TM) Index Portfolio 0.25% 0.30% 0.06% 0.11% 0.72% 0.00% 0.72%
T. Rowe Price Large Cap Growth 0.60% 0.25% 0.03% 0.00% 0.88% 0.01% 0.87%
Portfolio
T. Rowe Price Small Cap Growth 0.48% 0.25% 0.04% 0.00% 0.77% - 0.77%
Portfolio
Van Eck Global Natural Resources 0.78% 0.25% 0.03% 0.01% 1.07% 0.01% 1.06%
Portfolio
Western Asset Management Strategic Bond 0.60% 0.25% 0.06% 0.00% 0.91% 0.04% 0.87%
Opportunities Portfolio
Western Asset Management U.S. 0.47% 0.25% 0.02% 0.00% 0.74% 0.01% 0.73%
Government
Portfolio
WMC Core Equity Opportunities Portfolio 0.70% 0.25% 0.02% 0.00% 0.87% 0.11% 0.76%
11
[Enlarge/Download Table]
NET
ACQUIRED TOTAL CONTRACTUAL TOTAL
FUND ANNUAL EXPENSE ANNUAL
MANAGEMENT 12B-1/SERVICE OTHER FEES AND PORTFOLIO SUBSIDY PORTFOLIO
FEES FEES EXPENSES EXPENSES EXPENSES OR DEFERRAL EXPENSES
------------ --------------- ---------- ---------- ----------- ------------- ----------
PIMCO VARIABLE INSURANCE TRUST
PIMCO CommodityReal Return (Reg. TM) 0.74% 0.45% 0.08% 0.12% 1.39% 0. % 0. %
Strategy
Portfolio
PIMCO Emerging Markets Bond Portfolio 0.85% 0.45% 0.00% 0.00% 1.30% 0. % 0. %
PIMCO Unconstrained Bond Portfolio 0.90% 0.45% 0.00% 0.00% 1.35% 0. % 0. %
Portfolio
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
Global Infrastructure Portfolio 0.85% 0.35% 0.50% 0.00% 1.70% 0.58% 1.12%
VAN ECK VIP TRUST
Van Eck VIP Long/Short Equity Index 0. % 0. % 0. % 0. % 0. % 0. % 0. %
Portfolio
MET INVESTORS SERIES TRUST -
ASSET ALLOCATION PORTFOLIOS
American Funds (Reg. TM) Moderate 0.06% 0.55% 0.01% 0.40% 1.02% - 1.02%
Allocation
Portfolio
American Funds (Reg. TM) Balanced 0.06% 0.55% 0.00% 0.42% 1.03% - 1.03%
Allocation
Portfolio
American Funds (Reg. TM) Growth 0.06% 0.55% 0.01% 0.43% 1.05% - 1.05%
Allocation
Portfolio
MetLife Asset Allocation 100 Portfolio 0.07% 0.25% 0.01% 0.70% 1.03% - 1.03%
SSgA Growth and Income ETF Portfolio 0.30% 0.25% 0.01% 0.23% 0.79% - 0.79%
SSgA Growth ETF Portfolio 0.32% 0.25% 0.01% 0.25% 0.83% - 0.83%
METROPOLITAN SERIES FUND -
ASSET ALLOCATION PORTFOLIOS
MetLife Asset Allocation 20 Portfolio 0.09% 0.25% 0.02% 0.52% 0.88% 0.01% 0.87%
MetLife Asset Allocation 40 Portfolio 0.07% 0.25% 0.01% 0.57% 0.90% - 0.90%
MetLife Asset Allocation 60 Portfolio 0.06% 0.25% 0.00% 0.62% 0.93% - 0.93%
MetLife Asset Allocation 80 Portfolio 0.06% 0.25% 0.01% 0.66% 0.98% - 0.98%
The information shown in the table above was provided by the Investment
Portfolios and we have not independently verified that information. Net Total
Annual Portfolio Expenses shown in the table reflect any current fee waiver or
expense reimbursement arrangement that will remain in effect for a period of at
least one year from the date of the Investment Portfolio's 2014 prospectus.
"0.00%" in the Contractual Expense Subsidy or Deferral column indicates that
there is such an arrangement in effect for a Investment Portfolio, but that the
expenses of the Investment Portfolio are below the level that would trigger the
waiver or reimbursement. Fee waiver and expense reimbursement arrangements with
a duration of less than one year, or arrangements that may be terminated
without the consent of the Investment Portfolio's board of directors or
trustees, are not shown.
Certain Investment Portfolios that have "Acquired Fund Fees and Expenses" are
"funds of funds." A fund of funds invests substantially all of its assets in
other underlying funds. Because the Investment Portfolio invests in other
funds, it will bear its pro rata portion of the operating expenses of those
underlying funds, including the management fee.
12
EXAMPLES
THESE EXAMPLES ARE 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 INVESTMENT PORTFOLIO FEES AND EXPENSES.
THE EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE CONTRACT FOR THE TIME
PERIODS INDICATED. THE EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5%
RETURN EACH YEAR AND ASSUME: (A) MAXIMUM AND (B) MINIMUM FEES AND EXPENSES OF
ANY OF THE INVESTMENT PORTFOLIOS (BEFORE SUBSIDY AND/OR DEFERRAL). ALTHOUGH
YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS, YOUR
COSTS WOULD BE:
[TO BE UPDATED BY AMENDMENT]
METLIFE INVESTMENT PORTFOLIO ARCHITECT - C SHARE OPTION
CHART 1. Chart 1 assumes you select the optional Return of Premium death
benefit, which is the most expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
CHART 2. Chart 2 assumes that you do not select the optional death benefit,
which is the least expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
13
METLIFE INVESTMENT PORTFOLIO ARCHITECT - STANDARD VERSION
CHART 1. Chart 1 assumes you select the optional Return of Premium death
benefit, which is the most expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
CHART 2. Chart 2 assumes that you do not select the optional death benefit,
which is the least expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
maximum (a)$ (a)$ (a)$ (a)$
minimum (b)$ (b)$ (b)$ (b)$
The Examples should not be considered a representation of past or future
expenses or annual rates of return of any Investment Portfolio. Actual expenses
and annual rates of return may be more or less than those assumed for the
purpose of the Examples. Condensed financial information (Accumulation Unit
value information) is not available because the contract was not offered for
sale prior to November__, 2014, and therefore there are no Accumulation Units
outstanding as of the date of this prospectus.
14
1. THE ANNUITY CONTRACT
This prospectus describes the Variable Annuity Contract offered by us.
The variable annuity contract is a contract between you as the Owner, and us,
the insurance company, where we promise to pay an income to you, in the form of
Annuity Payments, beginning on a designated date that you select. Until you
decide to begin receiving Annuity Payments, your annuity is in the ACCUMULATION
PHASE. Once you begin receiving Annuity Payments, your contract switches to the
INCOME PHASE.
The contract benefits from tax deferral. Tax deferral means that you are not
taxed on earnings or appreciation on the assets in your contract until you take
money out of your contract. For any tax qualified account (e.g., an IRA), the
tax deferred accrual feature is provided by the tax qualified retirement plan.
Therefore, there should be reasons other than tax deferral for acquiring the
contract within a qualified plan. (See "Federal Income Tax Status.")
The contract is called a variable annuity because you can choose among the
Investment Portfolios and, depending upon market conditions, you can make or
lose money in any of these portfolios. The amount of money you are able to
accumulate in your contract during the Accumulation Phase depends upon the
investment performance of the Investment Portfolio(s) you select. The amount of
the Annuity Payments you receive during the Income Phase from the variable
annuity portion of the contract also depends, in part, upon the investment
performance of the Investment Portfolio(s) you select for the Income Phase. We
do not guarantee the investment performance of the variable annuity portion.
You bear the full investment risk for all amounts allocated to the variable
annuity portion.
Our general account consists of all assets owned by us other than those in the
Separate Account and our other separate accounts. We have sole discretion over
the investment of assets in the general account. If you select a fixed Annuity
Payment option during the Income Phase, payments are made from our general
account assets.
The amount of the Annuity Payments you receive during the Income Phase from a
fixed Annuity Payment option of the contract will remain level for the entire
Income Phase. (Please see "Annuity Payments (The Income Phase)" for more
information.)
As Owner of the contract, you exercise all interests and rights under the
contract. You can change the Owner at any time, subject to our underwriting
rules (see "Death Benefit" for information on how a change of ownership may
affect the death benefit). The contract may be owned generally by Joint Owners
(limited to two natural persons). We provide more information on this under
"Other Information - Ownership."
All contract provisions will be interpreted and administered in accordance with
the requirements of the Internal Revenue Code (the "Code"). Any Code references
to "spouses" include those persons who are married spouses under state law,
regardless of sex.
FREQUENT OR LARGE TRANSFERS
We have policies and procedures that attempt to detect frequent transfers in
situations where there is potential for pricing inefficiencies and where,
therefore, the transfers may adversely affect contract Owners and other persons
who have interests in the contracts. We employ various means to monitor
transfer activity, such as periodically examining the frequency and size of an
Owner's transfers into and out of Investment Portfolios that we believe present
the potential for pricing inefficiencies. Our policies and procedures may
result in transfer restrictions being applied to deter frequent transfers.
Large transfers may increase brokerage and administrative costs of the
Investment Portfolios and may disrupt portfolio management strategy. We do not
monitor for large transfers except where a portfolio manager of a particular
Investment Portfolio has brought large transfer activity to our attention,
including "block transfers" where transfer requests have been submitted on
behalf of multiple contract Owners by a third party, such as an investment
adviser. When we detect such large trades, we may impose restrictions similar
to those described above.
Our policies and procedures on frequent or large transfers are discussed in
more detail in "Investment Options - Transfers - Restrictions on Frequent
Transfers" and "Investment Options - Transfers - Restrictions on Large
Transfers." We may revise these policies and procedures in our sole discretion
at any time without prior notice.
2. PURCHASE
The contract may not be available for purchase through your broker dealer
("selling firm") during certain periods. There are a number of reasons why the
contract periodically may not be available, including that the
15
insurance company wants to limit the volume of sales of the contract. You may
wish to speak to your registered representative about how this may affect your
purchase. For example, you may be required to submit your purchase application
in Good Order prior to or on a stipulated date in order to purchase a contract,
and a delay in such process could result in your not being able to purchase a
contract. In addition, the optional death benefit rider described in this
prospectus may not be available through your selling firm, which you may also
wish to discuss with your registered representative. Your selling firm may
offer the contract with a lower maximum issue age for the contract than other
selling firms.
We reserve the right to reject any application.
PURCHASE PAYMENTS
A PURCHASE PAYMENT is the money you give us to invest in the contract. The
initial Purchase Payment is due on the date the contract is issued. You may
also be permitted to make subsequent Purchase Payments. Initial and subsequent
Purchase Payments are subject to certain requirements. These requirements are
explained below. We may restrict your ability to make subsequent Purchase
Payments. The manner in which subsequent Purchase Payments may be restricted is
discussed below.
GENERAL REQUIREMENTS FOR PURCHASE PAYMENTS. The following requirements apply to
initial and subsequent Purchase Payments:
o The minimum initial Purchase Payment we will accept is $10,000.
o If you want to make an initial Purchase Payment of $1 million or more, or a
subsequent Purchase Payment that would cause your total Purchase Payments
to exceed $1 million, you will need our prior approval.
o The minimum subsequent Purchase Payment is $500 unless you have elected an
electronic funds transfer program approved by us, in which case the
minimum subsequent Purchase Payment is $100 per month.
o We will accept a different amount if required by federal tax law.
o 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.")
o We will not accept Purchase Payments made with cash, money orders, or
travelers checks.
RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. We may restrict your ability to
make subsequent Purchase Payments. We will notify you in advance if we impose
restrictions on subsequent Purchase Payments. You and your financial
representative should carefully consider whether our ability to restrict
subsequent Purchase Payments is consistent with your investment objectives.
o We reserve the right to reject any Purchase Payment and to limit future
Purchase Payments. This means that we may restrict your ability to make
subsequent Purchase Payments for any reason, subject to applicable
requirements in New York State. We may make certain exceptions to
restrictions on subsequent Purchase Payments in accordance with our
established administrative procedures.
TERMINATION FOR LOW ACCOUNT VALUE
We may terminate your contract by paying you the Account Value in one sum if,
prior to the Annuity Date, you do not make Purchase Payments for three
consecutive Contract Years, the total amount of Purchase Payments made, less
any partial withdrawals, is less than $2,000 or any lower amount required by
federal tax laws, and the Account Value on or after the end of such three year
period is less than $2,000. (A CONTRACT YEAR is defined as a one-year period
starting on the date the contract is issued and on each contract anniversary
thereafter.) Accordingly, no contract will be terminated due solely to negative
investment performance. Federal tax law may impose additional restrictions on
our right to cancel your Traditional IRA, Roth IRA, SEP, or other Qualified
Contract. We will not terminate any contract that includes a guaranteed death
benefit if at the time the termination would otherwise occur, the guaranteed
amount under any death benefit is greater than the Account Value. For all other
contracts, we reserve the right to exercise this termination provision, subject
to obtaining any required regulatory approvals.
16
ALLOCATION OF PURCHASE PAYMENTS
When you purchase a contract, we will allocate your Purchase Payment to the
Investment Portfolios you have selected. Each allocation must be at least $500
and must be in whole numbers.
Once we receive your Purchase Payment and the necessary information (or a
designee receives a payment and the necessary information in accordance with
the designee's administrative procedures), we will issue your contract and
allocate your first Purchase Payment within 2 Business Days. A BUSINESS DAY is
each day that the New York Stock Exchange is open for business. A Business Day
closes at the close of normal trading on the New York Stock Exchange, usually
4:00 p.m. Eastern Time. If you do not give us all of the information we need,
we will contact you to get it before we make any allocation. If for some reason
we are unable to complete this process within 5 Business Days, we will either
send back your money or get your permission to keep it until we get all of the
necessary information. (See "Other Information - Requests and Elections.")
If you make additional Purchase Payments, we will allocate them in the same way
as your first Purchase Payment unless you tell us otherwise. However, if you
make an additional Purchase Payment while a Dollar Cost Averaging (DCA) program
is in effect, we will not allocate the additional Purchase Payment to the DCA
program, unless you tell us to do so. Instead, unless you give us other
instructions, we will allocate the additional Purchase Payment directly to the
same destination Investment Portfolios you selected under the DCA program. (See
"Investment Options - Dollar Cost Averaging Program.") You may change your
allocation instructions at any time by notifying us in writing, by calling us
or by Internet. If there are Joint Owners, unless we are instructed to the
contrary, we will accept allocation instructions from either Joint Owner.
FREE LOOK
If you change your mind about owning this contract, you can cancel it within 10
days after receiving it. We ask that you submit your request to cancel in
writing, signed by you, to our Annuity Service Center. When you cancel the
contract within this "free look" period, we will not assess a withdrawal
charge. You will receive back whatever your contract is worth on the day we
receive your request. This may be more or less than your Purchase Payment
depending upon the performance of the Investment Portfolios you allocated your
Purchase Payment to during the free look period. This means that you bear the
risk of any decline in the value of your contract during the free look period.
We do not refund any charges or deductions assessed during the free look
period.
ACCUMULATION UNITS
The portion of your Account Value allocated to the Separate Account will go up
or down depending upon the investment performance of the Investment
Portfolio(s) you choose. In order to keep track of this portion of your Account
Value, we use a unit of measure we call an ACCUMULATION UNIT. (An Accumulation
Unit works like a share of a mutual fund.)
Every Business Day as of the close of the New York Stock Exchange (generally
4:00 p.m. Eastern Time), we determine the value of an Accumulation Unit for
each of the Investment Portfolios by multiplying the Accumulation Unit value
for the immediately preceding Business Day by a factor for the current Business
Day. The factor is determined by:
1) dividing the net asset value per share of the Investment Portfolio at the
end of the current Business Day, plus any dividend or capital gains per
share declared on behalf of the Investment Portfolio as of that day, by
the net asset value per share of the Investment Portfolio for the previous
Business Day, and
2) multiplying it by one minus the Separate Account product charges
(including any rider charge for the Return of Premium death benefit) for
each day since the last Business Day and any charges for taxes.
The value of an Accumulation Unit may go up or down from day to day.
When you make a Purchase Payment, we credit your contract with Accumulation
Units. The number of Accumulation Units credited is determined by dividing the
amount of the Purchase Payment allocated to an Investment Portfolio by the
value of the Accumulation Unit for that Investment Portfolio.
Purchase Payments and transfer requests are credited to a contract on the basis
of the Accumulation Unit value next determined after receipt of a Purchase
Payment or transfer request. Purchase Payments or transfer requests received
before the close of the New York Stock Exchange will be credited to your
------
contract that day, after the New York Stock Exchange closes. Purchase Payments
or transfer requests received after the close of the New York Stock
-----
17
Exchange, or on a day when the New York Stock Exchange is not open, will be
treated as received on the next day the New York Stock Exchange is open (the
next Business Day).
EXAMPLE:
On Monday we receive an additional Purchase Payment of $5,000 from you
before 4:00 p.m. Eastern Time. You have told us you want this to go to the
MetLife Asset Allocation 60 Portfolio. When the New York Stock Exchange
closes on that Monday, we determine that the value of an Accumulation Unit
for the MetLife Asset Allocation 60 Portfolio is $12.50. We then divide
$5,000 by $12.50 and credit your contract on Monday night with 400
Accumulation Units for the MetLife Asset Allocation 60 Portfolio.
ACCOUNT VALUE
ACCOUNT VALUE is equal to the sum of your interests in the Investment
Portfolios. Your interest in each Investment Portfolio is determined by
multiplying the number of Accumulation Units for that portfolio by the value of
the Accumulation Unit.
REPLACEMENT OF CONTRACTS
EXCHANGE PROGRAMS. From time to time we may offer programs under which certain
fixed or variable annuity contracts previously issued by us or one of our
affiliates may be exchanged for the contracts offered by this prospectus.
Currently, with respect to exchanges from certain of our variable annuity
contracts to this contract, an existing contract is eligible for exchange if a
withdrawal from, or surrender of, the contract would not trigger a withdrawal
charge (certain restrictions may apply if the existing contract has living
benefits). The Account Value of a Standard Version of this contract
attributable to the exchanged assets will not be subject to any withdrawal
charge (there are no withdrawal charges for the C Share Option). Any additional
Purchase Payments contributed to the new contract will be subject to all fees
and charges, including the withdrawal charge described in this prospectus. You
should carefully consider whether an exchange is appropriate for you by
comparing the death benefits, living benefits, and other guarantees provided by
the contract you currently own to the benefits and guarantees that would be
provided by the new contract offered by this prospectus. Then, you should
compare the fees and charges (for example, the death benefit charges, the
living benefit charges, and the mortality and expense charge) of your current
contract to the fees and charges of the new contract, which may be higher than
your current contract. The programs we offer will be made available on terms
and conditions determined by us, and any such programs will comply with
applicable law. We believe the exchanges will be tax free for federal income
tax purposes; however, you should consult your tax adviser before making any
such exchange.
OTHER EXCHANGES. Generally you can exchange one variable annuity contract for
another in a tax-free exchange under Section 1035 of the Internal Revenue Code.
Before making an exchange, you should compare both annuities carefully. If you
exchange another annuity for the one described in this prospectus, unless the
exchange occurs under one of our exchange programs as described above, you
might have to pay a surrender charge on your old annuity, and there will be a
new surrender charge period for this contract. Other charges may be higher (or
lower) and the benefits may be different. Also, because we will not issue the
contract until we have received the initial premium from your existing
insurance company, the issuance of the contract may be delayed. Generally, it
is not advisable to purchase a contract as a replacement for an existing
variable annuity contract. Before you exchange another annuity for our
contract, ask your registered representative whether the exchange would be
advantageous, given the contract features, benefits and charges.
OWNING MULTIPLE CONTRACTS
You may be considering purchasing this contract when you already own a variable
annuity contract. You should carefully consider whether purchasing an
additional contract in this situation is appropriate for you by comparing the
features of the contract you currently own, including the death benefits,
living benefits, and other guarantees provided by the contract, to the features
of this contract. You should also compare the fees and charges of your current
contract to the fees and charges of this contract, which may be higher than
your current contract. You may also wish to discuss purchasing a contract in
these circumstances with your registered representative.
3. INVESTMENT OPTIONS
The contract offers 80 INVESTMENT PORTFOLIOS, which are listed below.
Additional Investment Portfolios may be available in the future.
YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY. YOU CAN OBTAIN
COPIES OF THE FUND PROSPECTUSES BY CALLING OR WRITING TO US AT:
18
METROPOLITAN LIFE INSURANCE COMPANY, ANNUITY SERVICE CENTER, P.O. BOX 10366,
DES MOINES, IOWA 50306-0366, (800) 343-8496. YOU CAN ALSO OBTAIN INFORMATION
ABOUT THE FUNDS (INCLUDING A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION)
BY ACCESSING THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://
WWW.SEC.GOV. APPENDIX A CONTAINS A SUMMARY OF ADVISERS, SUBADVISERS, AND
INVESTMENT OBJECTIVES FOR EACH INVESTMENT PORTFOLIO.
The investment objectives and policies of certain of the Investment Portfolios
may be similar to the investment objectives and policies of other mutual funds
that certain of the portfolios' investment advisers manage. Although the
objectives and policies may be similar, the investment results of the
Investment Portfolios may be higher or lower than the results of such other
mutual funds. The investment advisers cannot guarantee, and make no
representation, that the investment results of similar funds will be comparable
even though the funds may have the same investment advisers.
Shares of the Investment Portfolios may be offered to insurance company
separate accounts of both variable annuity and variable life insurance
contracts and to qualified plans. Due to differences in tax treatment and other
considerations, the interests of various Owners participating in, and the
interests of qualified plans investing in the Investment Portfolios may
conflict. The Investment Portfolios will monitor events in order to identify
the existence of any material irreconcilable conflicts and determine what
action, if any, should be taken in response to any such conflict.
CERTAIN PAYMENTS WE RECEIVE WITH REGARD TO THE INVESTMENT PORTFOLIOS. An
investment adviser (other than our affiliate MetLife Advisers, LLC) or
subadviser of an Investment Portfolio, or its affiliates, may make payments to
us and/or certain of our 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 our role
as an intermediary, with respect to the Investment Portfolios. We and our
affiliates may profit from these payments. These payments may be derived, in
whole or in part, from the advisory fee deducted from Investment Portfolio
assets. Contract Owners, through their indirect investment in the Investment
Portfolios, bear the costs of these advisory fees (see the Investment
Portfolios' prospectuses for more information). The amount of the payments we
receive is based on a percentage of assets of the Investment Portfolios
attributable to the contracts and certain other variable insurance products
that we and our affiliates issue. These percentages differ and some advisers or
subadvisers (or their affiliates) may pay us more than others. These
percentages currently range up to 0.50%.
Additionally, an investment adviser (other than our affiliate MetLife Advisers,
LLC) or subadviser of an Investment Portfolio or its affiliates may provide us
with wholesaling services that assist in the distribution of the contracts and
may pay us and/or certain of our affiliates amounts to participate in sales
meetings. These amounts may be significant and may provide the adviser or
subadviser (or its affiliate) with increased access to persons involved in the
distribution of the contracts.
We and/or certain of our affiliated insurance companies have joint ownership
interests in our affiliated investment adviser, MetLife Advisers, LLC, which is
formed as a "limited liability company." Our ownership interests in MetLife
Advisers, LLC entitle us to profit distributions if the adviser makes a profit
with respect to the advisory fees it receives from the Investment Portfolios.
We will benefit accordingly from assets allocated to the Investment Portfolios
to the extent they result in profits to the adviser. (See "Fee Tables and
Examples - Investment Portfolio Expenses" for information on the management
fees paid by the Investment Portfolios and the Statement of Additional
Information for the Investment Portfolios for information on the management
fees paid by the adviser to the subadvisers.)
Certain Investment Portfolios have adopted a Distribution Plan under Rule 12b-1
of the Investment Company Act of 1940. An Investment Portfolio's 12b-1 Plan, if
any, is described in more detail in the Investment Portfolio's prospectus. (See
"Fee Tables and Examples - Investment Portfolio Expenses" and "Distributor.")
Any payments we receive pursuant to those 12b-1 Plans are paid to us or our
distributor. Payments under an Investment Portfolio's 12b-1 Plan decrease the
Investment Portfolio's investment return.
We select the Investment Portfolios 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
Investment Portfolio's adviser or
19
subadviser is one of our affiliates or whether the Investment Portfolio, 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 adviser 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 to those
that are not, we may be more inclined to offer portfolios advised by our
affiliates in the variable insurance products we issue. We review the
Investment Portfolios periodically and may remove an Investment Portfolio or
limit its availability to new Purchase Payments and/or transfers of Account
Value if we determine that the Investment Portfolio no longer meets one or more
of the selection criteria, and/or if the Investment Portfolio has not attracted
significant allocations from contract Owners. In some cases, we have included
Investment Portfolios based on recommendations made by selling firms. These
selling firms may receive payments from the Investment Portfolios they
recommend and may benefit accordingly from the allocation of Account Value to
such Investment Portfolios.
WE DO NOT PROVIDE ANY INVESTMENT ADVICE AND DO NOT RECOMMEND OR ENDORSE ANY
PARTICULAR INVESTMENT PORTFOLIO. YOU BEAR THE RISK OF ANY DECLINE IN THE
ACCOUNT VALUE OF YOUR CONTRACT RESULTING FROM THE PERFORMANCE OF THE INVESTMENT
PORTFOLIOS YOU HAVE CHOSEN.
We make certain payments to American Funds Distributors, Inc., principal
underwriter for the American Funds Insurance Series (Reg. TM). (See "Other
Information - Distributor.")
[TO BE UPDATED BY AMENDMENT]
AMERICAN FUNDS INSURANCE SERIES (Reg. TM)
(CLASS 4)
American Funds Insurance Series (Reg. TM) is a trust with multiple portfolios.
Capital Research and Management Company is the investment adviser to each
portfolio. The following Class 4 portfolio is available under the contract:
Global Small Capitalization FundSM
BLACKROCK VARIABLE SERIES FUNDS, INC. (CLASS III)
BlackRock Variable Series Funds, Inc. is an open-end management investment
company with multiple funds. BlackRock Advisors, LLC is the manager of the
funds. The following Class III fund is available under the contract:
BlackRock Global Allocation V.I. Fund
IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (CLASS A)
Ivy Funds Variable Insurance Portfolios is a trust with multiple portfolios.
Waddell & Reed Investment Management Company is the investment manager for each
portfolio. The following Class A portfolio is available under the contract:
Ivy Funds VIP Asset Strategy
LEGG MASON PARTNERS VARIABLE EQUITY TRUST (CLASS II)
Legg Mason Partners Variable Equity Trust is a trust with multiple portfolios.
Legg Mason Partners Fund Advisor, LLC is the investment adviser to each
portfolio. Legg Mason Partners Fund Advisor, LLC has engaged subadvisers to
provide investment advice for the individual Investment Portfolios. (See
Appendix A for the names of the subadvisers.) The following Class II portfolio
is available under the contract:
Permal Alternative Select VIT Portfolio
MET INVESTORS SERIES TRUST (CLASS B OR, AS NOTED, CLASS C)
Met Investors Series Trust is a mutual fund with multiple portfolios. MetLife
Advisers, LLC (MetLife Advisers), an affiliate of Metropolitan Life, is the
investment manager of Met Investors Series Trust. MetLife Advisers has engaged
subadvisers to provide investment advice for the individual Investment
Portfolios. (See Appendix A for the names of the subadvisers.) The following
Class B or, as noted, Class C portfolios are available under the contract:
AllianceBernstein Global Dynamic Allocation Portfolio
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio
American Funds (Reg. TM) Growth Portfolio (Class C)
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AQR Global Risk Balanced Portfolio
BlackRock Global Tactical Strategies Portfolio
BlackRock High Yield Portfolio
Clarion Global Real Estate Portfolio
ClearBridge Aggressive Growth Portfolio
Goldman Sachs Mid Cap Value Portfolio
Harris Oakmark International Portfolio
Invesco Balanced-Risk Allocation Portfolio
Invesco Comstock Portfolio
Invesco Mid Cap Value Portfolio
Invesco Small Cap Growth Portfolio
JPMorgan Core Bond Portfolio
JPMorgan Global Active Allocation Portfolio
JPMorgan Small Cap Value Portoflio
Loomis Sayles Global Markets Portfolio
Lord Abbett Bond Debenture Portfolio
Met/Artisan International Portfolio
Met/Eaton Vance Floating Rate Portfolio
Met/Franklin Low Duration Total Return Portfolio
Met/Templeton International Bond Portfolio
MetLife Balanced Plus Portfolio
MetLife Multi-Index Targeted Risk Portfolio
MFS (Reg. TM) Emerging Markets Equity Portfolio
MFS (Reg. TM) Research International Portfolio
Morgan Stanley Mid Cap Growth Portfolio
Oppenheimer Global Equity Portfolio
PanAgora Global Diversified Risk Portfolio
PIMCO Inflation Protected Bond Portfolio
PIMCO Total Return Portfolio
Pioneer Fund Portfolio
Pioneer Strategic Income Portfolio
Pyramis (Reg. TM) Government Income Portfolio
Pyramis (Reg. TM) Managed Risk Portfolio
Schroders Global Multi-Asset Portfolio
T. Rowe Price Large Cap Value Portfolio
Third Avenue Small Cap Value Portfolio
WMC Large Cap Research Portfolio
METROPOLITAN SERIES FUND (CLASS B, OR AS NOTED, CLASS G)
Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife
Advisers is the investment adviser to the portfolios. MetLife Advisers has
engaged subadvisers to provide investment advice for the individual Investment
Portfolios. (See Appendix A for the names of the subadvisers.) The following
Class B, or as noted, Class G portfolios are available under the contract:
Baillie Gifford International Stock Portfolio
Barclays Aggregate Bond Index Portfolio (Class G)
BlackRock Bond Income Portfolio
BlackRock Capital Appreciation Portfolio
BlackRock Large Cap Value Portfolio
BlackRock Money Market Portfolio
Jennison Growth Portfolio
Loomis Sayles Small Cap Core Portfolio
Met/Artisan Mid Cap Value Portfolio (Class A)
Met/Dimensional International Small Company Portfolio
MetLife Mid Cap Stock Index Portfolio (Class G)
MetLife Stock Index Portfolio (Class G)
MFS (Reg. TM) Value Portfolio
MSCI EAFE (Reg. TM) Index Portfolio (Class G)
Neuberger Berman Genesis Portfolio
Russell 2000 (Reg. TM) Index Portfolio (Class G)
T. Rowe Price Large Cap Growth Portfolio
T. Rowe Price Small Cap Growth Portfolio (Class G)
Van Eck Global Natural Resources Portfolio
Western Asset Management Strategic Bond Opportunities Portfolio
Western Asset Management U.S. Government Portfolio
WMC Core Equity Opportunities Portfolio
PIMCO VARIABLE INSURANCE TRUST (CLASS M)
PIMCO Variable Insurance Trust is a mutual fund with multiple portfolios.
Pacific Investment Management Company LLC is the investment adviser to each
portfolio. The following Class M portfolios are available under the contract:
PIMCO Commodity Real Return (Reg. TM) Strategy Portfolio
PIMCO Emerging Market Bond Portfolio
PIMCO Unconstrained Bond Portfolio
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (CLASS II)
The Universal Institutional Funds, Inc. is an open-end management investment
company with multiple portfolios. The Portfolios are managed by Morgan Stanley
Investment Management Inc. The following Class II portfolio is available under
the contract:
Global Infrastructure Portfolio
VAN ECK VIP TRUST (CLASS S)
Van Eck VIP Trust is an open-end management investment company with multiple
funds. Van Eck Associates
21
Corporation serves as investment adviser to the funds. The following Class S
fund is available under the contract.
Long/Short Equity Index Fund
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PORTFOLIOS
In addition to the portfolios listed above under Met Investors Series Trust,
the following portfolios are available under the contract:
American Funds (Reg. TM) Moderate Allocation Portfolio (Class C)
American Funds (Reg. TM) Balanced Allocation Portfolio (Class C)
American Funds (Reg. TM) Growth Allocation Portfolio (Class C)
MetLife Asset Allocation 100 Portfolio (Class B)
SSgA Growth and Income ETF Portfolio (Class B)
SSgA Growth ETF Portfolio (Class B)
METROPOLITAN SERIES FUND - ASSET ALLOCATION PORTFOLIOS:
In addition to the portfolios listed above under Metropolitan Series Fund, the
following Class B portfolios are available under the contract:
MetLife Asset Allocation 20 Portfolio
MetLife Asset Allocation 40 Portfolio
MetLife Asset Allocation 60 Portfolio
MetLife Asset Allocation 80 Portfolio
INVESTMENT PORTFOLIOS THAT ARE FUNDS-OF-FUNDS
The following Investment Portfolios available within Met Investors Series Trust
and Metropolitan Series Fund are "funds of funds":
American Funds (Reg. TM) Balanced Allocation Portfolio
American Funds (Reg. TM) Growth Allocation Portfolio
American Funds (Reg. TM) Moderate Allocation Portfolio
BlackRock Global Tactical Strategies Portfolio
MetLife Asset Allocation 20 Portfolio
MetLife Asset Allocation 40 Portfolio
MetLife Asset Allocation 60 Portfolio
MetLife Asset Allocation 80 Portfolio
MetLife Asset Allocation 100 Portfolio
MetLife Balanced Plus Portfolio
MetLife Multi-Index Targeted Risk Portfolio
Pyramis (Reg. TM) Managed Risk Portfolio
SSgA Growth and Income ETF Portfolio
SSgA Growth ETF Portfolio
"Fund of funds" Investment Portfolios invest substantially all of their assets
in other portfolios or, with respect to the SSgA Growth and Income ETF
Portfolio and the SSgA Growth ETF Portfolio, other exchange-traded funds
("Underlying ETFs"). Therefore, each of these Investment Portfolios will bear
its pro rata share of the fees and expenses incurred by the underlying
portfolios or Underlying ETFs in which it invests in addition to its own
management fees and expenses. This will reduce the investment return of each of
the fund of funds Investment Portfolios. The expense levels will vary over
time, depending on the mix of underlying portfolios or Underlying ETFs in which
the fund of funds Investment Portfolio invests. Contract Owners may be able to
realize lower aggregate expenses by investing directly in the underlying
portfolios and Underlying ETFs instead of investing in the fund of funds
Investment Portfolios, if such underlying portfolios or Underlying ETFs are
available under the contract. However, no Underlying ETFs and only some of the
underlying portfolios are available under the contract.
TRANSFERS
GENERAL. You can transfer a portion of your Account Value among the Investment
Portfolios. The contract provides that you can make a maximum of 12 transfers
every year and that each transfer is made without charge. We measure a year
from the anniversary of the day we issued your contract. We currently allow
unlimited transfers but reserve the right to limit this in the future. We may
also limit transfers in circumstances of frequent or large transfers, or other
transfers we determine are or would be to the disadvantage of other contract
Owners. (See "Restrictions on Frequent Transfers" and "Restrictions on Large
Transfers" below.) We are not currently charging a transfer fee, but we reserve
the right to charge such a fee in the future. If such a charge were to be
imposed, it would be $25 for each transfer over 12 in a year. The transfer fee
will be deducted from the Investment Portfolio from which the transfer is made.
However, if the entire interest in an account is being transferred, the
transfer fee will be deducted from the amount which is transferred.
You can make a transfer to or from any Investment Portfolio, subject to the
limitations below. All transfers made on the same Business Day will be treated
as one transfer. Transfers received before the close of trading on the New York
Stock Exchange will take effect as of the end of the Business Day. The
following apply to any transfer:
22
o Your request for transfer must clearly state which Investment Portfolio(s)
are involved in the transfer.
o Your request for transfer must clearly state how much the transfer is for.
o The minimum amount you can transfer is $500 from an Investment Portfolio, or
your entire interest in the Investment Portfolio, if less (this does not
apply to pre-scheduled transfer programs).
During the Accumulation Phase, to the extent permitted by applicable law,
during times of drastic economic or market conditions, we may suspend the
transfer privilege temporarily without notice and treat transfer requests based
on their separate components (a redemption order with simultaneous request for
purchase of another Investment Portfolio). In such a case, the redemption order
would be processed at the source Investment Portfolio's next determined
Accumulation Unit value. However, the purchase of the new Investment Portfolio
would be effective at the next determined Accumulation Unit value for the new
Investment Portfolio only after we receive the proceeds from the source
Investment Portfolio, or we otherwise receive cash on behalf of the source
Investment Portfolio.
During the Income Phase, you cannot make transfers from a fixed Annuity Payment
option to the Investment Portfolios. You can, however, make transfers during
the Income Phase from the Investment Portfolios to a fixed Annuity Payment
option and among the Investment Portfolios.
TRANSFERS BY TELEPHONE OR OTHER MEANS. You may elect to make transfers by
telephone, Internet or other means acceptable to us. To elect this option, you
must first provide us with a notice or agreement in a form that we may require.
If you own the contract with a Joint Owner, unless we are instructed otherwise,
we will accept instructions from either you or the other Owner. (See "Other
Information - Requests and Elections.")
All transfers made on the same day will be treated as one transfer. A transfer
will be made as of the end of the Business Day when we receive a notice
containing all the required information necessary to process the request. We
will consider telephone and Internet requests received after the close of the
New York Stock Exchange (generally 4:00 p.m. Eastern Time), or on a day when
the New York Stock Exchange is not open, to be received on the next day the New
York Stock Exchange is open (the next Business Day).
PRE-SCHEDULED TRANSFER PROGRAM. There are certain programs that involve
transfers that are pre-scheduled. When a transfer is made as a result of such a
program, we do not count the transfer in determining the applicability of any
transfer fee and certain minimums do not apply. The current pre-scheduled
transfers are made in conjunction with the following: Dollar Cost Averaging and
Automatic Rebalancing Programs.
RESTRICTIONS ON FREQUENT TRANSFERS. Frequent requests from contract Owners to
transfer Account Value may dilute the value of an Investment Portfolio'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 portfolio and the reflection of that change in the portfolio's
share price ("arbitrage trading"). Frequent transfers involving arbitrage
trading may adversely affect the long-term performance of the Investment
Portfolios, 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 Investment Portfolios (i.e., the
American Funds Global Small Capitalization Fund, Baillie Gifford International
Stock Portfolio, BlackRock High Yield Portfolio, Clarion Global Real Estate
Portfolio, Harris Oakmark International Portfolio, Invesco Small Cap Growth
Portfolio, JPMorgan Small Cap Value Portfolio, Loomis Sayles Small Cap Core
Portfolio, Lord Abbett Bond Debenture Portfolio, Met/
Artisan International Portfolio, Met/Dimensional International Small Company
Portfolio, Met/Eaton Vance Floating Rate Portfolio, Met/Templeton International
Bond Portfolio, MFS Emerging Markets Equity Portfolio, MFS Research
International Portfolio, MSCI EAFE Index Portfolio, Neuberger Berman Genesis
Portfolio, Oppenheimer Global Equity Portfolio, PIMCO VIT Emerging Market Bond
Portfolio, Russell 2000 Index Portfolio, T. Rowe Price Small Cap Growth
Portfolio, Third Avenue Small Cap Value Portfolio, and Van Eck Global Natural
Resources Portfolio), and we monitor transfer activity in those portfolios (the
"Monitored Portfolios"). In addition, as described below, we treat all American
Funds Insurance Series (Reg. TM) portfolios ("American
23
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 category of
international, small-cap, and high-yield portfolios, in a 12-month period there
were: (1) six or more transfers involving the given category; (2) cumulative
gross transfers involving the given category that exceed the current Account
Value; and (3) two or more "round-trips" involving the given category. A
round-trip generally is defined as a transfer in followed by a transfer out
within the next seven calendar days or a transfer out followed by a transfer in
within the next seven calendar days, in either case subject to certain other
criteria. WE DO NOT BELIEVE THAT OTHER INVESTMENT PORTFOLIOS PRESENT A
SIGNIFICANT OPPORTUNITY TO ENGAGE IN ARBITRAGE TRADING AND THEREFORE DO NOT
MONITOR TRANSFER ACTIVITY IN THOSE PORTFOLIOS. We may change the Monitored
Portfolios at any time without notice in our sole discretion.
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 frequent transfer 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;
each additional violation will result in the imposition of a six-month
restriction, during which period we will require all transfer requests to or
from an American Funds portfolio to be submitted with an original signature.
Further, as Monitored Portfolios, all American Funds portfolios also will be
subject to our current frequent transfer policies, procedures and restrictions
(described below), 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 frequent transfers. Currently, when we detect transfer activity in the
Monitored Portfolios that exceeds our current transfer limits, we require
future transfer requests to or from any Monitored Portfolios under that
contract to be submitted with an original signature. A first occurrence will
result in the imposition of this restriction for a six month period; a second
occurrence will result in the permanent imposition of the restriction.
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 monitor the frequency of transfers.
The detection and deterrence of harmful transfer activity involves judgments
that are inherently subjective, such as the decision to monitor only those
Investment Portfolios 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 frequent
transfers in any Investment Portfolio and there are no arrangements in place to
permit any contract Owner to engage in frequent transfers; we apply our
policies and procedures without exception, waiver, or special arrangement.
The Investment Portfolios may have adopted their own policies and procedures
with respect to frequent transfers in their respective shares, and we reserve
the right to enforce these policies and procedures. For example, Investment
Portfolios may assess a redemption fee (which we reserve the right to collect)
on shares held for a relatively short period. The prospectuses for the
Investment Portfolios 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 transfer policies and procedures of the Investment
Portfolios, we have entered into a written agreement, as required by SEC
regulation, with each Investment Portfolio or its principal underwriter that
obligates us to provide to the Investment Portfolio promptly upon request
certain information about the trading activity of individual contract Owners,
and to execute instructions from the Investment Portfolio to restrict or
prohibit further
24
purchases or transfers by specific contract Owners who violate the frequent
transfer policies established by the Investment Portfolio.
In addition, contract Owners and other persons with interests in the contracts
should be aware that the purchase and redemption orders received by the
Investment Portfolios generally are "omnibus" orders from intermediaries, such
as retirement plans or separate accounts funding variable insurance contracts.
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 Investment
Portfolios in their ability to apply their frequent transfer 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 Investment Portfolios (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 Investment Portfolios. If an Investment
Portfolio believes that an omnibus order reflects one or more transfer requests
from contract Owners engaged in frequent trading, the Investment Portfolio 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 Investment Portfolios, including any refusal or
restriction on purchases or redemptions of their shares as a result of their
own policies and procedures on frequent transfers (even if an entire omnibus
order is rejected due to the frequent transfers of a single contract Owner).
You should read the Investment Portfolio prospectuses for more details.
RESTRICTIONS ON LARGE TRANSFERS. Large transfers may increase brokerage and
administrative costs of the Investment Portfolios and may disrupt portfolio
management strategy, requiring an Investment Portfolio to maintain a high cash
position and possibly resulting in lost investment opportunities and forced
liquidations. We do not monitor for large transfers to or from Investment
Portfolios except where the portfolio manager of a particular Investment
Portfolio has brought large transfer activity to our attention for
investigation on a case-by-case basis. For example, some portfolio managers
have asked us to monitor for "block transfers" where transfer requests have
been submitted on behalf of multiple contract Owners by a third party such as
an investment adviser. When we detect such large trades, we may impose
restrictions similar to those described above where future transfer requests
from that third party must be submitted in writing with an original signature.
A first occurrence will result in the imposition of this restriction for a
six-month period; a second occurrence will result in the permanent imposition
of the restriction.
ASSET ALLOCATION PROGRAM - BLUEPRINT MODELS
The Blueprint Models are not offered by this prospectus and are not a part of
your contract. The Blueprint Models are separate asset allocation guidance we
make available in connection with the contract, at no additional charge to you,
to help you allocate your Purchase Payments and Account Value among the
available Investment Options, as described below.This service may be terminated
at any time.
At the time the contract is issued, and at any time you change or update your
investment allocations, your default investment allocation for Purchase
Payments and automatic rebalancing will be set in accordance with the
investment allocation you select. You are not required to use a Blueprint Model
to select your investment allocation. You may choose to use the suggested
allocations in one or more Blueprint Models or any combination of Blueprint
Models and individual Investment Options. Please note a Blueprint Model is not
an investment portfolio: by selecting a Blueprint Model, you are investing
directly in the individual underlying portfolios for that Blueprint Model. At
any time after the contract is issued, you may transfer Account Value or change
the investment allocation for future Purchase Payments and automatic
rebalancing. There are no investment allocation restrictions associated with
using the Blueprint Models.
Asset allocation, in general, is an investment strategy intended to optimize
the selection of investment portfolios for a given level of risk tolerance, in
order to attempt to maximize returns and limit the effects of market
volatility. Asset allocation strategies reflect the theory that diversification
among asset classes can help reduce volatility and potentially enhance returns
over the long term. An asset class refers to a category of investments having
similar characteristics, such as stocks and other equities, bonds and other
fixed income investments,
25
alternative investments, and cash equivalents. There are further divisions
within asset classes, for example, divisions according to the size of the
issuer (large cap, mid cap, small cap), the type of issuer (government,
municipal, corporate, etc.) or the location of the issuer (domestic, foreign,
etc.).
If you elect to use the Blueprint Models, our affiliate MetLife Advisers, LLC
(MetLife Advisers), an investment adviser registered under the Investment
Advisers Act of 1940, will serve as your investment adviser, but solely for the
purpose of developing and updating the Blueprint Models. MetLife Advisers
currently follows the recommendations of an independent third-party consultant
in providing this service. From time to time, MetLife Advisers may select a
different consultant, to the extent permitted under applicable law. MetLife
Advisers also serves as the investment adviser to certain Investment Options
available under the contract and receives compensation for those services. (See
"Investment Options-Certain Payments We Receive with Regard to the Investment
Options," "Investment Options-Met Investors Series Trust," and "Investment
Options-Metropolitan Series Fund.") However, MetLife Advisers receives no
compensation for services it performs in developing and updating the Blueprint
Models.
It is your responsibility to select or change your investment allocations among
the Investment Options. Your registered representative can provide you with
information that may assist you in selecting and allocating among the
Investment Options. Once you select the Investment Option allocations, these
selections will remain unchanged until you elect to revise them. Although the
Blueprint Models are generally designed to maximize investment returns and
reduce volatility for a given level of risk, there is no guarantee that a
Blueprint Model will not lose money or experience volatility. A Blueprint Model
may fail to perform as intended, or may perform worse than any single
Investment Option or asset class, or a different combination of Investment
Options. In addition, any Blueprint Model is subject to all of the risks
associated with its underlying Investment Options. If, from time to time,
MetLife Advisers changes the Blueprint Models, any flows of money into and out
of underlying Investment Options resulting from such changes may generate
higher brokerage and administrative costs for those portfolios, or such changes
may disrupt an Investment Option's management strategy.
If you elect to use the Blueprint Models, you can choose to allocate your
Purchase Payments among one or more specified allocations of Investment Options
MetLife Advisers provides. Each Blueprint Model is a set of target allocation
percentages for certain Investment Options. There currently are [14] Blueprint
Models, designed to achieve different levels of risk tolerance and return
potential (generally, asset classes and sub-classes with higher potential
returns have greater risk of losses and experience greater volatility). You may
elect to change your allocations as your tolerance for risk and/or your needs
and objectives change. In consultation with your registered representative, you
may determine a different allocation better meets your risk tolerance and time
horizons. There is no fee to change your Investment Option allocations, and
currently we allow unlimited transfers without charge during the Accumulation
Phase (see "Expenses - Transfer Fee").
MetLife Advisers, through its consultant as described above, periodically
reviews the Blueprint Models (typically annually) and may find that asset
allocations within a particular Blueprint Model may need to be changed.
Similarly, the principal investments, investment style, or investment manager
of an Investment Option may change such that it is no longer appropriate for a
Blueprint Model, or it may become appropriate for a Blueprint Model. Also, from
time to time, we may change the Investment Options available under the
contract. (See "Investment Options.") As a result of the periodic review and/or
any changes in available Investment Options, each Blueprint Model may change
and asset classes or sub-classes may be added or deleted. We will provide
notice regarding any such changes, and you, in consultation with your
registered representative, may wish to revise your investment allocations based
on these Blueprint Model and Investment Option changes. You are not required to
make any changes, and if you take no action your current allocations will
continue in effect.
Our affiliates, including MetLife Advisers, receive greater compensation and/or
profits from certain Investment Options than we receive from other portfolios.
Therefore, it is conceivable that MetLife Advisers may have an incentive to
develop Blueprint Models in such a way that larger allocations will be made to
more profitable portfolios. Also, MetLife Advisers, in its capacity as
investment adviser to certain of the Investment Options, may believe that
certain portfolios it manages may benefit from additional assets or could be
harmed by redemptions. As a fiduciary, MetLife Advisers legally is obligated to
disregard these incentives. In addition, MetLife Advisers
26
believes that following the recommendations of an independent third-party to
develop and update the Blueprint Models may reduce or eliminate the potential
for MetLife Advisers to be influenced by these competing interests.
As described above, from time to time, MetLife Advisers may select a different
consultant to provide these recommendations, to the extent permitted under
applicable law. For more information about MetLife Advisers and its role in
making the Blueprint Models available, please see the disclosure document,
which is available to you at no charge, containing information from Part II of
its Form ADV, the SEC investment adviser registration form. Your registered
representative can provide you this disclosure document, or you can request a
copy by writing to MetLife Advisers, LLC, c/o MetLife Investors USA Insurance
Company, P.O. Box 10366, Des Moines, Iowa 50306-0366. We may perform certain
administrative functions on behalf of our affiliate, MetLife Advisers; however,
we are not registered as an investment adviser and are not providing any
investment advice in making the Blueprint Models available.
DOLLAR COST AVERAGING PROGRAM (DCA)
We offer a dollar cost averaging (DCA) program which is described below. By
allocating amounts on a regular schedule as opposed to allocating the total
amount at one particular time, you may be less susceptible to the impact of
market fluctuations. The dollar cost averaging program is available only during
the Accumulation Phase.
We reserve the right to modify, terminate or suspend the dollar cost averaging
program. There is no additional charge for participating in the dollar cost
averaging program. If you participate in the dollar cost averaging program, the
transfers made under the program are not taken into account in determining any
transfer fee. We may, from time to time, offer other dollar cost averaging
programs which have terms different from those described in this prospectus. We
will terminate your participation in a dollar cost averaging program when we
receive notification of your death.
This program allows you to systematically transfer a set amount each month from
a money market Investment Portfolio to any of the other available Investment
Portfolio(s) you select. These transfers are made on a date you select or, if
you do not select a date, on the date that a Purchase Payment or Account Value
is allocated to the dollar cost averaging program. However, transfers will be
made on the 1st day of the following month for Purchase Payments or Account
Value allocated to the dollar cost averaging program on the 29th, 30th, or 31st
day of a month.
If you make an additional Purchase Payment while a Dollar Cost Averaging (DCA)
program is in effect, we will not allocate the additional payment to the DCA
program unless you tell us to do so. Instead, unless you previously provided
different allocation instructions for future Purchase Payments or provide new
allocation instructions with the payment, we will allocate the additional
Purchase Payment directly to the same destination Investment Portfolios you
selected under the DCA program. Any Purchase Payments received after the DCA
program has ended will be allocated as described in "Purchase - Allocation of
Purchase Payments." If you make such an addition to your existing DCA program,
the DCA transfer amount will not be increased; however, the number of months
over which transfers are made is increased, unless otherwise elected in
writing. You can terminate the program at any time, at which point transfers
under the program will stop.
AUTOMATIC REBALANCING PROGRAM
Once your money has been allocated to the Investment Portfolios, the
performance of each portfolio may cause your allocation to shift. You can
direct us to automatically rebalance your contract to return to your original
percentage allocations by selecting our Automatic Rebalancing Program. You can
tell us whether to rebalance monthly, quarterly, semi-annually or annually.
An automatic rebalancing program is intended to transfer Account Value from
those portfolios that have increased in value to those that have declined or
not increased as much in value. Over time, this method of investing may help
you "buy low and sell high," although there can be no assurance that this
objective will be achieved. Automatic rebalancing does not guarantee profits,
nor does it assure that you will not have losses.
We will measure the rebalancing periods from the anniversary of the date we
issued your contract. If the dollar cost averaging program is in effect,
rebalancing allocations will be based on your current DCA allocations. If you
are not participating in the dollar cost averaging program, we will make
allocations based upon your current Purchase Payment allocations, unless you
tell us otherwise.
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The Automatic Rebalancing Program is available only during the Accumulation
Phase. There is no additional charge for participating in the Automatic
Rebalancing Program. If you participate in the Automatic Rebalancing Program,
the transfers made under the program are not taken into account in determining
any transfer fee. We will terminate your participation in the Automatic
Rebalancing Program when we receive notification of your death.
EXAMPLE:
Assume that you want your initial Purchase Payment split between 2
Investment Portfolios. You want 50% to be in the American Funds (Reg. TM)
Moderate Allocation Portfolio and 50% to be in the American Funds (Reg. TM)
Balanced Allocation Portfolio. Over the next 2 1/2 months the American
Funds (Reg. TM) Balanced Allocation Portfolio outperforms the American
Funds (Reg. TM) Moderate Allocation Portfolio. At the end of the first
quarter, the American Funds (Reg. TM) Balanced Allocation Portfolio now
represents 60% of your holdings because of its increase in value. If you
have chosen to have your holdings rebalanced quarterly, on the first day of
the next quarter, we will sell some of your units in the American Funds
(Reg. TM) Balanced Allocation Portfolio to bring its value back to 50% and
use the money to buy more units in the American Funds (Reg. TM) Moderate
Allocation Portfolio to increase those holdings to 50%.
VOTING RIGHTS
We are the legal owner of the Investment Portfolio shares. However, we believe
that when an Investment Portfolio solicits proxies in conjunction with a vote
of shareholders, we are required to obtain from you and other affected Owners
instructions as to how to vote those shares. When we receive those
instructions, we will vote all of the shares we own in proportion to those
instructions. This will also include any shares that we own on our own behalf.
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.
SUBSTITUTION OF INVESTMENT OPTIONS
If investment in the Investment Portfolios or a particular Investment Portfolio
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 Investment Portfolio or Investment Portfolios without your consent. The
substituted Investment Portfolio 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 Investment Portfolios to allocation of Purchase Payments or Account
Value, or both, at any time in our sole discretion.
4. EXPENSES
There are charges and other expenses associated with the contract that reduce
the return on your investment in the contract. These charges and expenses are:
PRODUCT CHARGES
SEPARATE ACCOUNT PRODUCT CHARGES. Each day, we make a deduction for our
Separate Account product charges (which consist of the mortality and expense
charge, the administration charge and the charges related to the optional
Return of Premium death benefit rider). We do this as part of our calculation
of the value of the Accumulation Units and the Annuity Units (I.E., during the
Accumulation Phase and the Income Phase - although death benefit charges no
longer continue in the Income Phase).
MORTALITY AND EXPENSE CHARGE. For the C Share Option, we assess a daily
mortality and expense charge that is equal, on an annual basis, to 1.10% of the
average daily net asset value of each Investment Portfolio. For the Standard
Version of the contract, we assess a daily mortality and expense charge that is
equal, on an annual basis, to 0.85% of the average daily net asset value of
each Investment Portfolio.
This charge compensates us for mortality risks we assume for the Annuity
Payment and death benefit guarantees made under the contract. These guarantees
include making Annuity Payments that will not change based on our actual
mortality experience, and providing a guaranteed minimum death benefit under
the contract. The charge also compensates us for expense risks we assume to
cover contract maintenance expenses. These expenses may include issuing
contracts, maintaining records, making and maintaining subaccounts available
under the contract and performing accounting, regulatory compliance, and
reporting functions. This charge also compensates us for costs associated with
the establishment and administration of the contract, including programs like
transfers and
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dollar cost averaging. If the mortality and expense charge is inadequate to
cover the actual expenses of mortality, maintenance, and administration, we
will bear the loss. If the charge exceeds the actual expenses, we will add the
excess to our profit and it may be used to finance distribution expenses or for
any other purpose.
ADMINISTRATION CHARGE. This charge is equal, on an annual basis, to 0.25% of
the average daily net asset value of each Investment Portfolio. This charge,
together with the account fee (see below), is for the expenses associated with
the administration of the contract. Some of these expenses are: issuing
contracts, maintaining records, providing accounting, valuation, regulatory and
reporting services, as well as expenses associated with marketing, sale and
distribution of the contracts.
DEATH BENEFIT RIDER CHARGE. If you select the Return of Premium death benefit,
we will deduct a charge that compensates us for the costs and risks we assume
in providing the benefit. This charge (assessed during the Accumulation Phase)
is equal, on an annual basis, to 0.25% of the average daily net asset value of
each Investment Portfolio.
ACCOUNT FEE
During the Accumulation Phase, every Contract Year on your contract anniversary
(the anniversary of the date when your contract was issued), we will deduct $30
from your contract as an account fee for the prior Contract Year if your
Account Value is less than $50,000. If you make a complete withdrawal from your
contract, the full account fee will be deducted from the Account Value
regardless of the amount of your Account Value. During the Accumulation Phase,
the account fee is deducted pro rata from the Investment Portfolios. This
charge is for administrative expenses (see above). This charge cannot be
increased.
A pro rata portion of the charge will be deducted from the Account Value on the
Annuity Date if this date is other than a contract anniversary. If your Account
Value on the Annuity Date is at least $50,000, then we will not deduct the
account fee. After the Annuity Date, the charge will be collected monthly out
of the Annuity Payment, regardless of the size of your contract.
WITHDRAWAL CHARGE
If you selected the C Share Option, no withdrawal charges apply. For the
Standard Version, we impose a withdrawal charge to reimburse us for contract
sales expenses, including commissions and other distribution, promotion, and
acquisition expenses. During the Accumulation Phase, you can make a withdrawal
from your contract (either a partial or a complete withdrawal). If the amount
you withdraw is determined to include the withdrawal of any of your prior
Purchase Payments, a withdrawal charge is assessed against each Purchase
Payment withdrawn. To determine what portion (if any) of a withdrawal is
subject to a withdrawal charge, amounts are withdrawn from your contract in the
following order:
1. Earnings in your contract (earnings are equal to your Account Value, less
Purchase Payments not previously withdrawn); then
2. The free withdrawal amount described below (deducted from Purchase
Payments not previously withdrawn, in the order such Purchase Payments
were made, with the oldest Purchase Payment first, as described below);
then
3. Purchase Payments not previously withdrawn, in the order such Purchase
Payments were made: the oldest Purchase Payment first, the next Purchase
Payment second, etc. until all Purchase Payments have been withdrawn.
The withdrawal charge is calculated at the time of each withdrawal in
accordance with the following:
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------ ------------------------
0 7
1 7
2 6
3 6
4 5
5 and thereafter 0
For a partial withdrawal, the withdrawal charge is deducted from the remaining
Account Value, if sufficient. If the remaining Account Value is not sufficient,
the withdrawal charge is deducted from the amount withdrawn.
If the Account Value is smaller than the total of all Purchase Payments, the
withdrawal charge only applies up to the Account Value.
We do not assess the withdrawal charge on any payments paid out as Annuity
Payments or as death benefits. In addition, we will not assess the withdrawal
charge on required minimum distributions from Qualified Contracts
29
in order to satisfy federal income tax rules or to avoid required federal
income tax penalties. This exception only applies to amounts required to be
distributed from this contract. We do not assess the withdrawal charge on
earnings in your contract.
NOTE: For tax purposes, earnings from Non-Qualified Contracts are considered to
come out first.
FREE WITHDRAWAL AMOUNT. The free withdrawal amount for each Contract Year after
the first (there is no free withdrawal amount in the first Contract Year) is
equal to 10% of your total Purchase Payments, less the total free withdrawal
amount previously withdrawn in the same Contract Year. Also, we currently will
not assess the withdrawal charge on amounts withdrawn during the first Contract
Year under the Systematic Withdrawal Program. Any unused free withdrawal amount
in one Contract Year does not carry over to the next Contract Year.
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
GENERAL. We may elect to reduce or eliminate the amount of the withdrawal
charge when the contract is sold under circumstances which reduce our sales
expenses. Some examples are: if there is a large group of individuals that will
be purchasing the contract, or if a prospective purchaser already had a
relationship with us.
NURSING HOME OR HOSPITAL CONFINEMENT RIDER. We will not impose a withdrawal
charge if, after you have owned the contract for one year, you or your Joint
Owner becomes confined to a nursing home and/or hospital for at least 90
consecutive days or confined for a total of at least 90 days if there is no
more than a 6-month break in confinement and the confinements are for related
causes. The confinement must begin after the first contract anniversary and you
must have been the Owner continuously since the contract was issued (or have
become the Owner as the spousal Beneficiary who continues the contract). The
confinement must be prescribed by a physician and be medically necessary. You
must exercise this right no later than 90 days after you or your Joint Owner
exits the nursing home or hospital. This waiver terminates on the Annuity Date.
We will not accept additional payments once this waiver is used. There is no
charge for this rider.
TERMINAL ILLNESS RIDER. After the first contract anniversary, we will waive the
withdrawal charge if you or your Joint Owner are terminally ill and not
expected to live more than 12 months; a physician certifies to your illness and
life expectancy; you were not diagnosed with the terminal illness as of the
date we issued your contract; and you have been the Owner continuously since
the contract was issued (or have become the Owner as the spousal Beneficiary
who continues the contract). This waiver terminates on the Annuity Date. We
will not accept additional payments once this waiver is used. There is no
charge for this rider.
The Nursing Home or Hospital Confinement rider and the Terminal Illness rider
are only available for Owners who are age 80 or younger (on the contract issue
date). Additional conditions and requirements apply to the Nursing Home or
Hospital Confinement rider and the Terminal Illness rider. They are specified
in the rider(s) that are part of your contract.
PREMIUM AND OTHER TAXES
We reserve the right to deduct from Purchase Payments, account balances,
withdrawals, death benefits or income payments any taxes relating to the
contracts (including, but not limited to, premium taxes) paid by us to any
government entity. Examples of these taxes include, but are not limited to,
premium tax, generation-skipping transfer tax or a similar excise tax under
federal or state tax law which is imposed on payments we make to certain
persons and income tax withholdings on withdrawals and income payments to the
extent required by law. New York does not currently assess premium taxes on
Purchase Payments you make. We will, at our sole discretion, determine when
taxes relate to the contracts. We may, at our sole discretion, pay taxes when
due and deduct that amount from the account balance at a later date. Payment at
an earlier date does not waive any right we may have to deduct amounts at a
later date. It is our current practice not to charge premium taxes until
Annuity Payments begin.
TRANSFER FEE
We currently allow unlimited transfers without charge during the Accumulation
Phase. However, we have reserved the right to limit the number of transfers to
a maximum of 12 per year without charge and to charge a transfer fee of $25 for
each transfer greater than 12 in any year. We are currently waiving the
transfer fee, but reserve the right to charge it in the future. The transfer
fee is deducted from the Investment Portfolio from which the transfer is made.
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However, if the entire interest in an account is being transferred, the
transfer fee will be deducted from the amount which is transferred.
If the transfer is part of a pre-scheduled transfer program, it will not count
in determining the transfer fee.
INCOME TAXES
We reserve the right to deduct from the contract for any income taxes which we
incur because of the contract. In general, we believe under current federal
income tax law, we are entitled to hold reserves with respect to the contract
that offset Separate Account income. If this should change, it is possible we
could incur income tax with respect to the contract, and in that event we may
deduct such tax from the contract. At the present time, however, we are not
incurring any such income tax or making any such deductions.
INVESTMENT PORTFOLIO EXPENSES
There are deductions from and expenses paid out of the assets of each
Investment Portfolio, which are described in the fee table in this prospectus
and the Investment Portfolio prospectuses. These deductions and expenses are
not charges under the terms of the contract, but are represented in the share
values of each Investment Portfolio.
5. ANNUITY PAYMENTS
(THE INCOME PHASE)
ANNUITY DATE
Under the contract you can receive regular income payments (referred to as
ANNUITY PAYMENTS). You can choose the month and year in which those payments
begin. We call that date the ANNUITY DATE. Your Annuity Date must be the first
day of a calendar month and must be at least 30 days after we issue the
contract.
When you purchase the contract, the Annuity Date will be the later of the first
day of the calendar month after the Annuitant's 90th birthday or 10 years from
the date your contract was issued. You can change or extend the Annuity Date at
any time before the Annuity Date with 30 days prior notice to us (subject to
restrictions that may apply in your state, restrictions imposed by your selling
firm, and our current established administrative procedures).
PLEASE BE AWARE THAT ONCE YOUR CONTRACT IS ANNUITIZED, YOU ARE INELIGIBLE TO
RECEIVE THE DEATH BENEFIT YOU HAVE SELECTED.
ANNUITY PAYMENTS
You (unless another payee is named) will receive the Annuity Payments during
the Income Phase. The Annuitant is the natural person(s) whose life we look to
in the determination of Annuity Payments.
During the Income Phase, you have the same investment choices you had just
before the start of the Income Phase. At the Annuity Date, you can choose
whether payments will be:
o fixed Annuity Payments, or
o variable Annuity Payments, or
o a combination of both.
If you don't tell us otherwise, your Annuity Payments will be based on the
investment allocations that were in place just before the start of the Income
Phase.
If you choose to have any portion of your Annuity Payments based on the
Investment Portfolio(s), the dollar amount of your initial payment will vary
and will depend upon three things:
1) the value of your contract in the Investment Portfolio(s) just before the
start of the Income Phase,
2) the assumed investment return (AIR) (you select) used in the annuity
table for the contract, and
3) the Annuity Option elected.
Subsequent variable Annuity Payments will vary with the performance of the
Investment Portfolios you selected. (For more information, see "Variable
Annuity Payments" below.)
At the time you choose an Annuity Option, you select the AIR, which must be
acceptable to us. Currently, you can select an AIR of 3% or 4%. You can change
the AIR with 30 days notice to us prior to the Annuity Date. If you do not
select an AIR, we will use 3%. If the actual performance exceeds the AIR, your
variable Annuity Payments will increase. Similarly, if the actual investment
performance is less than the AIR, your variable Annuity Payments will decrease.
Your variable Annuity Payment is based on ANNUITY UNITS. An Annuity Unit is an
accounting device used to calculate the dollar amount of Annuity Payments. (For
more information, see "Variable Annuity Payments" below.)
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When selecting an AIR, you should keep in mind that a lower AIR will result in
a lower initial variable Annuity Payment, but subsequent variable Annuity
Payments will increase more rapidly or decline more slowly as changes occur in
the investment experience of the Investment Portfolios. On the other hand, a
higher AIR will result in a higher initial variable Annuity Payment than a
lower AIR, but later variable Annuity Payments will rise more slowly or fall
more rapidly.
A transfer during the Income Phase from a variable Annuity Payment option to a
fixed Annuity Payment option may result in a reduction in the amount of Annuity
Payments.
If you choose to have any portion of your Annuity Payments be a fixed Annuity
Payment, the dollar amount of each fixed Annuity Payment will not change,
unless you make a transfer from a variable Annuity Payment option to the fixed
Annuity Payment that causes the fixed Annuity Payment to increase. Please refer
to the "Annuity Provisions" section of the Statement of Additional Information
for more information.
Annuity Payments are made monthly (or at any frequency permitted under the
contract) unless you have less than $5,000 to apply toward an Annuity Option.
In that case, we may provide your Annuity Payment in a single lump sum instead
of Annuity Payments. Likewise, if your Annuity Payments would be or become less
than $100 a month, we have the right to change the frequency of payments so
that your Annuity Payments are at least $100.
ANNUITY OPTIONS
You can choose among income plans. We call those ANNUITY OPTIONS. You can
change your Annuity Option at any time before the Annuity Date with 30 days
notice to us.
If you do not choose an Annuity Option, Option 2, which provides a life annuity
with 10 years of guaranteed Annuity Payments, will automatically be applied.
You can choose one of the following Annuity Options or any other Annuity Option
acceptable to us. After Annuity Payments begin, you cannot change the Annuity
Option.
If more than one frequency is permitted under your contract, choosing less
frequent payments will result in each Annuity Payment being larger. Annuity
options that guarantee that payments will be made for a certain number of years
regardless of whether the Annuitant or joint Annuitant are alive (such as
Options 2 and 4 below) result in Annuity Payments that are smaller than Annuity
Options without such a guarantee (such as Options 1 and 3 below). For Annuity
Options with a designated period, choosing a shorter designated period will
result in each Annuity Payment being larger.
OPTION 1. LIFE ANNUITY. Under this option, we will make Annuity Payments so
long as the Annuitant is alive. We stop making Annuity Payments after the
Annuitant's death. It is possible under this option to receive only one Annuity
Payment if the Annuitant dies before the due date of the second payment or to
receive only two Annuity Payments if the Annuitant dies before the due date of
the third payment, and so on.
OPTION 2. LIFE ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED. Under this
option, we will make Annuity Payments so long as the Annuitant is alive. If,
when the Annuitant dies, we have made Annuity Payments for less than ten years,
we will then continue to make Annuity Payments to the Beneficiary for the rest
of the 10 year period.
OPTION 3. JOINT AND LAST SURVIVOR ANNUITY. Under this option, we will make
Annuity Payments so long as the Annuitant and a second person (joint Annuitant)
are both alive. When either Annuitant dies, we will continue to make Annuity
Payments, so long as the survivor continues to live. We will stop making
Annuity Payments after the last survivor's death.
OPTION 4. JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS
GUARANTEED. Under this option, we will make Annuity Payments so long as the
Annuitant and a second person (joint Annuitant) are both alive. When either
Annuitant dies, we will continue to make Annuity Payments, so long as the
survivor continues to live. If, at the last death of the Annuitant and the
joint Annuitant, we have made Annuity Payments for less than ten years, we will
then continue to make Annuity Payments to the Beneficiary for the rest of the
10 year period.
OPTION 5. PAYMENTS FOR A DESIGNATED PERIOD. We currently offer an Annuity
Option under which fixed or variable monthly Annuity Payments are made for a
selected number of years as approved by us, currently not less than 10 years.
This Annuity Option may be limited or withdrawn by us in our discretion.
We may require proof of age or sex of an Annuitant before making any Annuity
Payments under the contract that are measured by the Annuitant's life. If the
age or sex of the
32
Annuitant has been misstated, the amount payable will be the amount that the
Account Value would have provided at the correct age or sex. Once Annuity
Payments have begun, any underpayments will be made up in one sum with the next
Annuity Payment. Any overpayments will be deducted from future Annuity Payments
until the total is repaid.
You may withdraw the commuted value of the payments remaining under the
variable Payments for a Designated Period Annuity Option (Option 5). You may
not commute the fixed Payments for a Designated Period Annuity Option or any
option involving a life contingency, whether fixed or variable, prior to the
death of the last surviving Annuitant. Upon the death of the last surviving
Annuitant, the Beneficiary may choose to continue receiving income payments or
to receive the commuted value of the remaining guaranteed payments. For
variable Annuity Options, the calculation of the commuted value will be done
using the AIR applicable to the contract. (See "Annuity Payments" above.) For
fixed Annuity Options, the calculation of the commuted value will be done using
the then current Annuity Option rates.
There may be tax consequences resulting from the election of an Annuity Payment
option containing a commutation feature (I.E., an Annuity Payment option that
permits the withdrawal of a commuted value). (See "Federal Income Tax Status.")
Due to underwriting, administrative or Internal Revenue Code considerations,
there may be limitations on payments to the survivor under Options 3 and 4
and/or the duration of the guarantee period under Options 2, 4, and 5.
Tax rules with respect to decedent contracts may prohibit the election of Joint
and Last Survivor Annuity Options (or income types) and may also prohibit
payments for as long as the Owner's life in certain circumstances.
In addition to the Annuity Options described above, we may offer an additional
payment option that would allow your Beneficiary to take distribution of the
Account Value over a period not extending beyond his or her life expectancy.
Under this option, annual distributions would not be made in the form of an
annuity, but would be calculated in a manner similar to the calculation of
required minimum distributions from IRAs. (See "Federal Income Tax Status.") We
intend to make this payment option available to both Qualified Contracts and
Non-Qualified Contracts.
In the event that you purchased the contract as a Qualified Contract, you must
take distribution of the Account Value in accordance with the minimum required
distribution rules set forth in applicable tax law. (See "Federal Income Tax
Status.") Under certain circumstances, you may satisfy those requirements by
electing an Annuity Option. You may choose any death benefit available under
the contract, but certain other contract provisions and programs will not be
available. Upon your death, if Annuity Payments have already begun, the death
benefit would be required to be distributed to your Beneficiary at least as
rapidly as under the method of distribution in effect at the time of your
death.
VARIABLE ANNUITY PAYMENTS
The Adjusted Contract Value (the Account Value, less any applicable premium
taxes, account fee, and any prorated rider charge) is determined on the annuity
calculation date, which is a Business Day no more than five (5) Business Days
before the Annuity Date. The first variable Annuity Payment will be based upon
the Adjusted Contract Value, the Annuity Option elected, the Annuitant's age,
the Annuitant's sex (where permitted by law), and the appropriate variable
Annuity Option table. Your annuity rates will not be less than those guaranteed
in your contract at the time of purchase for the assumed investment return and
Annuity Option elected. If, as of the annuity calculation date, the then
current variable Annuity Option rates applicable to this class of contracts
provide a first Annuity Payment greater than that which is guaranteed under the
same Annuity Option under this contract, the greater payment will be made.
The dollar amount of variable Annuity Payments after the first payment is
determined as follows:
o The dollar amount of the first variable Annuity Payment is divided by the
value of an Annuity Unit for each applicable Investment Portfolio as of
the annuity calculation date. This establishes the number of Annuity Units
for each payment. The number of Annuity Units for each applicable
Investment Portfolio remains fixed during the annuity period, provided
that transfers among the subaccounts will be made by converting the number
of Annuity Units being transferred to the number of Annuity Units of the
subaccount to which the transfer is made, and the number of Annuity Units
will be adjusted for transfers to a fixed Annuity Option. Please see the
Statement of Additional Information for details about making transfers
during the Annuity Phase.
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o The fixed number of Annuity Units per payment in each Investment Portfolio
is multiplied by the Annuity Unit value for that Investment Portfolio for
the Business Day for which the Annuity Payment is being calculated. This
result is the dollar amount of the payment for each applicable Investment
Portfolio, less any account fee. The account fee will be deducted pro rata
out of each Annuity Payment.
o The total dollar amount of each variable Annuity Payment is the sum of all
Investment Portfolio variable Annuity Payments.
ANNUITY UNIT. The initial Annuity Unit value for each Investment Portfolio of
the Separate Account was set by us. The subsequent Annuity Unit value for each
Investment Portfolio is determined by multiplying the Annuity Unit value for
the immediately preceding Business Day by the net investment factor (see the
Statement of Additional Information for a definition) for the Investment
Portfolio for the current Business Day and multiplying the result by a factor
for each day since the last Business Day which represents the daily equivalent
of the AIR you elected.
FIXED ANNUITY PAYMENTS
The Adjusted Contract Value (defined above under "Variable Annuity Payments")
on the day immediately preceding the Annuity Date will be used to determine a
fixed Annuity Payment. The Annuity Payment will be based upon the Annuity
Option elected, the Annuitant's age, the Annuitant's sex (where permitted by
law), and the appropriate Annuity Option table. Your annuity rates will not be
less than those guaranteed in your contract at the time of purchase. If, as of
the annuity calculation date, the then current Annuity Option rates applicable
to this class of contracts provide an Annuity Payment greater than that which
is guaranteed under the same Annuity Option under this contract, the greater
payment will be made. You may not make a transfer from the fixed Annuity Option
to the variable Annuity Option.
6. ACCESS TO YOUR MONEY
You (or in the case of a death benefit, your Beneficiary) can have access to
the money in your contract:
(1) by making a withdrawal (either a partial or a complete withdrawal);
(2) by electing to receive Annuity Payments; or
(3) when a death benefit is paid to your Beneficiary.
Under most circumstances, withdrawals can only be made during the Accumulation
Phase.
You may establish a withdrawal plan under which you can receive substantially
equal periodic payments in order to comply with the requirements of Sections
72(q) or (t) of the Code. Premature modification or termination of such
payments may result in substantial penalty taxes. (See "Federal Income Tax
Status.")
When you make a complete withdrawal, you will receive the withdrawal value of
the contract. The withdrawal value of the contract is the Account Value of the
contract at the end of the Business Day when we receive a written request for a
withdrawal:
o less any applicable withdrawal charge;
o less any premium or other tax; and
o less any account fee.
Unless you instruct us otherwise, any partial withdrawal will be made pro rata
from the Investment Portfolio(s) you selected. Under most circumstances the
amount of any partial withdrawal must be for at least $500, or your entire
interest in the Investment Portfolio(s). We require that after a partial
withdrawal is made you keep at least $2,000 in the contract. If the withdrawal
would result in the Account Value being less than $2,000 after a partial
withdrawal, we will treat the withdrawal request as a request for a full
withdrawal.
We will pay the amount of any withdrawal from the Separate Account within seven
days of when we receive the request in Good Order unless the suspension of
payments or transfers provision is in effect.
We may withhold payment of 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 the contract Owner's banking institution). We
may use telephone, fax, Internet or other means of communication to verify that
payment from the contract Owner's check has been or will be collected. We will
not delay payment longer than necessary for us to verify that payment has been
or will be collected. Contract Owners may avoid the possibility of delay in the
disbursement of proceeds coming from a check that has not yet cleared by
providing us with a certified check.
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How to withdraw all or part of your Account Value:
o You must submit a request to our Annuity Service Center. (See "Other
Information - Requests and Elections.")
o If you would like to have the withdrawal charge waived under the Nursing
Home or Hospital Confinement Rider or the Terminal Illness Rider, you must
provide satisfactory evidence of confinement to a nursing home or hospital
or terminal illness. (See "Expenses - Reduction or Elimination of the
Withdrawal Charge.")
o You must state in your request whether you would like to apply the proceeds
to a payment option (otherwise you will receive the proceeds in a lump sum
and may be taxed on them).
o We have to receive your withdrawal request in our Annuity Service Center
prior to the Annuity Date or Owner's death.
There are limits to the amount you can withdraw from certain qualified plans
including Qualified and TSA plans. (See "Federal Income Tax Status.")
INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY
WITHDRAWAL YOU MAKE.
DIVORCE. A withdrawal made pursuant to a divorce or separation instrument is
subject to the same withdrawal charge provisions as described in "Expenses -
Withdrawal Charge," if permissible under tax law (there are no withdrawal
charges if you selected the C Share Option). In addition, the withdrawal will
reduce the Account Value and the death benefit. The withdrawal could have a
significant negative impact on the optional Return of Premium death benefit.
SYSTEMATIC WITHDRAWAL PROGRAM
You may elect the Systematic Withdrawal Program at any time. We do not assess a
charge for this program. This program provides an automatic payment to you of
up to 10% of your total Purchase Payments each year. You can receive payments
monthly or quarterly, provided that each payment must amount to at least $100
(unless we consent otherwise). We reserve the right to change the required
minimum systematic withdrawal amount. If the New York Stock Exchange is closed
on a day when the withdrawal is to be made, we will process the withdrawal on
the next Business Day. While the Systematic Withdrawal Program is in effect you
can make additional withdrawals. However, such withdrawals plus the systematic
withdrawals will be considered when determining the applicability of any
withdrawal charge. (For a discussion of the withdrawal charge, see "Expenses"
above.)
We will terminate your participation in the Systematic Withdrawal Program when
we receive notification of your death.
INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO SYSTEMATIC
WITHDRAWALS.
SUSPENSION OF PAYMENTS OR TRANSFERS
We may be required to suspend or postpone payments for withdrawals or transfers
for any period when:
o the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o trading on the New York Stock Exchange is restricted;
o an emergency exists, as determined by the Securities and Exchange
Commission, as a result of which disposal of shares of the Investment
Portfolios is not reasonably practicable or we cannot reasonably value the
shares of the Investment Portfolios; or
o during any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Owners.
Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require us to block an Owner's ability to make
certain transactions and thereby refuse to accept any requests for transfers,
withdrawals, surrenders, or death benefits until instructions are received from
the appropriate regulator. We may also be required to provide additional
information about you and your contract to government regulators.
7. PERFORMANCE
We periodically advertise subaccount performance relating to the Investment
Portfolios. We will calculate performance by determining the percentage change
in the value of an Accumulation Unit by dividing the increase (decrease) for
that unit by the value of the Accumulation Unit at the beginning of the period.
This performance number reflects the deduction of the Separate Account product
charges (including certain death benefit rider charges) and the Investment
Portfolio expenses. It does not reflect the
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deduction of any applicable account fee, withdrawal charge, or applicable
optional rider charges. The deduction of these charges would reduce the
percentage increase or make greater any percentage decrease. Any advertisement
will also include total return figures which reflect the deduction of the
Separate Account product charges (including certain death benefit rider
charges), account fee, withdrawal charges, applicable optional rider charges,
and the Investment Portfolio expenses.
For periods starting prior to the date the contract was first offered, the
performance will be based on the historical performance of the corresponding
Investment Portfolios for the periods commencing from the date on which the
particular Investment Portfolio was made available through the Separate
Account.
In addition, the performance for the Investment Portfolios may be shown for the
period commencing from the inception date of the Investment Portfolios. These
figures should not be interpreted to reflect actual historical performance of
the Separate Account.
We may, from time to time, include in our advertising and sales materials
performance information for funds or investment accounts related to the
Investment Portfolios and/or their investment advisers or subadvisers. Such
related performance information also may reflect the deduction of certain
contract charges. We may also include in our advertising and sales materials
tax deferred compounding charts and other hypothetical illustrations, which may
include comparisons of currently taxable and tax deferred investment programs,
based on selected tax brackets.
We may advertise using illustrations with historical performance of specific
Investment Portfolios or with a hypothetical rate of return (which rate will
not exceed 12%) or a combination of historical and hypothetical returns. These
illustrations will reflect the deduction of all applicable charges including
the portfolio expenses of the underlying Investment Portfolios.
You should know that for any performance we illustrate, future performance will
vary and results shown are not necessarily representative of future results.
8. DEATH BENEFIT
UPON YOUR DEATH
If you die during the Accumulation Phase, we will pay a death benefit to your
Beneficiary (or Beneficiaries). This death benefit is described below. The
death benefit is determined as of the end of the Business Day on which we
receive both due proof of death and an election for the payment method.
Where there are multiple Beneficiaries, the death benefit will only be
determined as of the time the first Beneficiary submits the necessary
documentation in Good Order. If the death benefit payable is an amount that
exceeds the Account Value on the day it is determined, we will apply to the
contract an amount equal to the difference between the death benefit payable
and the Account Value, in accordance with the current allocation of the Account
Value. This death benefit amount remains in the Investment Portfolios until
each of the other Beneficiaries submits the necessary documentation in Good
Order to claim his/her death benefit. (See "General Death Benefit Provisions"
below.) Any death benefit amounts held in the Investment Portfolios on behalf
of the remaining Beneficiaries are subject to investment risk. There is no
additional death benefit guarantee.
If you have a Joint Owner, the death benefit will be paid when the first Owner
dies. Upon the death of either Owner, the surviving Joint Owner will be the
primary Beneficiary. Any other Beneficiary designation will be treated as a
contingent Beneficiary, unless instructed otherwise.
If a non-natural person owns the contract, the Annuitant will be deemed to be
the Owner in determining the death benefit. If there are Joint Owners, the age
of the oldest Owner will be used to determine the death benefit amount.
If we are presented with notification of your death before any requested
transaction is completed (including transactions under a dollar cost averaging
program, the Automatic Rebalancing Program, the Systematic Withdrawal Program,
or the Automated Required Minimum Distribution Program), we will cancel the
request. As described above, the death benefit will be determined when we
receive both due proof of death and an election for the payment method.
STANDARD DEATH BENEFIT (ACCOUNT VALUE)
The death benefit will be equal to the Account Value as of the end of the
Business Day on which we receive both due proof of death and an election for
the payment method.
OPTIONAL DEATH BENEFIT - RETURN OF PREMIUM
If you select the Return of Premium death benefit rider, the death benefit will
be the greater of:
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(1) the Account Value; or
(2) total Purchase Payments, reduced proportionately by the percentage
reduction in Account Value attributable to each partial withdrawal
(including any applicable withdrawal charge).
If the Owner is a natural person and the Owner is changed to someone other than
a spouse, the death benefit amount will be determined as defined above;
however, subsection (2) will be changed to provide as follows: "the Account
Value as of the effective date of the change of Owner, increased by Purchase
Payments received after the date of the change of Owner, reduced
proportionately by the percentage reduction in Account Value attributable to
each partial withdrawal (including any applicable withdrawal charge) made after
such date."
In the event that a Beneficiary who is the spouse of the Owner elects to
continue the contract in his or her name after the Owner dies, the death
benefit amount will be determined in accordance with (1) or (2) above.
(See Appendix B for examples of the Return of Premium death benefit.)
GENERAL DEATH BENEFIT PROVISIONS
The death benefit amount remains in the Separate Account until distribution
begins. From the time the death benefit is determined until complete
distribution is made, any amount in the Separate Account will continue to be
subject to investment risk. This risk is borne by the Beneficiary.
If the Beneficiary under a Qualified Contract is the Annuitant's spouse, the
tax law generally allows distributions to begin by the year in which the
Annuitant would have reached 70 1/2 (which may be more or less than five years
after the Annuitant's death).
A Beneficiary must elect the death benefit to be paid under one of the payment
options (unless the Owner has previously made the election). The entire death
benefit must be paid within five years of the date of death unless the
Beneficiary elects to have the death benefit payable under an Annuity Option.
The death benefit payable under an Annuity Option must be paid over the
Beneficiary's lifetime or for a period not extending beyond the Beneficiary's
life expectancy. For Non-Qualified Contracts, payment must begin within one
year of the date of death. For Qualified Contracts, payment must begin no later
than the end of the calendar year immediately following the year of death.
We may also offer a payment option, for both Non-Qualified Contracts and
certain Qualified Contracts, under which your Beneficiary may receive payments,
over a period not extending beyond his or her life expectancy, under a method
of distribution similar to the distribution of required minimum distributions
from Individual Retirement Accounts. If this option is elected, we will issue a
new contract to your Beneficiary in order to facilitate the distribution of
payments. Your Beneficiary may choose any optional death benefit available
under the new contract. Upon the death of your Beneficiary, the death benefit
would be required to be distributed to your Beneficiary's beneficiary at least
as rapidly as under the method of distribution in effect at the time of your
Beneficiary's death. (See "Federal Income Tax Status.") To the extent permitted
under the tax law, and in accordance with our procedures, your designated
Beneficiary is permitted under our procedures to make additional Purchase
Payments consisting of monies which are direct transfers (as permitted under
tax law) from other Qualified Contracts or Non-Qualified Contracts, depending
on which type of contract you own, held in the name of the decedent. Any such
additional Purchase Payments would be subject to applicable withdrawal charges.
Your Beneficiary is also permitted to choose some of the optional benefits
available under the contract, but certain contract provisions or programs may
not be available.
If a lump sum payment is elected and all the necessary requirements are met,
the payment will be made within seven days. Payment to the Beneficiary under an
Annuity Option may only be elected during the 60-day period beginning with the
date we receive due proof of death.
If the Owner or a Joint Owner, who is not the Annuitant, dies during the Income
Phase, any remaining payments under the Annuity Option elected will continue at
least as rapidly as under the method of distribution in effect at the time of
the Owner's death. Upon the death of the Owner or a Joint Owner during the
Income Phase, the Beneficiary becomes the Owner.
SPOUSAL CONTINUATION
If the primary Beneficiary is the spouse of the Owner, upon the Owner's death,
the Beneficiary may elect to continue the contract in his or her own name. Upon
such election, the Account Value will be adjusted upward (but not downward) to
an amount equal to the death benefit amount determined upon such election and
receipt of due
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proof of death of the Owner. Any excess of the death benefit amount over the
Account Value will be allocated to each applicable Investment Portfolio in the
ratio that the Account Value in the Investment Portfolio bears to the total
Account Value. The terms and conditions of the contract that applied prior to
the Owner's death will continue to apply, with certain exceptions described in
the contract.
For purposes of the death benefit on the continued contract, the death benefit
is calculated in the same manner as it was prior to continuation except that
all values used to calculate the death benefit are reset on the date the spouse
continues the contract.
Spousal continuation will not satisfy minimum required distribution rules for
Qualified Contracts other than IRAs (see "Federal Income Tax Status").
All contract provisions will be interpreted and administered in accordance with
the requirements of the Code. Any Internal Revenue Code reference to "spouses"
includes those persons who are married spouses under state law, regardless of
sex.
DEATH OF THE ANNUITANT
If the Annuitant, not an Owner or Joint Owner, dies during the Accumulation
Phase, you automatically become the Annuitant. You can select a new Annuitant
if you do not want to be the Annuitant (subject to our then current
underwriting standards). However, if the Owner is a non- natural person (for
example, a trust), then the death of the primary Annuitant will be treated as
the death of the Owner, and a new Annuitant may not be named.
Upon the death of the Annuitant after Annuity Payments begin, the death
benefit, if any, will be as provided for in the Annuity Option selected. Death
benefits will be paid at least as rapidly as under the method of distribution
in effect at the Annuitant's death.
CONTROLLED PAYOUT
You may elect to have the death benefit proceeds paid to your Beneficiary in
the form of Annuity Payments for life or over a period of time that does not
exceed your Beneficiary's life expectancy. This election must be in writing in
a form acceptable to us. You may revoke the election only in writing and only
in a form acceptable to us. Upon your death, the Beneficiary cannot revoke or
modify your election. The Controlled Payout is only available to Non-Qualified
Contracts.
9. FEDERAL INCOME TAX STATUS
INTRODUCTION
The following information on taxes is a general discussion of the subject. It
is not intended as tax advice. The Internal Revenue Code (the Code) and the
provisions of the Code that govern the contract are complex and subject to
change. The applicability of federal income tax rules may vary with your
particular circumstances. This discussion does not include all the federal
income tax rules that may affect you and your contract. Nor does this
discussion address other federal tax consequences (such as estate and gift
taxes, sales to foreign individuals or entities), or state or local tax
consequences, which may affect your investment in the contract. As a result,
you should always consult a tax adviser for complete information and advice
applicable to your individual situation.
You are responsible for determining whether your purchase of a contract,
withdrawals, income payments and any other transactions under your contract
satisfy applicable tax law. We are not responsible for determining if your
employer's plan or arrangement satisfies the requirements of the Code and/or
the Employee Retirement Income Security Act of 1974 (ERISA).
We do not expect to incur federal, state or local income taxes on the earnings
or realized capital gains attributable to the Separate Account. However, if we
do incur such taxes in the future, we reserve the right to charge amounts
allocated to the Separate Account for these taxes.
To the extent permitted under federal tax law, we may claim the benefit of the
corporate dividends received deduction and of certain foreign tax credits
attributable to taxes paid by certain of the Investment Portfolios to foreign
jurisdictions.
Any Code reference to "spouse" includes those persons who are married spouses
under state law, regardless of sex.
NON-QUALIFIED CONTRACTS
A "Non-Qualified Contract" discussed here assumes the contract is an annuity
contract for federal income tax purposes, but the contract is not held in a tax
qualified "plan" defined by the Code. Tax qualified plans include arrangements
described in Code Sections 401(a), 401(k), 403(a), 403(b) or tax sheltered
annuities (TSA), 408 or "IRAs" (including SEP and SIMPLE IRAs), 408A or "Roth
IRAs" or 457(b) or governmental 457(b) plans. Contracts
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owned through such plans are referred to below as "Qualified Contracts."
INVESTOR CONTROL
In certain circumstances, Owners of variable annuity Non-Qualified 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
variable account assets. There is little guidance in this area, and some
features of the contract, such as the number of Investment Portfolios available
and the flexibility of the contract Owner to allocate Purchase Payments and
transfer amounts among the Investment Portfolios 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.
ACCUMULATION
Generally, an Owner of a Non-Qualified Contract is not taxed on increases in
the value of the contract until there is a distribution from the contract,
either as surrenders, partial withdrawals, or income payments. This deferral of
taxation on accumulated value in the contract is limited to contracts owned by
or held for the benefit of "natural persons." A contract will be treated as
held by a natural person even if the nominal Owner is a trust or other entity
which holds the contract as an agent for a natural person.
In contrast, a contract owned by other than a "natural person," such as a
corporation, partnership, trust, or other entity, will be taxed currently on
the increase in accumulated value in the contract in the year earned. Note that
in this regard, an employer which is the Owner of an annuity contract under a
non-qualified deferred compensation arrangement for its employees would be
considered a non-natural Owner and the annual increase in the Account Value
would be subject to current income taxation.
SURRENDERS OR WITHDRAWALS - EARLY DISTRIBUTION
If you take a withdrawal from your contract, or surrender your contract prior
to the date you commence taking annuity or "income" payments (the "Annuity
Starting Date"), the amount you receive will be treated first as coming from
earnings (and thus subject to income tax) and then from your Purchase Payments
(which are not subject to income tax). If the accumulated value is less than
your Purchase Payments upon surrender of your contract, you might be able to
claim the loss on your federal income taxes as a miscellaneous itemized
deduction.
The portion of any withdrawal or distribution from an annuity contract that is
subject to income tax will also be subject to a 10% federal income tax penalty
for "early" distribution if such withdrawal or distribution is taken prior to
you reaching age 59 1/2, unless the distribution was made:
(a) on account of your death or disability,
(b) as part of a series of substantially equal periodic payments payable for
your life or joint lives of you and your designated Beneficiary, or
(c) under certain immediate income annuities providing for substantially
equal payments made at least annually.
If you receive systematic payments that you intend to qualify for the
"substantially equal periodic payments" exception noted above, any
modifications (except due to death or disability) to your payment before age 59
1/2 or within five years after beginning these payments, whichever is later,
will result in the retroactive imposition of the 10% federal income tax penalty
with interest. Such modifications may include additional Purchase Payments or
withdrawals (including tax-free transfers or rollovers of income payments) from
the contract.
If your contract has been purchased with an Optional Two Year Withdrawal
Feature or is for a guaranteed period only (term certain) annuity, and is
terminated as a result of the exercise of the withdrawal feature, the taxable
portion of the payment will generally be the excess of the proceeds received
over your remaining after-tax Purchase Payment.
For Non-Qualified Contracts, amounts received under the exercise of a partial
withdrawal may be fully includible in taxable income. The entire amount of the
withdrawal could be treated as taxable income. Exercise of either withdrawal
feature may adversely impact the amount of subsequent payments which can be
treated as a nontaxable return of investment.
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TREATMENT OF SEPARATE ACCOUNT CHARGES
It is possible that at some future date the Internal Revenue Service (IRS) may
consider that contract charges attributable to certain guaranteed death
benefits are to be treated as distributions from the contract to pay for such
non-annuity benefits. Currently, these charges are considered to be an
intrinsic part of the contract and we do not report these as taxable income.
However, if this treatment changes in the future, the charge could also be
subject to a 10% federal income tax penalty as an early distribution, as
described above.
AGGREGATION
If you purchase two or more deferred annuity contracts from us (or our
affiliates) during the same calendar year (after October 21, 1988), the law
requires that all such contracts must be treated as a single contract for
purposes of determining whether any payments not received as an annuity (e.g.,
withdrawals) will be includible in income. Aggregation could affect the amount
of a withdrawal that is taxable and subject to the 10% federal income tax
penalty described above. Since the IRS may require aggregation in other
circumstances as well, you should consult a tax adviser if you are purchasing
more than one annuity contract from the same insurance company in a single
calendar year. Aggregation does not affect distributions paid in the form of an
annuity (see "Taxation of Payments in Annuity Form" below).
EXCHANGES/TRANSFERS
The annuity contract may be exchanged in whole or in part for another annuity
contract or a long-term care insurance policy. The exchange for another annuity
contract may be a tax-free transaction provided that, among other prescribed
IRS conditions, no amounts are distributed from either contract involved in the
exchange for 180 days following the date of the exchange - other than Annuity
Payments made for life, joint lives, or for a term of 10 years or more.
Otherwise, a withdrawal or "deemed" distribution may be includible in your
taxable income (plus a 10% federal income tax penalty) to the extent that the
accumulated value of your annuity exceeds your investment in the contract (your
"gain"). The opportunity to make partial annuity exchanges was provided by the
IRS in 2011 and some ramifications of such an exchange remain unclear. If the
annuity contract is exchanged in part for an additional annuity contract, a
distribution from either contract may be taxable to the extent of the combined
gain attributable to both contracts, or only to the extent of your gain in the
contract from which the distribution is paid. It is not clear whether this
guidance applies to a partial exchange involving long-term care contracts.
Consult your tax adviser prior to a partial exchange.
A transfer of ownership of the contract, or the designation of an Annuitant or
other Beneficiary who is not also the contract Owner, may result in income or
gift tax consequences to the contract Owner. You should consult your tax
adviser if you are considering such a transfer or assignment.
DEATH BENEFITS
The death benefit is taxable to the recipient in the same manner as if paid to
the contract Owner (under the rules for withdrawals or income payments,
whichever is applicable).
After your death, any death benefit determined under the contract must be
distributed according to certain rules. The method of distribution that is
required depends on whether you die before or after the Annuity Starting Date.
If you die on or after the Annuity Starting Date, the remaining portion of the
interest in the contract must be distributed at least as rapidly as under the
method of distribution being used as of the date of death. If you die before
the Annuity Starting Date, the entire interest in the contract must be
distributed within five (5) years after the date of death, or as periodic
payments over a period not extending beyond the life or life expectancy of the
designated Beneficiary (provided such payments begin within one year of your
death). Your designated Beneficiary is the person to whom benefit rights under
the contract pass by reason of death; the Beneficiary must be a natural person
in order to elect a periodic payment option based on life expectancy or a
period exceeding five years. Additionally, if the annuity is payable to (or for
the benefit of) your surviving spouse, that portion of the contract may be
continued with your spouse as the Owner. For contracts owned by a non-natural
person, the required distribution rules apply upon the death of the Annuitant.
If there is more than one Annuitant of a contract held by a non-natural person,
then such required distributions will be triggered by the death of the first
co-Annuitant.
TAXATION OF PAYMENTS IN ANNUITY FORM
When payments are received from the contract in the form of an annuity,
normally the Annuity Payments are taxable as ordinary income to the extent that
payments exceed the portion of the payment determined by applying the
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exclusion ratio to the entire payment. The exclusion ratio of a contract is
determined at the time the contract's accumulated value is converted to an
annuity form of distribution. Generally, the applicable exclusion ratio is your
investment in the contract divided by the total payments you are expected to
receive based on IRS rules which consider such factors, such as the form of
annuity and mortality. The excludable portion of each Annuity Payment is the
return of investment in the contract and it is excludable from your taxable
income until your investment in the contract is fully recovered. We will make
this calculation for you. However, it is possible that the IRS could conclude
that the taxable portion of income 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.
Once you have recovered the investment in the contract, further Annuity
Payments are fully taxable. If you die before your investment in the contract
is fully recovered, the balance may be deducted on your last tax return, or if
Annuity Payments continue after your death, the balance may be deducted by your
Beneficiary.
The IRS has not furnished explicit guidance as to how the excludable amount is
to be determined each year under variable income annuities that permit
transfers between a fixed annuity option and variable investment options, as
well as transfers between investment options after the Annuity Starting Date.
Once Annuity Payments have commenced, you may not be able to make transfer
withdrawals to another Non-Qualified Contract or a long-term care contract in a
tax-free exchange.
If you receive payments that you intend to qualify for the "substantially equal
periodic payments" exception noted above, any modifications (except due to
death or disability) to your payment before age 59 1/2 or within five years
after beginning these payments, whichever is later, will result in the
retroactive imposition of the 10% federal income tax penalty with interest.
Such modifications may include additional Purchase Payments or withdrawals
(including tax-free transfers or rollovers of income payments) from the
contract.
If the contract allows, you may elect to convert less than the full value of
your contract to an annuity form of pay-out (i.e., "partial annuitization"). In
this case, your investment in the contract will be pro-rated between the
annuitized portion of the contract and the deferred portion. An exclusion ratio
will apply to the Annuity Payments as described above, provided the annuity
form you elect is payable for at least 10 years or for the life of one or more
individuals.
3.8% TAX ON NET INVESTMENT INCOME
Federal tax law imposes a 3.8% Medicare tax on the lesser of:
(1) the taxpayer's "net investment income," (from non-qualified
annuities, interest, dividends, and other investments, offset by specified
allowable deductions), or
(2) the taxpayer's modified adjusted gross income in excess of a specified
income threshold ($250,000 for married couples filing jointly, $125,000
for married couples filing separately, and $200,000 otherwise).
"Net investment income" in Item 1 above does not include distributions from tax
qualified plans, (i.e., arrangements described in Code Sections 401(a), 403(a),
403(b), 408, 408A, or 457(b)), but such income will increase modified adjusted
gross income in Item 2 above.
You should consult your tax adviser regarding the applicability of this tax to
income under your annuity contract.
PUERTO RICO TAX CONSIDERATIONS
The Puerto Rico Internal Revenue Code of 2011 (the "2011 PR Code") taxes
distributions from Non-Qualified 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 2011 PR 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 in annuity form (payable over
your lifetime) is also calculated differently under the 2011 PR Code. Since the
U.S. source income generated by a Puerto Rico bona fide resident is subject to
U.S. income tax and the IRS 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 2011 PR
Code provides a credit against the Puerto Rico income tax for U.S. income taxes
41
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 if you are a
resident of Puerto Rico.
QUALIFIED CONTRACTS
INTRODUCTION
The contract may be purchased through certain types of retirement plans that
receive favorable treatment under the Code ("tax qualified plans").
Tax-qualified plans include arrangements described in Code Sections 401(a),
401(k), 403(a), 403(b) or tax sheltered annuities (TSA), 408 or "IRAs"
(including SEP and SIMPLE IRAs), 408A or "Roth IRAs" or 457 (b) or 457(b)
governmental plans. Extensive special tax rules apply to qualified plans and to
the annuity contracts used in connection with these plans. Therefore, the
following discussion provides only general information about the use of the
contract with the various types of qualified plans. Adverse tax consequences
may result if you do not ensure that contributions, distributions and other
transactions with respect to the contract comply with the law.
The rights to any benefit under the plan will be subject to the terms and
conditions of the plan itself as well as the terms and conditions of the
contract.
We exercise no control over whether a particular retirement plan or a
particular contribution to the plan satisfies the applicable requirements of
the Code, or whether a particular individual is entitled to participate or
benefit under a plan.
All qualified plans and arrangements receive tax deferral under the Code. Since
there are no additional tax benefits in funding such retirement arrangements
with an annuity, there should be reasons other than tax deferral for acquiring
the annuity within the plan. Such non-tax benefits may include additional
insurance benefits, such as the availability of a guaranteed income for life.
A contract may also be available in connection with an employer's non-qualified
deferred compensation plan and qualified governmental excess benefit
arrangement to provide benefits to certain employees in the plan. The tax rules
regarding these plans are complex. We do not provide tax advice. Please consult
your tax adviser about your particular situation.
ACCUMULATION
The tax rules applicable to qualified plans vary according to the type of plan
and the terms and conditions of the plan itself. Both the amount of the
contribution that may be made and the tax deduction or exclusion that you may
claim for that contribution are limited under qualified plans. See the SAI for
a description of qualified plan types and annual current contribution
limitations, which are subject to change from year-to-year.
Purchase payments or contributions to IRAs or tax qualified retirement plans of
an employer may be taken from current income on a before tax basis or after tax
basis. Purchase payments made on a "before tax" basis entitle you to a tax
deduction or are not subject to current income tax. Purchase payments made on
an "after tax" basis do not reduce your taxable income or give you a tax
deduction. Contributions may also consist of transfers or rollovers as
described below which are not subject to the annual limitations on
contributions.
The contract will accept as a single Purchase Payment a transfer or rollover
from another IRA or rollover from an eligible retirement plan of an employer
(i.e., 401(a), 401(k), 403(a), 403(b), or governmental 457(b) plan). It will
also accept a rollover or transfer from a SIMPLE IRA after the taxpayer has
participated in such arrangement for at least two years. As part of the single
Purchase Payment, the IRA contract will also accept an IRA contribution subject
to the Code limits for the year of purchase.
For income annuities established as "pay-outs" of SIMPLE IRAs, the contract
will only accept a single Purchase Payment consisting of a transfer or rollover
from another SIMPLE IRA. For income annuities established in accordance with a
distribution option under a retirement plan of an employer (e.g., 401(a),
401(k), 403(a), 403(b), or 457(b) plan), the contract will only accept as its
single Purchase Payment a transfer from such employer retirement plan.
TAXATION OF ANNUITY DISTRIBUTIONS
If contributions are made on a "before tax" basis, you generally pay income
taxes on the full amount of money you withdraw as well as income earned under
the contract. Withdrawals attributable to any after-tax contributions are your
basis in the contract and not subject to income tax (except for the portion of
the withdrawal allocable to earnings). Under current federal income tax rules,
the
42
taxable portion of distributions under annuity contracts and qualified plans
(including IRAs) is not eligible for the reduced tax rate applicable to
long-term capital gains and qualifying dividends.
If you meet certain requirements, your Roth IRA, Roth 403(b) and Roth 401(k)
earnings are free from federal income taxes.
With respect to IRA contracts, we will withhold a portion of the taxable amount
of your withdrawal for income taxes, unless you elect otherwise. The amount we
withhold is determined by the Code.
WITHDRAWALS PRIOR TO AGE 59 1/2
A taxable withdrawal or distribution from a qualified plan which is subject to
income tax may also be subject to a 10% federal income tax penalty for "early"
distribution if taken prior to age 59 1/2, unless an exception described below
applies. The penalty rate is 25% for SIMPLE plan contracts if the distribution
occurs within the first 2 years of your participation in the plan.
These exceptions include distributions made:
(a) on account of your death or disability, or
(b) as part of a series of substantially equal periodic payments payable for
your life or joint lives of you and your designated Beneficiary and you
are separated from employment.
If you receive systematic payments that you intend to qualify for the
"substantially equal periodic payments" exception noted above, any
modifications (except due to death or disability) to your payment before age 59
1/2 or within five years after beginning these payments, whichever is later,
will result in the retroactive imposition of the 10% federal income tax penalty
with interest. Such modifications may include additional Purchase Payments or
withdrawals (including tax-free transfers or rollovers of income payments) from
the contract.
In addition, a withdrawal or distribution from a Qualified Contract other than
an IRA (including SEPs and SIMPLEs) will avoid the penalty if: (1) the
distribution is on separation from employment after age 55; (2) the
distribution is made pursuant to a qualified domestic relations order (QDRO);
(3) the distribution is to pay deductible medical expenses; or (4) if the
distribution is to pay IRS levies (and made after December 31, 1999).
The 10% federal income tax penalty on early distribution does not apply to
governmental 457(b) plan contracts. However, it does apply to distributions
from 457(b) plans of employers which are state or local governments to the
extent that the distribution is attributable to rollovers accepted from other
types of eligible retirement plans.
In addition to death, disability and as part of a series of substantially equal
periodic payments as indicated above, a withdrawal or distribution from an IRA
(including SEPs and SIMPLEs and Roth IRAs) will avoid the penalty: (1) if the
distribution is to pay deductible medical expenses; (2) if the distribution is
to pay IRS levies (and made after December 31, 1999); (3) if the distribution
is used to pay for medical insurance (if you are unemployed), qualified higher
education expenses, or for a qualified first time home purchase up to $10,000.
Other exceptions may be applicable under certain circumstances and special
rules may be applicable in connection with the exceptions enumerated above.
COMMUTATION FEATURES UNDER INCOME PAYMENT TYPES
Please be advised that the tax consequences resulting from the election of an
income payment types containing a commutation feature are uncertain and the IRS
may determine that the taxable amount of income payments and withdrawals
received for any year could be greater than or less than the taxable amount
reported by us. The exercise of the commutation feature also may result in
adverse tax consequences including:
o The imposition of a 10% federal income tax penalty on the taxable amount of
the commuted value, if the taxpayer has not attained age 59 1/2 at the
time the withdrawal is made. This 10% federal income tax penalty is in
addition to the ordinary income tax on the taxable amount of the commuted
value.
o The retroactive imposition of the 10% federal income tax penalty on income
payments received prior to the taxpayer attaining age 59 1/2.
o The possibility that the exercise of the commutation feature could
adversely affect the amount excluded from federal income tax under any
income payments made after such commutation.
A payee should consult with his or her own tax adviser prior to electing to
annuitize the contract and prior to exercising any commutation feature under an
income payment type.
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ROLLOVERS
Your contract is non-forfeitable (i.e., not subject to the claims of your
creditors) and non-transferable (i.e., you may not transfer it to someone
else).
Nevertheless, contracts held in certain employer plans subject to ERISA may be
transferred in part pursuant to a QDRO.
Under certain circumstances, you may be able to transfer amounts distributed
from your contract to another eligible retirement plan or IRA. For 457(b) plans
maintained by non-governmental employers, if certain conditions are met,
amounts may be transferred into another 457(b) plan maintained by a
non-governmental employer.
You may make rollovers and direct transfers into your SIMPLE IRA annuity
contract from another SIMPLE IRA annuity contract or account. No other
rollovers or transfers can be made to your SIMPLE IRA. Rollovers and direct
transfers from a SIMPLE IRA can only be made to another SIMPLE IRA or account
during the first two years that you participate in the SIMPLE IRA plan. After
this two year period, rollovers and transfers may be made from your SIMPLE IRA
into a Traditional IRA or account, as well as into another SIMPLE IRA.
Generally, a distribution may be eligible for rollover. Certain types of
distributions cannot be rolled over, such as distributions received on account
of:
(a) minimum distribution requirements, or
(b) financial hardship.
20% WITHHOLDING ON ELIGIBLE ROLLOVER DISTRIBUTIONS
For certain qualified employer plans, we are required to withhold 20% of the
taxable portion of your withdrawal that constitutes an "eligible rollover
distribution" for federal income taxes. The amount we withhold is determined by
the Code. You may avoid withholding if you assign or transfer a withdrawal from
this contract directly into another qualified plan or IRA. Similarly, you may
be able to avoid withholding on a transfer into this contract from an existing
qualified plan you may have with another provider by arranging to have the
transfer made directly to us. For taxable withdrawals that are not "eligible
rollover distributions," the Code requires different withholding rules which
determine the withholding amounts.
DEATH BENEFITS
The death benefit is taxable to the recipient in the same manner as if paid to
the contract Owner or plan participant (under the rules for withdrawals or
income payments, whichever is applicable).
Distributions required from a Qualified Contract following your death depend on
whether you die before you had converted your contract to an annuity form and
started taking Annuity Payments (your Annuity Starting Date). If you die on or
after your Annuity Starting Date, the remaining portion of the interest in the
contract must be distributed at least as rapidly as under the method of
distribution being used as of the date of death. If you die before your Annuity
Starting Date, the entire interest in the contract must be distributed within
five (5) years after the date of death, or as periodic payments over a period
not extending beyond the life or life expectancy of the designated Beneficiary
(provided such payments begin within one year of your death). Your designated
Beneficiary is the person to whom benefit rights under the contract pass by
reason of death; the Beneficiary must be a natural person in order to elect a
periodic payment option based on life expectancy or a period exceeding five
years. For required minimum distributions following the death of the Annuitant
of a Qualified Contract, the five-year rule is applied without regard to
calendar year 2009. For instance, for a contract Owner who died in 2007, the
five-year period would end in 2013 instead of 2012. The required minimum
distribution rules are complex, so consult your tax adviser because the
application of these rules to your particular circumstances may have been
impacted by the 2009 required minimum distribution waiver.
Additionally, if the annuity is payable to (or for the benefit of) your
surviving spouse, that portion of the contract may be continued with your
spouse as the Owner. If your spouse is your Beneficiary, and your contract
permits, your spouse may delay the start of these payments until December 31 of
the year in which you would have reached age 70 1/2.
If your spouse is your Beneficiary, your spouse may be able to rollover the
death proceeds into another eligible retirement plan in which he or she
participates, if permitted under the receiving plan. Alternatively, if your
spouse is your sole Beneficiary, he or she may elect to rollover the death
proceeds into his or her own IRA.
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If your Beneficiary is not your spouse and your plan and contract permit, your
Beneficiary may be able to rollover the death proceeds via a direct
trustee-to-trustee transfer into an inherited IRA. However, a non-spouse
Beneficiary may not treat the inherited IRA as his or her own IRA.
Additionally, for contracts issued in connection with qualified plans subject
to ERISA, the spouse or ex-spouse of the Owner may have rights in the contract.
In such a case, the Owner may need the consent of the spouse or ex-spouse to
change annuity options or make a withdrawal from the contract.
REQUIRED MINIMUM DISTRIBUTIONS
Generally, you must begin receiving retirement plan withdrawals by April 1
following the latter of:
(a) the calendar year in which you reach age 70 1/2, or
(b) the calendar year you retire, provided you do not own more than 5% of
your employer.
For IRAs (including SEPs and SIMPLEs), you must begin receiving withdrawals by
April 1 of the year after you reach age 70 1/2 even if you have not retired.
A tax penalty of 50% applies to the amount by which the required minimum
distribution exceeds the actual distribution.
You may not satisfy minimum distributions for one employer's qualified plan
(i.e., 401(a), 403(a), 457(b)) with distributions from another qualified plan
of the same or a different employer. However, an aggregation rule does apply in
the case of IRAs (including SEPs and SIMPLEs) or 403(b) plans. The minimum
required distribution is calculated with respect to each IRA, but the aggregate
distribution may be taken from any one or more of your IRAs/SEPs. Similarly,
the amount of required minimum distribution is calculated separately with
respect to each 403(b) arrangement, but the aggregate amount of the required
distribution may be taken from any one or more of your 403(b) plan contracts.
For SIMPLE IRAs, the aggregate amount of the required distribution may be taken
from any one or more of your SIMPLE IRAs.
Complex rules apply to the calculation of these withdrawals. In general, income
tax regulations permit income payments to increase based not only with respect
to the investment experience of the Investment Portfolios but also with respect
to actuarial gains.
The regulations also require that the value of benefits under a deferred
annuity including certain death benefits in excess of contract value must be
added to the amount credited to your account in computing the amount required
to be distributed over the applicable period. We will provide you with
additional information regarding the amount that is subject to minimum
distribution under this rule. You should consult your own tax adviser as to how
these rules affect your own distribution under this rule.
If you intend to receive your minimum distributions which are payable over the
joint lives of you and a Beneficiary who is not your spouse (or over a period
not exceeding the joint life expectancy of you and your non-spousal
Beneficiary), be advised that federal tax rules may require that payments be
made over a shorter period or may require that payments to the Beneficiary be
reduced after your death to meet the minimum distribution incidental benefit
rules and avoid the 50% excise tax. You should consult your own tax adviser as
to how these rules affect your own contract.
Required minimum distribution rules that apply to other types of IRAs while you
are alive do not apply to Roth IRAs. However, in general, the same rules with
respect to minimum distributions required to be made to a Beneficiary after
your death under other IRAs do apply to Roth IRAs.
ADDITIONAL INFORMATION REGARDING IRAS
PURCHASE PAYMENTS. Traditional IRA Purchase Payments (except for permissible
rollovers and direct transfers) are generally not permitted after you attain
age 70 1/2. Except for permissible rollovers and direct transfers, Purchase
Payments for individuals are limited in the aggregate to the lesser of 100% of
compensation or the deductible amount established each year under the Code. A
Purchase Payment up to the deductible amount can also be made for a non-working
spouse provided the couple's compensation is at least equal to their aggregate
contributions. Individuals age 50 and older are permitted to make additional
"catch-up" contributions if they have sufficient compensation. If you or your
spouse are an active participant in a retirement plan of an employer, your
deductible contributions may be limited. If you exceed Purchase Payment limits
you may be subject to a tax penalty.
Roth IRA Purchase Payments for individuals are non-deductible (made on an
"after tax" basis) and are limited to the lesser of 100% of compensation or the
annual deductible IRA amount. Individuals age 50 and older can make an
additional "catch-up" Purchase Payment each
45
year (assuming the individual has sufficient compensation). You may contribute
up to the annual Purchase Payment limit if your modified adjusted gross income
does not exceed certain limits. You can contribute to a Roth IRA after age 70
1/2. If you exceed Purchase Payment limits, you may be subject to a tax
penalty.
WITHDRAWALS. If and to the extent that Traditional IRA Purchase Payments are
made on an "after tax" basis, withdrawals would be included in income except
for the portion that represents a return of non-deductible Purchase Payments.
This portion is generally determined based upon the ratio of all non-deductible
Purchase Payments to the total value of all your Traditional IRAs (including
SEP IRAs and SIMPLE IRAs). We withhold a portion of the amount of your
withdrawal for income taxes, unless you elect otherwise. The amount we withhold
is determined by the Code.
Generally, withdrawal of earnings from Roth IRAs are free from federal income
tax if: (1) they are made at least five taxable years after your first Purchase
Payment to a Roth IRA; and (2) they are made on or after the date you reach age
59 1/2 and upon your death, disability or qualified first-home purchase (up to
$10,000). Withdrawals from a Roth IRA are made first from Purchase Payments and
then from earnings. We may be required to withhold a portion of your withdrawal
for income taxes, unless you elect otherwise. The amount will be determined by
the Code.
CONVERSION. Traditional IRAs may be converted to Roth IRAs. Except to the
extent you have non-deductible contributions, the amount converted from an
existing Traditional IRA into a Roth IRA is taxable. Generally, the 10% federal
income tax penalty does not apply. However, the taxable amount to be converted
must be based on the fair market value of the entire annuity contract being
converted into a Roth IRA. Such fair market value, in general, is to be
determined by taking into account the value of all benefits in addition to the
Account Value; as well as adding back certain loads and charges incurred during
the prior twelve month period. Your contract may include such benefits and
applicable charges. Accordingly, if you are considering such conversion of your
annuity contract, please consult your tax adviser. The taxable amount may
exceed the Account Value at the date of conversion.
A Roth IRA contract may also be re-characterized as a Traditional IRA, if
certain conditions are met. Please consult your tax adviser.
DISTINCTION FOR PUERTO RICO CODE
An annuity contract may be purchased by an employer for an employee under a
qualified pension, profit sharing, stock bonus, annuity, or a "cash or
deferred" arrangement plan established pursuant to Section 1081.01 of the 2011
PR Code. To be tax qualified under the 2011 PR Code, a plan must comply with
the requirements of Section 1081.01(a) of the 2011 PR Code which includes
certain participation requirements, among other requirements. A trust created
to hold assets for a qualified plan is exempt from tax on its investment
income.
CONTRIBUTIONS. The employer is entitled to a current income tax deduction for
contributions made to a qualified plan, subject to statutory limitations on the
amount that may be contributed each year. The plan contributions by the
employer are not required to be included in the current income of the employee.
DISTRIBUTIONS. Any amount received or made available to the employee under the
qualified plan is includible in the gross income of the employee in the taxable
year in which received or made available. In such case, the amount paid or
contributed by the employer shall not constitute consideration paid by the
employee for the contract for purposes of determining the amount of Annuity
Payments required to be included in the employee's gross income. Thus, amounts
actually distributed or made available to any employee under the qualified plan
will be included in their entirety in the employee's gross income. Lump-sum
proceeds from a Puerto Rico qualified retirement plan due to separation from
service will generally be taxed at a 20% capital gain tax rate to be withheld
at the source. A special rate of 10% may apply instead, if the plan satisfies
the following requirements:
(1) the plan's trust is organized under the laws of Puerto Rico, or has a
Puerto Rico resident trustee and uses such trustee as paying agent; and
(2) 10% of all plan's trust assets (calculated based on the average balance
of the investments of the trust) attributable to participants who are
Puerto Rico residents must be invested in "property located in Puerto
Rico" for a three-year period.
If these two requirements are not satisfied, the distribution will generally be
subject to the 20% tax rate. The three-year period includes the year of the
distribution and the two immediately preceding years. In the case of a defined
contribution plan that maintains separate accounts for each
46
participant, the described 10% investment requirement may be satisfied in the
accounts of a participant that chooses to invest in such fashion rather than at
the trust level. Property located in Puerto Rico includes shares of stock of a
Puerto Rico registered investment company, fixed or variable annuities issued
by a domestic insurance company or by a foreign insurance corporation that
derives more than 80% of its gross income from sources within Puerto Rico, and
bank deposits. The PR 2011 Code does not impose a penalty tax in cases of early
(premature) distributions from a qualified plan.
ROLLOVER. Deferral of the recognition of income continues upon the receipt of a
distribution by a participant from a qualified plan, if the distribution is
contributed to another qualified retirement plan or traditional individual
retirement account for the employee's benefit no later than sixty (60) days
after the distribution.
ERISA CONSIDERATIONS. In the context of a Puerto Rico qualified retirement plan
trust, the IRS has recently held that the transfer of assets and liabilities
from a qualified retirement plan trust under the Code to that type of plan
would generally be treated as a distribution includible in gross income for
U.S. income tax purposes even if the Puerto Rico retirement plan is a plan
described in ERISA Section 1022(i)(1). By contrast, a transfer from a qualified
retirement plan trust under the Code to a Puerto Rico qualified retirement plan
trust that has made an election under ERISA Section 1022(i)(2) is not treated
as a distribution from the transferor plan for U.S. income tax purposes because
a Puerto Rico retirement plan that has made an election under ERISA Section
1022(i)(2) is treated as a qualified retirement plan for purposes Code Section
401(a). The IRS has determined that the above described rules prescribing the
inclusion in income of transfers of assets and liabilities to a Puerto Rico
retirement plan trust described in ERISA Section 1022(i)(1) would be applicable
to transfers taking effect after December 31, 2012.
Similar to the IRS in Revenue Ruling 2013-17, the U.S. Department of Labor
issued DOL Technical Release No. 2013-04 on September 18, 2013, providing that,
where the Secretary of Labor has authority to regulate with respect to the
provisions of ERISA dealing with the use of the term "spouse," spouse will be
read to refer to any individuals who are lawfully married under any state law,
including same-sex spouses, and without regard to whether their state of
domicile recognizes same-sex marriage. Thus, for ERISA purposes as well as
Federal tax purposes, an employee benefit plan participant who marries a person
of the same sex in a jurisdiction that recognizes same-sex marriage will
continue to be treated as married even if the couple moves to a jurisdiction,
like Puerto Rico, that does not recognize same-sex marriage.
10. OTHER INFORMATION
METROPOLITAN LIFE INSURANCE COMPANY
Metropolitan Life Insurance Company and its subsidiaries (collectively,
"MetLife") is a leading provider of insurance, employee benefits and financial
services with operations throughout the United States. MetLife offers life
insurance and annuities to individuals, as well as group insurance and
retirement & savings products and services to corporations and other
institutions. Metropolitan Life Insurance Company was formed under the laws of
New York in 1868. MetLife's home office is located at 200 Park Avenue, New
York, New York 10166-0188. Metropolitan Life Insurance Company is a
wholly-owned subsidiary of MetLife, Inc. Through its subsidiaries and
affiliates, MetLife, Inc. offers life insurance, annuities, automobile and
homeowners insurance, retail banking and other financial services to
individuals, as well as group insurance and retirement & savings products and
services to corporations and other institutions. MetLife, Inc. has operations
throughout the United States and the regions of Latin America, Asia Pacific and
Europe, Middle East and India.
THE SEPARATE ACCOUNT
We have established a SEPARATE ACCOUNT, Metropolitan Life Separate Account E
(Separate Account), to hold the assets that underlie the contracts. We
established the Separate Account on September 27, 1983. We have registered the
Separate Account with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. The Separate Account
is divided into subaccounts.
The Separate Account's assets are solely for the benefit of those who invest in
the Separate Account and no one else, including our creditors. The assets of
the Separate Account are held in our name on behalf of the Separate Account and
legally belong to us. All the income, gains and losses (realized or unrealized)
resulting from these assets are credited to or charged against the contracts
issued from this Separate Account without regard to our other business.
47
We reserve the right to transfer assets of the Separate Account to another
account, and to modify the structure or operation of the Separate Account,
subject to necessary regulatory approvals. If we do so, we guarantee that the
modification will not affect your Account Value.
We are obligated to pay all money we owe under the contracts - such as death
benefits and income payments - even if that amount exceeds the assets in the
Separate Account. Any such amount that exceeds the assets in the Separate
Account is paid from our general account. Any amount under any optional death
benefit or optional Guaranteed Withdrawal Benefit that exceeds the assets in the
Separate Account is also paid from our general account. Benefit amounts paid
from the general account are subject to our financial strength and claims paying
ability and our long term ability to make such payments. We issue other annuity
contracts and life insurance policies where we pay all money we owe under those
contracts and policies from our general account. MetLife is regulated as an
insurance company under state law, which generally includes limits on the amount
and type of investments in our general account. However, there is no guarantee
that we will be able to meet our claims paying obligations; there are risks to
purchasing any insurance product.
The investment advisers to certain of the Investment Portfolios offered with
the contracts or with other variable annuity contracts issued through the
Separate Account may be regulated as Commodity Pool Operators. While it does
not concede that the Separate Account is a commodity pool, MetLife has claimed
an exclusion from the definition of the term "commodity pool operator" under
the Commodities Exchange Act (CEA), and is not subject to registration or
regulation as a pool operator under the CEA.
DISTRIBUTOR
We have entered into a distribution agreement with our affiliate, MetLife
Investors Distribution Company (Distributor), 1095 Avenue of the Americas, New
York, NY 10036, for the distribution of the contracts. Distributor is a member
of the Financial Industry Regulatory Authority (FINRA). FINRA provides
background information about broker-dealers and their registered
representatives through FINRA BrokerCheck. You may contact the FINRA
BrokerCheck Hotline at 1-800-289-9999, or log on to www.finra.org. An investor
brochure that includes information describing FINRA BrokerCheck is available
through the Hotline or on-line.
Distributor, and in certain cases, we, have entered into selling agreements
with other affiliated and unaffiliated selling firms for the sale of the
contracts. We pay compensation to Distributor for sales of the contracts by
selling firms. We also pay amounts to Distributor that may be used for its
operating and other expenses, including the following sales expenses:
compensation and bonuses for the Distributor's management team, advertising
expenses, and other expenses of distributing the contracts. Distributor's
management team and registered representatives also may be eligible for
non-cash compensation items that we may provide jointly with Distributor.
Non-cash items include conferences, seminars and trips (including travel,
lodging and meals in connection therewith), entertainment, merchandise and
other similar items.
All of the Investment Portfolios make payments to Distributor under their
distribution plans in consideration of services provided and expenses incurred
by Distributor in distributing shares of the Investment Portfolios. (See "Fee
Tables and Examples - Investment Portfolio Expenses" and the fund
prospectuses.) These payments range from 0.15% to 0.55% of Separate Account
assets invested in the particular Investment Portfolio.
We pay American Funds Distributors, Inc., principal underwriter for the
American Funds Insurance Series, a percentage of Purchase Payments allocated to
the following portfolios for the services it provides in marketing the
portfolios' shares in connection with the contract: the American Funds (Reg.
TM) Global Small Capitalization Fund, the American Funds (Reg. TM) Growth
Portfolio, the American Funds (Reg. TM) Moderate Allocation Portfolio, the
American Funds (Reg. TM) Balanced Allocation Portfolio, and the American Funds
(Reg. TM) Growth Allocation Portfolio.
SELLING FIRMS
As noted above, Distributor, and in certain cases, we, have entered into
selling agreements with affiliated and unaffiliated selling firms for the sale
of the contracts. Affiliated selling firms include MetLife Securities, Inc.
(MetLife Securities) and New England Securities Corporation. All selling firms
receive commissions, and they may also receive some form of non-cash
compensation. Certain selected selling firms receive additional compensation
(described below under "Additional Compensation for Selected Selling Firms").
These commissions and other incentives or payments are not charged directly to
contract Owners or the Separate Account. We intend to recoup commissions and
other sales
48
expenses through fees and charges deducted under the contract or from our
general account. A portion of the payments made to selling firms may be passed
on to their sales representatives in accordance with the selling firms'
internal compensation programs. Those programs may also include other types of
cash and non-cash compensation and other benefits. Registered representatives
of the selling firms may also receive non-cash compensation, pursuant to their
firm's guidelines, directly from us or Distributor.
COMPENSATION PAID TO SELLING FIRMS. We and Distributor pay compensation to all
affiliated and unaffiliated selling firms in the form of commissions and may
also provide certain types of non-cash compensation. The maximum commission
payable for contract sales and additional Purchase Payments by selling firms is
5.25% of Purchase Payments. Some selling firms may elect to receive a lower
commission when a Purchase Payment is made, along with annual trail commissions
beginning in year two up to 1.00% of Account Value (less Purchase Payments
received within the previous 12 months) for so long as the contract remains in
effect or as agreed in the selling agreement. We also pay commissions when a
contract Owner elects to begin receiving regular income payments (referred to
as "Annuity Payments"). (See "Annuity Payments - The Income Phase.")
Distributor may also provide non-cash compensation items that we may provide
jointly with Distributor. Non-cash items may include expenses for conference or
seminar trips, certain gifts, prizes, and awards. With respect to the
contracts, the compensation paid to affiliated selling firms is generally not
expected to exceed, on a present value basis, the aggregate amount of
compensation that is paid by Distributor to all other selling firms as noted
above.
SALES BY OUR AFFILIATES. As previously noted, we and Distributor may offer the
contracts through retail selling firms that are affiliates of ours. The amount
of compensation the affiliated selling firms pass on to their sales
representatives is determined in accordance with their own internal
compensation programs. These programs may also include other types of cash
compensation, such as bonuses, equity awards (such as stock options), training
allowances, supplementary salary, financing arrangements, marketing support,
medical and other insurance benefits, retirement benefits, non-qualified
deferred compensation plans and other benefits. Sales representatives of our
affiliates must meet a minimum level of sales production in order to maintain
their agent status with us. Sales representatives can meet the minimum level of
sales production through sales of proprietary and/or non-proprietary products.
(Proprietary products are those issued by us or our affiliates.) However, sales
representatives can meet a lower alternative minimum level of sales production
if the sales representative focuses on sales of proprietary products.
Therefore, a sales representative may have an incentive to favor the sale of
proprietary products. Moreover, because the managers who supervise the
representatives receive a higher level of compensation based on sales of
proprietary products, these sales managers have an incentive to promote the
sale of proprietary products.
Sales representatives of our affiliates receive cash payments for the products
they sell and service based upon a "gross dealer concession" model. Gross
dealer concession may also be credited when the contract is annuitized. The
amount of gross dealer concession credited upon annuitization depends on
several factors, including the number of years the contract has been in force.
Sales representatives of our affiliates are entitled to part or all of the
gross dealer concession. The percentage to which a representative is entitled
is determined by a sliding-scale formula that takes into account the total
amount of proprietary and non-proprietary products sold and serviced by the
representative.
Sales representatives of our affiliates and their managers may be eligible for
additional cash compensation, such as bonuses and expense allowances (that may
be tied to sales of specific products), equity awards (such as stock options),
training allowances, supplemental compensation, product level add-ons
controlled at the local and company levels, financing arrangements, special
loan repayment options, marketing support, medical and other insurance
benefits, and retirement benefits and other benefits. Since some of this
additional compensation, in particular, life insurance, disability and
retirement benefits, is based primarily on the amount of proprietary products
sold, sales representatives and their managers have an incentive to favor the
sale of proprietary products. Sales representatives who meet certain
productivity, persistency, and length of service standards and/or their
managers may be eligible for additional cash compensation. Moreover, managers
may be eligible for additional cash compensation based on the sales production
of the sales representatives that the manager supervises. The business unit
responsible for the operation
49
of our distribution system is also eligible to receive an amount of
compensation.
Ask your registered representative for further information about what payments
your registered representative and the selling firm for which he or she works
may receive in connection with your purchase of a contract.
ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS. We and Distributor have
entered into distribution arrangements with certain selected selling firms.
Under these arrangements we and Distributor may pay additional compensation to
selected selling firms, including marketing allowances, introduction fees,
persistency payments, preferred status fees and industry conference fees.
Marketing allowances are periodic payments to certain selling firms, the amount
of which depends on cumulative periodic (usually quarterly) sales of our
insurance contracts (including the contracts offered by this prospectus) and
may also depend on meeting thresholds in the sale of certain of our insurance
contracts (other than the contracts offered by this prospectus). They may also
include payments we make to cover the cost of marketing or other support
services provided for or by registered representatives who may sell our
products. Introduction fees are payments to selling firms in connection with
the addition of our products to the selling firm's line of investment products,
including expenses relating to establishing the data communications systems
necessary for the selling firm to offer, sell and administer our products.
Persistency payments are periodic payments based on Account Values of our
variable insurance contracts (including Account Values of the contracts) or
other persistency standards. Preferred status fees are paid to obtain preferred
treatment of the contracts in selling firms' marketing programs, which may
include marketing services, participation in marketing meetings, listings in
data resources and increased access to their sales representatives. Industry
conference fees are amounts paid to cover in part the costs associated with
sales conferences and educational seminars for selling firms' sales
representatives. We and Distributor have entered into such distribution
agreements with selling firms identified in the Statement of Additional
Information.
The additional types of compensation discussed above are not offered to all
selling firms. The terms of any particular agreement governing compensation may
vary among selling firms and the amounts may be significant. The prospect of
receiving, or the receipt of, additional compensation as described above may
provide selling firms and/or their sales representatives with an incentive to
favor sales of the contracts over other variable annuity contracts (or other
investments) with respect to which selling firm does not receive additional
compensation, or lower levels of additional compensation. You may wish to take
such payment arrangements into account when considering and evaluating any
recommendation relating to the contracts. For more information about any such
additional compensation arrangements, ask your registered representative. (See
the Statement of Additional Information - "Distribution" for a list of selling
firms that received compensation during 2013, as well as the range of
additional compensation paid.)
REQUESTS AND ELECTIONS
We will treat your request for a contract transaction, or your submission of a
Purchase Payment, as received by us if we receive a request conforming to our
administrative procedures or a payment at our Annuity Service Center before the
close of regular trading on the New York Stock Exchange on that day. We will
treat your submission of a Purchase Payment as received by us if we receive a
payment at our Annuity Service Center (or a designee receives a payment in
accordance with the designee's administrative procedures) before the close of
regular trading on the New York Stock Exchange on that day. If we receive the
request, or if we (or our designee) receive the payment, after the close of
trading on the New York Stock Exchange on that day, or if the New York Stock
Exchange is not open that day, then the request or payment will be treated as
received on the next day when the New York Stock Exchange is open. Our Annuity
Service Center is located at P.O. Box 10366, Des Moines, IA 50306-0366. 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.
Requests for service may be made:
o Through your registered representative
o By telephone at (800) 343-8496, between the hours of 7:30AM and 5:30PM
Central Time Monday through Thursday and 7:30AM and 5:00PM Central Time on
Friday
50
o In writing to our Annuity Service Center
o By fax at (515) 457-4400 or
o By Internet at www.metlife.com
Some of the requests for service that may be made by telephone or Internet
include transfers of Account Value (see "Investment Options - Transfers -
Transfers By Telephone or Other Means") and changes to the allocation of future
Purchase Payments (see "Purchase - Allocation of Purchase Payments"). We may
from time to time permit requests for other types of transactions to be made by
telephone or Internet. All transaction requests must be in a form satisfactory
to us. Contact us for further information. Some selling firms may restrict the
ability of their registered representatives to convey transaction requests by
telephone or Internet on your behalf.
A request or transaction generally is considered in GOOD ORDER if it complies
with our administrative procedures and the required information is complete and
accurate. A request or transaction may be rejected or delayed if not in Good
Order. If you have any questions, you should contact us or your registered
representative before submitting the form or request.
We will use reasonable procedures such as requiring certain identifying
information, tape recording the telephone instructions, and providing written
confirmation of the transaction, in order to confirm that instructions
communicated by telephone, fax, Internet or other means are genuine. Any
telephone, fax or Internet instructions reasonably believed by us to be genuine
will be your responsibility, including losses arising from any errors in the
communication of instructions. As a result of this policy, you will bear the
risk of loss. If we do not employ reasonable procedures to confirm that
instructions communicated by telephone, fax or Internet are genuine, we may be
liable for any losses due to unauthorized or fraudulent transactions. All other
requests and elections under your contract must be in writing signed by the
proper party, must include any necessary documentation and must be received at
our Annuity Service Center to be effective. If acceptable to us, requests or
elections relating to Beneficiaries and Ownership will take effect as of the
date signed unless we have already acted in reliance on the prior status. We
are not responsible for the validity of any written request or action.
Telephone and computer systems may not always be available. Any telephone or
computer system, whether it is yours, your service provider's, your agent's, or
ours, can experience outages or slowdowns for a variety of reasons. These
outages or slowdowns may delay or prevent our processing of your request.
Although we have taken precautions to help our systems handle heavy use, we
cannot promise complete reliability under all circumstances. If you experience
technical difficulties or problems, you should make your transaction request in
writing to our Annuity Service Center.
CONFIRMING TRANSACTIONS. We will send out written statements confirming that a
transaction was recently completed. Unless you inform us of any errors within
60 days of receipt, we will consider these communications to be accurate and
complete.
OWNERSHIP
OWNER. You, as the OWNER of the contract, have all the interest and rights
under the contract.
These rights include the right to:
o change the Beneficiary.
o change the Annuitant before the Annuity Date (subject to our underwriting
and administrative rules).
o assign the contract (subject to limitation).
o change the payment option.
o exercise all other rights, benefits, options and privileges allowed by the
contract or us.
The Owner is as designated at the time the contract is issued, unless changed.
Any change of Owner is subject to our underwriting rules in effect at the time
of the request.
JOINT OWNER. The contract can be owned by JOINT OWNERS, limited to two natural
persons. Upon the death of either Owner, the surviving Owner will be the
primary Beneficiary. Any other Beneficiary designation will be treated as a
contingent Beneficiary unless otherwise indicated.
BENEFICIARY. The BENEFICIARY is the person(s) or entity you name to receive any
death benefit. The Beneficiary is named at the time the contract is issued
unless changed at a later date. Unless an irrevocable Beneficiary has been
named, you can change the Beneficiary at any time before you die. If Joint
Owners are named, unless you tell us otherwise, the surviving Joint Owner will
be the primary Beneficiary. Any other Beneficiary designation will be treated
as a contingent Beneficiary (unless you tell us otherwise).
51
ABANDONED PROPERTY REQUIREMENTS. Every state has unclaimed property laws which
generally declare non-ERISA annuity contracts to be abandoned after a period of
inactivity of three to five years from the contract's maturity date or the date
the death benefit is due and payable. For example, if the payment of a death
benefit has been triggered, but, if after a thorough search, we are still
unable to locate the Beneficiary of the death benefit, or the Beneficiary does
not come forward to claim the death benefit in a timely manner, the death
benefit will be paid to the abandoned property division or unclaimed property
office of the state in which the Beneficiary or the Owner last resided, as
shown on our books and records, or to our state of domicile. (Escheatment is
the formal, legal name for this process.) However, the state is obligated to
pay the death benefit (without interest) if your Beneficiary steps forward to
claim it with the proper documentation. To prevent your contract's proceeds
from being paid to the state's abandoned or unclaimed property office, it is
important that you update your Beneficiary designations, including addresses,
if and as they change. Please call (800) 343-8496 to make such changes.
ANNUITANT. The ANNUITANT is the natural person(s) on whose life we base Annuity
Payments. You can change the Annuitant at any time prior to the Annuity Date,
unless an Owner is not a natural person. Any reference to Annuitant includes
any joint Annuitant under an Annuity Option. The Owner and the Annuitant do not
have to be the same person except as required under certain sections of the
Internal Revenue Code.
ASSIGNMENT. You can assign a Non-Qualified Contract at any time during your
lifetime. We will not be bound by the assignment until the written notice of
the assignment is recorded by us. We will not be liable for any payment or
other action we take in accordance with the contract before we record the
assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.
If the contract is issued pursuant to a qualified plan, there may be
limitations on your ability to assign the contract.
LEGAL PROCEEDINGS
In the ordinary course of business, MetLife, 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, MetLife does not
believe any such action or proceeding will have a material adverse effect upon
the Separate Account or upon the ability of MetLife Investors Distribution
Company to perform its contract with the Separate Account or of MetLife to meet
its obligations under the contracts.
FINANCIAL STATEMENTS
Our financial statements and the financial statements of the Separate Account
have been included in the SAI. [To be updated by amendment.]
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
Company
Independent Registered Public Accounting Firm
Additional Information
Custodian
Distribution
Calculation of Performance Information
Annuity Provisions
Additional Federal Tax Considerations
Financial Statements
52
APPENDIX A
PARTICIPATING INVESTMENT PORTFOLIOS
Below are the advisers and subadvisers and investment objectives of each
Investment Portfolio available under the contract. The fund prospectuses
contain more complete information, including a description of the investment
objectives, policies, restrictions and risks. THERE CAN BE NO ASSURANCE THAT
THE INVESTMENT OBJECTIVES WILL BE ACHIEVED.
[TO BE UPDATED BY AMENDMENT]
AMERICAN FUNDS INSURANCE SERIES (CLASS 4)
GLOBAL SMALL CAPITALIZATION FUND
SUBADVISER: -
INVESTMENT OBJECTIVE: The Global Small Capitalization Fund seeks capital
appreciation and current income.
BLACKROCK VARIABLE SERIES FUNDS, INC. (CLASS III)
BLACKROCK GLOBAL ALLOCATION V.I. FUND
SUBADVISER: BlackRock Investment Management, LLC
INVESTMENT OBJECTIVE: The BlackRock Global Allocation V.I. Fund seeks high
total investment return.
IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (CLASS A)
IVY FUNDS VIP ASSET STRATEGY
SUBADVISER: -
INVESTMENT OBJECTIVE: Ivy Funds VIP Asset Strategy seeks total return.
LEGG MASON PARTNERS VARIABLE EQUITY TRUST (CLASS II)
PERMAL ALTERNATIVE SELECT VIT PORTFOLIO
SUBADVISERS: Permal Asset Management LLC; Apex Capital, LLC; Atlantic
Investment Management, Inc.; River Canyon Fund Management LLC; and TT
International.
SUBADVISER - TRADING ADVISOR: BH-DG Systematic Trading LLP
INVESTMENT OBJECTIVE: The Permal Alternative Select VIT Portfolio seeks
long-term capital appreciation.
MET INVESTORS SERIES TRUST (CLASS B, OR AS NOTED, CLASS C)
Met Investors Series Trust is a mutual fund with multiple portfolios. Unless
otherwise noted, the following portfolios are managed by MetLife Advisers, LLC,
which is an affiliate of MetLife. The following Class B, or as noted, Class C
portfolios are available under the contract.
ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION PORTFOLIO
SUBADVISER: AllianceBernstein L.P.
INVESTMENT OBJECTIVE: The AllianceBernstein Global Dynamic Allocation Portfolio
seeks capital appreciation and current income.
ALLIANZ GLOBAL INVESTORS DYNAMIC MULTI-ASSET PLUS PORTFOLIO
SUBADVISER: Allianz Global Investors U.S. LLC
INVESTMENT OBJECTIVE: The Allianz Global Investors Dynamic Multi-Asset Plus
Portfolio seeks total return.
AMERICAN FUNDS (Reg. TM) GROWTH PORTFOLIO (CLASS C)
ADVISERS: MetLife Advisers, LLC and Capital Research and Management Company
INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Growth Portfolio seeks to
achieve growth of capital.
AQR GLOBAL RISK BALANCED PORTFOLIO
SUBADVISER: AQR Capital Management, LLC
INVESTMENT OBJECTIVE: The AQR Global Risk Balanced Portfolio seeks total
return.
BLACKROCK GLOBAL TACTICAL STRATEGIES PORTFOLIO
SUBADVISER: BlackRock Financial Management, Inc.
INVESTMENT OBJECTIVE: The BlackRock Global Tactical Strategies Portfolio seeks
capital appreciation and current income.
BLACKROCK HIGH YIELD PORTFOLIO
SUBADVISER: BlackRock Financial Management, Inc.
INVESTMENT OBJECTIVE: The BlackRock High Yield Portfolio seeks to maximize
total return, consistent with income generation and prudent investment
management.
A-1
CLARION GLOBAL REAL ESTATE PORTFOLIO
SUBADVISER: CBRE Clarion Securities LLC
INVESTMENT OBJECTIVE: The Clarion Global Real Estate Portfolio seeks total
return through investment in real estate securities, emphasizing both capital
appreciation and current income.
CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
SUBADVISER: ClearBridge Investments, LLC
INVESTMENT OBJECTIVE: The ClearBridge Aggressive Growth Portfolio seeks capital
appreciation.
GOLDMAN SACHS MID CAP VALUE PORTFOLIO
SUBADVISER: Goldman Sachs Asset Management, L.P.
INVESTMENT OBJECTIVE: The Goldman Sachs Mid Cap Value Portfolio seeks long-term
capital appreciation.
HARRIS OAKMARK INTERNATIONAL PORTFOLIO
SUBADVISER: Harris Associates L.P.
INVESTMENT OBJECTIVE: The Harris Oakmark International Portfolio seeks
long-term capital appreciation.
INVESCO BALANCED-RISK ALLOCATION PORTFOLIO
SUBADVISER: Invesco Advisers, Inc.
INVESTMENT OBJECTIVE: The Invesco Balanced-Risk Allocation Portfolio seeks
total return.
INVESCO COMSTOCK PORTFOLIO
SUBADVISER: Invesco Advisers, Inc.
INVESTMENT OBJECTIVE: The Invesco Comstock Portfolio seeks capital growth and
income.
INVESCO MID CAP VALUE PORTFOLIO
SUBADVISER: Invesco Advisers, Inc.
INVESTMENT OBJECTIVE: The Invesco Mid Cap Value Portfolio seeks high total
return by investing in equity securities of mid-sized companies.
INVESCO SMALL CAP GROWTH PORTFOLIO
SUBADVISER: Invesco Advisers, Inc.
INVESTMENT OBJECTIVE: The Invesco Small Cap Growth Portfolio seeks long-term
growth of capital.
JPMORGAN CORE BOND PORTFOLIO
SUBADVISER: J.P. Morgan Investment Management Inc.
INVESTMENT OBJECTIVE: The JPMorgan Core Bond Portfolio seeks to maximize total
return.
JPMORGAN GLOBAL ACTIVE ALLOCATION PORTFOLIO
SUBADVISER: J.P. Morgan Investment Management Inc.
INVESTMENT OBJECTIVE: The JPMorgan Global Active Allocation Portfolio seeks
capital appreciation and current income.
JPMORGAN SMALL CAP VALUE PORTFOLIO
SUBADVISER: J.P. Morgan Investment Management Inc.
INVESTMENT OBJECTIVE: The JPMorgan Small Cap Value Portfolio seeks long-term
capital growth.
LOOMIS SAYLES GLOBAL MARKETS PORTFOLIO
SUBADVISER: Loomis, Sayles & Company, L.P.
INVESTMENT OBJECTIVE: The Loomis Sayles Global Markets Portfolio seeks high
total investment return through a combination of capital appreciation and
income.
LORD ABBETT BOND DEBENTURE PORTFOLIO
SUBADVISER: Lord, Abbett & Co. LLC
INVESTMENT OBJECTIVE: The Lord Abbett Bond Debenture Portfolio seeks high
current income and the opportunity for capital appreciation to produce a high
total return.
MET/ARTISAN INTERNATIONAL PORTFOLIO
SUBADVISER: Artisan Partners Limited Partnership
INVESTMENT OBJECTIVE: The Met/Artisan International Portfolio seeks maximum
long-term capital growth.
A-2
MET/EATON VANCE FLOATING RATE PORTFOLIO
SUBADVISER: Eaton Vance Management
INVESTMENT OBJECTIVE: The Met/Eaton Vance Floating Rate Portfolio seeks a high
level of current income.
MET/FRANKLIN LOW DURATION TOTAL RETURN PORTFOLIO
SUBADVISER: Franklin Advisers, Inc.
INVESTMENT OBJECTIVE: The Met/Franklin Low Duration Total Return Portfolio
seeks a high level of current income, while seeking preservation of
shareholders' capital.
MET/TEMPLETON INTERNATIONAL BOND PORTFOLIO
SUBADVISER: Franklin Advisers, Inc.
INVESTMENT OBJECTIVE: The Met/Templeton International Bond Portfolio seeks a
high level of current income, while seeking preservation of shareholders'
capital.
METLIFE BALANCED PLUS PORTFOLIO
SUBADVISER - OVERLAY PORTION: Pacific Investment Management Company LLC
INVESTMENT OBJECTIVE: The MetLife Balanced Plus Portfolio seeks a balance
between a high level of current income and growth of capital, with a greater
emphasis on growth of capital.
METLIFE MULTI-INDEX TARGETED RISK PORTFOLIO
SUBADVISER - OVERLAY PORTION: MetLife Investment Management, LLC
INVESTMENT OBJECTIVE: The MetLife Multi-IndeTargeted Risk Portfolio seeks a
balance between growth of capital and current income, with a greater emphasis
on growth of capital.
MFS (Reg. TM) EMERGING MARKETS EQUITY PORTFOLIO
SUBADVISER: Massachusetts Financial Services Company
INVESTMENT OBJECTIVE: The MFS (Reg. TM) Emerging Markets Equity Portfolio seeks
capital appreciation.
MFS (Reg. TM) RESEARCH INTERNATIONAL PORTFOLIO
SUBADVISER: Massachusetts Financial Services Company
INVESTMENT OBJECTIVE: The MFS (Reg. TM) Research International Portfolio seeks
capital appreciation.
MORGAN STANLEY MID CAP GROWTH PORTFOLIO
SUBADVISER: Morgan Stanley Investment Management, Inc.
INVESTMENT OBJECTIVE: The Morgan Stanley Mid Cap Growth Portfolio seeks capital
appreciation.
OPPENHEIMER GLOBAL EQUITY PORTFOLIO
SUBADVISER: OppenheimerFunds, Inc..
INVESTMENT OBJECTIVE: The Oppenheimer Global Equity Portfolio seeks capital
appreciation.
PANAGORA GLOBAL DIVERSIFIED RISK PORTFOLIO
SUBADVISER: PanAgora Asset Management, Inc.
INVESTMENT OBJECTIVE: The PanAgora Global Diversified Risk Portfolio seeks
total return.
PIMCO INFLATION PROTECTED BOND PORTFOLIO
SUBADVISER: Pacific Investment Management Company LLC
INVESTMENT OBJECTIVE: The PIMCO Inflation Protected Bond Portfolio seeks
maximum real return, consistent with preservation of capital and prudent
investment management.
PIMCO TOTAL RETURN PORTFOLIO
SUBADVISER: Pacific Investment Management Company LLC
INVESTMENT OBJECTIVE: The PIMCO Total Return Portfolio seeks maximum total
return, consistent with the preservation of capital and prudent investment
management.
PIONEER FUND PORTFOLIO
SUBADVISER: Pioneer Investment Management, Inc.
INVESTMENT OBJECTIVE: The Pioneer Fund Portfolio seeks reasonable income and
capital growth.
PIONEER STRATEGIC INCOME PORTFOLIO
SUBADVISER: Pioneer Investment Management, Inc.
INVESTMENT OBJECTIVE: The Pioneer Strategic Income Portfolio seeks a high level
of current income.
A-3
PYRAMIS (Reg. TM) GOVERNMENT INCOME PORTFOLIO
SUBADVISER: Pyramis Global Advisors, LLC
INVESTMENT OBJECTIVE: The Pyramis (Reg. TM) Government Income Portfolio seeks a
high level of current income, consistent with preservation of principal.
PYRAMIS (Reg. TM) MANAGED RISK PORTFOLIO
SUBADVISER: Pyramis Global Advisors, LLC
INVESTMENT OBJECTIVE: The Pyramis (Reg. TM) Managed Risk Portfolio seeks total
return.
SCHRODERS GLOBAL MULTI-ASSET PORTFOLIO
SUBADVISERS: Schroder Investment Management North America Inc. and Schroder
Investment Management North America Limited
INVESTMENT OBJECTIVE: The Schroders Global Multi-Asset Portfolio seeks capital
appreciation and current income.
T. ROWE PRICE LARGE CAP VALUE PORTFOLIO
SUBADVISER: T. Rowe Price Associates, Inc.
INVESTMENT OBJECTIVE: The T. Rowe Price Large Cap Value Portfolio seeks
long-term capital appreciation by investing in common stocks believed to be
undervalued. Income is a secondary objective.
T. ROWE PRICE MID CAP GROWTH PORTFOLIO
SUBADVISER: T. Rowe Price Associates, Inc.
INVESTMENT OBJECTIVE: The T. Rowe Price Mid Cap Growth Portfolio seeks
long-term growth of capital.
THIRD AVENUE SMALL CAP VALUE PORTFOLIO
SUBADVISER: Third Avenue Management LLC
INVESTMENT OBJECTIVE: The Third Avenue Small Cap Value Portfolio seeks
long-term capital appreciation.
WMC LARGE CAP RESEARCH PORTFOLIO
SUBADVISER: Wellington Management Company, LLP
INVESTMENT OBJECTIVE: The WMC Large Cap Research Opportunities Portfolio seeks
long-term capital appreciation.
METROPOLITAN SERIES FUND (CLASS B, OR AS NOTED, CLASS G)
Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife
Advisers, LLC, an affiliate of MetLife, is the investment adviser to the
portfolios. The following Class B, or as noted, Class G portfolios are
available under the contract.
BAILLIE GIFFORD INTERNATIONAL STOCK PORTFOLIO
SUBADVISER: Baillie Gifford Overseas Limited
INVESTMENT OBJECTIVE: The Baillie Gifford International Stock Portfolio seeks
long-term growth of capital.
BARCLAYS AGGREGATE BOND INDEX PORTFOLIO
SUBADVISER: MetLife Investment Management, LLC
INVESTMENT OBJECTIVE: The Barclays Aggregate Bond Index Portfolio seeks to
track the performance of the Barclays U.S. Aggregate Bond Index.
BLACKROCK BOND INCOME PORTFOLIO
SUBADVISER: BlackRock Advisors, LLC
INVESTMENT OBJECTIVE: The BlackRock Bond Income Portfolio seeks a competitive
total return primarily from investing in fixed-income securities.
..
BLACKROCK CAPITAL APPRECIATION PORTFOLIO
SUBADVISER: BlackRock Advisors, LLC
INVESTMENT OBJECTIVE: The BlackRock Capital Appreciation Portfolio seeks
long-term growth of capital.
BLACKROCK LARGE CAP VALUE PORTFOLIO
SUBADVISER: BlackRock Advisors, LLC
INVESTMENT OBJECTIVE: The BlackRock Large Cap Value Portfolio seeks long-term
growth of capital.
BLACKROCK MONEY MARKET PORTFOLIO
SUBADVISER: BlackRock Advisors, LLC
INVESTMENT OBJECTIVE: The BlackRock Money Market Portfolio seeks a high level
of current income consistent with preservation of capital.
A-4
An investment in the BlackRock Money Market Portfolio is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency. Although the BlackRock Money Market Portfolio seeks to preserve the
value of your investment at $100 per share, it is possible to lose money by
investing in the BlackRock Money Market Portfolio.
During extended periods of low interest rates, the yields of the BlackRock
Money Market Portfolio may become extremely low and possibly negative.
JENNISON GROWTH PORTFOLIO
SUBADVISER: Jennison Associates LLC
INVESTMENT OBJECTIVE: The Jennison Growth Portfolio seeks long-term growth of
capital.
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY PORTFOLIO
SUBADVISER: Dimensional Fund Advisors LP
INVESTMENT OBJECTIVE: The Met/Dimensional International Small Company Portfolio
seeks long-term capital appreciation.
METLIFE MID CAP STOCK INDEX PORTFOLIO (CLASS G)
SUBADVISER: MetLife Investment Management, LLC
INVESTMENT OBJECTIVE: The MetLife Mid Cap Stock Index Portfolio seeks to track
the performance of the Standard & Poor's MidCap 400 (Reg. TM) Composite Stock
Price Index.
METLIFE STOCK INDEX PORTFOLIO
SUBADVISER: MetLife Investment Management, LLC
INVESTMENT OBJECTIVE: The MetLife Stock Index Portfolio seeks to track the
performance of the Standard & Poor's 500 (Reg. TM) Composite Stock Price Index.
MFS (Reg. TM) VALUE PORTFOLIO
SUBADVISER: Massachusetts Financial Services Company
INVESTMENT OBJECTIVE: The MFS (Reg. TM) Value Portfolio seeks capital
appreciation.
MSCI EAFE (Reg. TM) INDEX PORTFOLIO (CLASS G)
SUBADVISER: MetLife Investment Management, LLC
INVESTMENT OBJECTIVE: The MSCI EAFE (Reg. TM) Index Portfolio seeks to track
the performance of the MSCI EAFE (Reg. TM) Index.
NEUBERGER BERMAN GENESIS PORTFOLIO
SUBADVISER: Neuberger Berman Management LLC
INVESTMENT OBJECTIVE: The Neuberger Berman Genesis Portfolio seeks high total
return, consisting principally of capital appreciation.
RUSSELL 2000 (Reg. TM) INDEX PORTFOLIO (CLASS G)
SUBADVISER: MetLife Investment Management, LLC
INVESTMENT OBJECTIVE: The Russell 2000 (Reg. TM) Index Portfolio seeks to track
the performance of the Russell 2000 (Reg. TM) Index.
T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO
SUBADVISER: T. Rowe Price Associates, Inc.
INVESTMENT OBJECTIVE: The T. Rowe Price Large Cap Growth Portfolio seeks
long-term growth of capital.
T. ROWE PRICE SMALL CAP GROWTH PORTFOLIO (CLASS G)
SUBADVISER: T. Rowe Price Associates, Inc.
INVESTMENT OBJECTIVE: The T. Rowe Price Small Cap Growth Portfolio seeks
maximum capital appreciation.
VAN ECK GLOBAL NATURAL RESOURCES PORTFOLIO
SUBADVISER: Van Eck Associates Corporation
INVESTMENT OBJECTIVE: The Van Eck Global Natural Resources Portfolio seeks
long-term capital appreciation with income as a secondary consideration.
WESTERN ASSET MANAGEMENT STRATEGIC BOND OPPORTUNITIES PORTFOLIO
SUBADVISER: Western Asset Management Company
INVESTMENT OBJECTIVE: The Western Asset Management Strategic Bond Opportunities
Portfolio seeks to maximize total return consistent with preservation of
capital.
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT PORTFOLIO
SUBADVISER: Western Asset Management Company
INVESTMENT OBJECTIVE: The Western Asset Management U.S. Government Portfolio
seeks to maximize total return consistent with preservation of capital and
maintenance of liquidity.
A-5
WMC CORE EQUITY OPPORTUNITIES PORTFOLIO
SUBADVISER: Wellington Management Company, LLP
INVESTMENT OBJECTIVE: The WMC Core Equity Opportunities Portfolio seeks to
provide a growing stream of income over time and, secondarily, long-term
capital appreciation and current income.
PIMCO VARIABLE INSURANCE TRUST (CLASS M)
PIMCO COMMODITYREALRETURN (Reg. TM) STRATEGY PORTFOLIO
SUBADVISER: -
INVESTMENT OBJECTIVE: The American PIMCO CommodityRealReturn (Reg. TM) Strategy
Portfolio seeks maximum real return consistent with prudent investment
management..
PIMCO EMERGING MARKET BOND PORTFOLIO
SUBADVISER: -
INVESTMENT OBJECTIVE: The PIMCO Emerging Market Bond Portfolio seeks maximum
total return, consistent with preservation of capital and prudent investment
management.
PIMCO UNCONSTRAINED BOND PORTFOLIO
SUBADVISER: -
INVESTMENT OBJECTIVE: The PIMCO Unconstrained Bond Portfolio seeks maximum
total return, consistent with preservation of capital and prudent investment
management.
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (CLASS II)
GLOBAL INFRASTRUCTURE PORTFOLIO
SUBADVISERS: Morgan Stanley Investment Management Company; Morgan Stanley
Investment Management Limited
INVESTMENT OBJECTIVE: The Global Infrastructure Portfolio seeks a capital
appreciation and current income.
VAN ECK VIP TRUST (CLASS S)
LONG/SHORT EQUITY INDEX FUND
SUBADVISER: -
INVESTMENT OBJECTIVE: The Long/Short Equity Index Fund seeks total return.
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PORTFOLIOS
In addition to the Met Investors Series Trust portfolios listed above, the
following portfolios managed by MetLife Advisers, LLC are available under the
contract:
AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION PORTFOLIO (CLASS C)
INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Moderate Allocation
Portfolio seeks a high total return in the form of income and growth of
capital, with a greater emphasis on income.
AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION PORTFOLIO (CLASS C)
INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Balanced Allocation
Portfolio seeks a balance between a high level of current income and growth of
capital, with a greater emphasis on growth of capital.
AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION PORTFOLIO (CLASS C)
INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Growth Allocation Portfolio
seeks growth of capital.
METLIFE ASSET ALLOCATION 100 PORTFOLIO (CLASS B)
INVESTMENT OBJECTIVE: The MetLife Asset Allocation 100 Portfolio seeks growth
of capital.
SSGA GROWTH AND INCOME ETF PORTFOLIO (CLASS B)
SUBADVISER: SSgA Funds Management, Inc.
INVESTMENT OBJECTIVE: The SSgA Growth and Income ETF Portfolio seeks growth of
capital and income.
SSGA GROWTH ETF PORTFOLIO (CLASS B)
SUBADVISER: SSgA Funds Management, Inc.
INVESTMENT OBJECTIVE: The SSgA Growth ETF Portfolio seeks growth of capital.
METROPOLITAN SERIES FUND - ASSET ALLOCATION PORTFOLIOS (CLASS B)
In addition to the Metropolitan Series Fund portfolios listed above, the
following Class B portfolios managed by MetLife Advisers, LLC are available
under the contract:
A-6
METLIFE ASSET ALLOCATION 20 PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Asset Allocation 20 Portfolio seeks a high
level of current income, with growth of capital as a secondary objective.
METLIFE ASSET ALLOCATION 40 PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Asset Allocation 40 Portfolio seeks high
total return in the form of income and growth of capital, with a greater
emphasis on income.
METLIFE ASSET ALLOCATION 60 PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Asset Allocation 60 Portfolio seeks a balance
between a high level of current income and growth of capital, with a greater
emphasis on growth of capital.
METLIFE ASSET ALLOCATION 80 PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Asset Allocation 80 Portfolio seeks growth of
capital.
A-7
APPENDIX B
DEATH BENEFIT EXAMPLE
The purpose of these examples is to illustrate the operation of the optional
Return of Premium death benefit. The investment results shown are hypothetical
and are not representative of past or future performance. Actual investment
results may be more or less than those shown and will depend upon a number of
factors, including the investment allocation made by a contract Owner and the
investment experience of the Investment Portfolios chosen. THE EXAMPLES DO NOT
REFLECT THE DEDUCTION OF FEES AND EXPENSES, WITHDRAWAL CHARGES (NOT APPLICABLE
IF YOU SELECTED THE C SHARE OPTION) OR INCOME TAXES AND TAX PENALTIES.
RETURN OF PREMIUM DEATH BENEFIT
The purpose of this example is to show how partial withdrawals reduce the
Return of Premium death benefit proportionately by the percentage reduction in
Account Value attributable to each partial withdrawal.
[Enlarge/Download Table]
DATE AMOUNT
------------------------------ -------------------------
A Initial Purchase Payment 12/1/2014 $100,000
B Account Value 12/1/2015 $104,000
(First Contract Anniversary)
C Death Benefit As of 12/1/2015 $104,000
(= greater of A and B)
D Account Value 12/1/2016 $ 90,000
(Second Contract Anniversary)
E Death Benefit 12/1/2016 $100,000
(= greater of A and D)
F Withdrawal 12/2/2016 $ 9,000
G Percentage Reduction in Account 12/2/2016 10%
Value (= F/D)
H Account Value after Withdrawal 12/2/2016 $ 81,000
(= D-F)
I Purchase Payments Reduced for As of 12/2/2016 $ 90,000
Withdrawal (= A-(A x G))
J Death Benefit 12/2/2016 $ 90,000
(= greater of H and I)
Notes to Example
----------------
Purchaser is age 60 at issue.
The Account Values on 12/1/2016 and 12/2/2016 are assumed to be equal prior to
the withdrawal.
B-1
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT
ISSUED BY
METROPOLITAN LIFE SEPARATE ACCOUNT E
AND
METROPOLITAN LIFE INSURANCE COMPANY
METLIFE INVESTMENT PORTFOLIO ARCHITECT/SM/ - STANDARD VERSION
METLIFE INVESTMENT PORTFOLIO ARCHITECT/SM/ - C SHARE OPTION
THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED __________, 2014, FOR THE
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT THAT IS DESCRIBED HEREIN.
THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS WRITE US AT: 11225
NORTH COMMUNITY HOUSE ROAD, CHARLOTTE, NC 28277, CALL (800) 343-8496 OR VISIT
OUR WEBSITE AT WWW.METLIFE.COM.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED __________, 2014.
SAI-__14NYIPA
1
TABLE OF CONTENTS PAGE
[Download Table]
COMPANY................................. 3
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.................................. 3
PRINCIPAL UNDERWRITER................... 3
DISTRIBUTION AND PRINCIPAL UNDERWRITING
AGREEMENT............................. 3
UNDERWRITING COMMISSIONS................ 3
Reduction or Elimination of the
Withdrawal Charge................ 4
CALCULATION OF PERFORMANCE INFORMATION.. 4
Total Return....................... 4
Historical Unit Values............. 5
Reporting Agencies................. 5
ANNUITY PROVISIONS...................... 5
Variable Annuity................... 5
Fixed Annuity...................... 7
Mortality and Expense Guarantee.... 7
Legal or Regulatory Restrictions
on Transactions.................. 7
ADDITIONAL FEDERAL TAX CONSIDERATIONS... 7
FINANCIAL STATEMENTS.................... 10
2
COMPANY
Metropolitan Life Insurance Company and its subsidiaries (collectively, "MLIC"
or the "Company") is a leading provider of insurance, employee benefits and
financial services with operations throughout the United States. The Company
offers life insurance and annuities to individuals, as well as group insurance
and retirement & savings products and services to corporations and other
institutions. The Company was formed under the laws of New York in 1868. The
Company's home office is located at 200 Park Avenue, New York, New York
10166-0188. The Company is a wholly-owned subsidiary of MetLife, Inc. Through
its subsidiaries and affiliates, MetLife, Inc. offers life insurance,
annuities, automobile and homeowners insurance, retail banking and other
financial services to individuals, as well as group insurance and retirement &
savings products and services to corporations and other institutions. MetLife,
Inc. has operations throughout the United States and the regions of Latin
America, Asia Pacific and Europe, Middle East and India.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements and financial highlights comprising each of the
Investment Divisions of MetLife Separate Account E included in this Statement
of Additional Information, have been audited by [to be updated by amendment],
an independent registered public accounting firm, as stated in their report
appearing herein. Such financial statements and financial highlights have been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The consolidated financial statements and related financial statement schedules
of Metropolitan Life Insurance Company and subsidiaries (the "Company"),
included in this Statement of Additional Information, have been audited by [to
be updated by amendment], an independent registered public accounting firm, as
stated in their report appearing herein. Such financial statements are included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The principal business address of [to be updated by amendment] is [to be
updated by amendment].
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 1095 Avenue of
the Americas, New York, NY 10036. 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 "Who Sells the 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. 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
[Download Table]
Underwriting Commissions Amount of Underwriting
Paid to Commissions Retained
Fiscal year Distributor By the Company by Distributor
------------- ---------------------------- -----------------------
2011 $222,177,300 $0
2012 $201,775,422 $0
2013 $150,530,898 $0
Distributor passes through commissions to selling firms for their sales. In
addition we pay compensation to Distributor to offset its expenses, including
compensation costs, marketing and distribution expenses, advertising,
wholesaling, printing, and other expenses of distributing the contracts.
3
As noted in the prospectus, we and Distributor pay compensation to all selling
firms in the form of commissions and certain types of non-cash compensation. We
and Distributor may pay additional compensation to selected firms, including
marketing allowances, introduction fees, persistency payments, preferred status
fees and industry conference fees. The terms of any particular agreement
governing compensation may vary among selling firms and the amounts may be
significant.
In view of the fact that the contracts are newly offered, no commissions were
paid in connection with the contracts.
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
The amount of the withdrawal charge on the Investment Portfolio Architect
contracts may be reduced or eliminated when sales of the contracts are made to
individuals or to a group of individuals in a manner that results in savings of
sales expenses. The entitlement to reduction of the withdrawal charge will be
determined by the Company after examination of all the relevant factors such
as:
1. The size and type of group to which sales are to be made will be
considered. Generally, the sales expenses for a larger group are less than
for a smaller group because of the ability to implement large numbers of
contracts with fewer sales contacts.
2. The total amount of Purchase Payments to be received will be considered.
Per contract sales expenses are likely to be less on larger Purchase
Payments than on smaller ones.
3. Any prior or existing relationship with the Company will be considered.
Per contract sales expenses are likely to be less when there is a prior
existing relationship because of the likelihood of implementing the
contract with fewer sales contacts.
4. There may be other circumstances, of which the Company is not presently
aware, which could result in reduced sales expenses.
If, after consideration of the foregoing factors, the Company determines that
there will be a reduction in sales expenses, the Company may provide for a
reduction or elimination of the withdrawal charge.
The withdrawal charge may be eliminated when the contracts are issued to an
officer, director or employee of the Company or any of its affiliates. In no
event will any reduction or elimination of the withdrawal charge be permitted
where the reduction or elimination will be unfairly discriminatory to any
person. In lieu of a withdrawal charge waiver, we may provide an Account Value
credit.
CALCULATION OF PERFORMANCE INFORMATION
TOTAL RETURN
From time to time, the Company may advertise performance data. Such data will
show the percentage change in the value of an Accumulation Unit based on the
performance of an Investment Portfolio over a period of time, usually a
calendar year, determined by dividing the increase (decrease) in value for that
unit by the Accumulation Unit value at the beginning of the period.
Any such advertisement will include total return figures for the time periods
indicated in the advertisement. Such total return figures will reflect the
deduction of the Separate Account product charges (including death benefit
rider charges), the expenses for the underlying Investment Portfolio being
advertised, and any applicable account fee or withdrawal charge. Premium taxes
are not reflected. The deduction of such charges would reduce any percentage
increase or make greater any percentage decrease.
The hypothetical value of a contract purchased for the time periods described
in the advertisement will be determined by using the actual Accumulation Unit
values for an initial $1,000 Purchase Payment, and deducting any applicable
account fee and any applicable sales charge to arrive at the ending
hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000 Purchase Payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the
end of the time periods described. The formula used in these calculations is:
P (1 + T)n = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion
4
thereof) of a hypothetical $1,000 payment made at the
beginning of the 1, 5 or 10 year periods used.
The Company may also advertise performance data which will be calculated in the
same manner as described above but which will not reflect the deduction of a
withdrawal charge. Premium taxes are not reflected. The deduction of such
charges would reduce any percentage increase or make greater any percentage
decrease.
Owners should note that the investment results of each Investment Portfolio
will fluctuate over time, and any presentation of the Investment Portfolio's
total return for any period should not be considered as a representation of
what an investment may earn or what the total return may be in any future
period.
HISTORICAL UNIT VALUES
The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.
In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the against
established market indices such as the Standard & Poor's 500 Composite Stock
Price Index, the Dow Jones Industrial Average or other management investment
companies which have investment objectives similar to the Investment Portfolio
being compared. The Standard & Poor's 500 Composite Stock Price Index is an
unmanaged, unweighted average of 500 stocks, the majority of which are listed
on the New York Stock Exchange. The Dow Jones Industrial Average is an
unmanaged, weighted average of thirty blue chip industrial corporations listed
on the New York Stock Exchange. Both the Standard & Poor's 500 Composite Stock
Price Index and the Dow Jones Industrial Average assume quarterly reinvestment
of dividends.
REPORTING AGENCIES
The Company may also distribute sales literature which compares the performance
of the Accumulation Unit values of the Contracts with the unit values of
variable annuities issued by other insurance companies. Such information will
be derived from the Lipper Variable Insurance Products Performance Analysis
Service, the VARDS Report or from Morningstar.
The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of thousands of investment companies.
The rankings compiled by Lipper may or may not reflect the deduction of
asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate whether or not such charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.
The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service. The VARDS rankings may or may not
reflect the deduction of asset-based insurance charges. In addition, VARDS
prepares risk adjusted rankings, which consider the effects of market risk on
total return performance. This type of ranking may address the question as to
which funds provide the highest total return with the least amount of risk.
Other ranking services may be used as sources of performance comparison, such
as CDA/Weisenberger.
Morningstar rates a variable annuity against its peers with similar investment
objectives. Morningstar does not rate any variable annuity that has less than
three years of performance data.
ANNUITY PROVISIONS
VARIABLE ANNUITY
A variable annuity is an annuity with payments which: (1) are not predetermined
as to dollar amount; and (2) will vary in amount in proportion to the amount
that the net investment factor exceeds the assumed investment return selected.
The Adjusted Contract Value (the Account Value, less any applicable premium
taxes, account fee, and any prorated rider charge) will be applied to the
applicable Annuity Table to determine the first Annuity Payment. The Adjusted
Contract Value is determined on the annuity calculation date, which is a
Business Day no more than five (5) Business Days before the Annuity Date. The
dollar amount of the first variable Annuity Payment is determined as follows:
The first variable Annuity Payment will be based upon the Annuity Option
elected, the Annuitant's age, the Annuitant's sex (where permitted by law), and
the
5
appropriate variable Annuity Option table. Your annuity rates will not be less
than those guaranteed in your contract at the time of purchase for the assumed
investment return and Annuity Option elected. If, as of the annuity calculation
date, the then current variable Annuity Option rates applicable to this class
of contracts provide a first Annuity Payment greater than that which is
guaranteed under the same Annuity Option under this contract, the greater
payment will be made.
The dollar amount of variable Annuity Payments after the first payment is
determined as follows:
1. the dollar amount of the first variable Annuity Payment is divided by the
value of an Annuity Unit for each applicable Investment Portfolio as of
the annuity calculation date. This establishes the number of Annuity Units
for each monthly payment. The number of Annuity Units for each applicable
Investment Portfolio remains fixed during the annuity period, unless you
transfer values from the Investment Portfolio to another Investment
Portfolio;
2. the fixed number of Annuity Units per payment in each Investment Portfolio
is multiplied by the Annuity Unit value for that Investment Portfolio for
the Business Day for which the Annuity Payment is being calculated. This
result is the dollar amount of the payment for each applicable Investment
Portfolio, less any account fee. The account fee will be deducted pro rata
out of each Annuity Payment.
The total dollar amount of each variable Annuity Payment is the sum of all
Investment Portfolio variable Annuity Payments.
ANNUITY UNIT - The initial Annuity Unit value for each Investment Portfolio of
the Separate Account was set by us.
The subsequent Annuity Unit value for each Investment Portfolio is determined
by multiplying the Annuity Unit value for the immediately preceding Business
Day by the net investment factor for the Investment Portfolio for the current
Business Day and multiplying the result by a factor for each day since the last
Business Day which represents the daily equivalent of the AIR you elected.
(1) the dollar amount of the first Annuity Payment is divided by the value of
an Annuity Unit as of the Annuity Date. This establishes the number of Annuity
Units for each monthly payment. The number of Annuity Units remains fixed
during the Annuity Payment period.
(2) the fixed number of Annuity Units is multiplied by the Annuity Unit value
for the last valuation period of the month preceding the month for which the
payment is due. This result is the dollar amount of the payment.
NET INVESTMENT FACTOR - The net investment factor for each Investment Portfolio
is determined by dividing A by B and multiplying by (1-C) where:
A is (i) the net asset value per share of the portfolio at the end of the
current Business Day; plus
(ii) any dividend or capital gains per share declared on behalf of
such portfolio that has an ex-dividend date as of the current
Business Day.
B is the net asset value per share of the portfolio for the immediately
preceding Business Day.
C is (i) the Separate Account product charges and for each day since the last
Business Day. The daily charge is equal to the annual Separate
Account product charges divided by 365; plus
(ii) a charge factor, if any, for any taxes or any tax reserve we
have established as a result of the operation of the Separate
Account.
Transfers During the Annuity Phase:
o You may not make a transfer from the fixed Annuity Option to the variable
Annuity Option;
o Transfers among the subaccounts will be made by converting the number of
Annuity Units being transferred to the number of Annuity Units of the
subaccount to which the transfer is made, so that the next Annuity Payment
if it were made at that time would be the same amount that it would have
been without the transfer. Thereafter, Annuity Payments will reflect
changes in the value of the new Annuity Units; and
o You may make a transfer from the variable Annuity Option to the fixed
Annuity Option. The amount transferred from a subaccount of the Separate
Account will be equal to the product of "(a)" multiplied by "(b)"
multiplied by "(c)", where (a) is the number of Annuity Units representing
your interest in the subaccount per Annuity Payment; (b) is the Annuity
Unit value for the subaccount; and (c) is the present value of $1.00 per
payment period for the remaining annuity benefit period based on the
attained age of the
6
Annuitant at the time of transfer, calculated using the same actuarial
basis as the variable annuity rates applied on the Annuity Date for the
Annuity Option elected. Amounts transferred to the fixed Annuity Option
will be applied under the Annuity Option elected at the attained age of
the Annuitant at the time of the transfer using the fixed Annuity Option
table. If at the time of transfer, the then current fixed Annuity Option
rates applicable to this class of contracts provide a greater payment, the
greater payment will be made. All amounts and Annuity Unit values will be
determined as of the end of the Business Day on which the Company receives
a notice.
FIXED ANNUITY
A fixed annuity is a series of payments made during the Annuity Phase which are
guaranteed as to dollar amount by the Company and do not vary with the
investment experience of the Separate Account. The Adjusted Contract Value on
the day immediately preceding the Annuity Date will be used to determine the
fixed annuity monthly payment. The monthly Annuity Payment will be based upon
the Annuity Option elected, the Annuitant's age, the Annuitant's sex (where
permitted by law), and the appropriate Annuity Option table. Your annuity rates
will not be less than those guaranteed in your contract at the time of
purchase. If, as of the annuity calculation date, the then current Annuity
Option rates applicable to this class of contracts provide an Annuity Payment
greater than that which is guaranteed under the same Annuity Option under this
contract, the greater payment will be made.
MORTALITY AND EXPENSE GUARANTEE
The Company guarantees that the dollar amount of each Annuity Payment after the
first Annuity Payment will not be affected by variations in mortality or
expense experience.
LEGAL OR REGULATORY RESTRICTIONS ON TRANSACTIONS
If mandated under applicable law, the Company may be required to reject a
premium payment. The Company may also be required to block a contract Owner's
account and thereby refuse to pay any request for transfers, withdrawals,
surrenders, death benefits or continue making Annuity Payments until
instructions are received from the appropriate regulator.
ADDITIONAL FEDERAL TAX CONSIDERATIONS
NON-QUALIFIED CONTRACTS
DIVERSIFICATION. In order for your Non-Qualified Contract to be considered an
annuity contract for federal income tax purposes, we must comply with certain
diversification standards with respect to the investments underlying the
contract. We believe that we satisfy and will continue to satisfy these
diversification standards. Failure to meet these standards would result in
immediate taxation to contract Owners of gains under their contracts.
Inadvertent failure to meet these standards may be correctable.
CHANGES TO TAX RULES AND INTERPRETATIONS
Changes to applicable tax rules and interpretations can adversely affect the
tax treatment of your contract. These changes may take effect retroactively.
We reserve the right to amend your contract where necessary to maintain its
status as a variable annuity contract under federal tax law and to protect you
and other contract Owners in the Investment Portfolios from adverse tax
consequences.
3.8% INVESTMENT TAX
The 3.8% investment tax applies to investment income earned in households
making at least $250,000 ($200,000 single) and will result in the following top
tax rates on investment income:
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Capital Gains Dividends Other
------------------ ----------- ----------
23.8% 43.4% 43.4%
The table above also incorporates the scheduled increase in the capital gains
rate from 15% to 20%, and the scheduled increase in the dividends rate from 15%
to 39.6%.
7
QUALIFIED CONTRACTS
Annuity contracts purchased through tax qualified plans are subject to
limitations imposed by the Code and regulations as a condition of tax
qualification. There are various types of tax qualified plans which have
certain beneficial tax consequences for contract Owners and plan participants.
TYPES OF QUALIFIED PLANS
The following list includes individual account-type plans which may hold an
annuity contract as described in the Prospectus. Except for Traditional IRAs,
they are established by an employer for participation of its employees.
IRA
Established by an individual, or employer as part of an employer plan.
SIMPLE
Established by a for-profit employer with fewer than 100 employees, based on
IRA accounts for each participant.
SEP
Established by a for-profit employer, based on IRA accounts for each
participant. Employer only contributions.
401(K), 401(A)
Established by for-profit employers, Section 501(c)(3) tax exempt and non-tax
exempt entities, Indian Tribes.
403(B) TAX SHELTERED ANNUITY ("TSA")
Established by Section 501(c)(3) tax exempt entities, public schools (K-12),
public colleges, universities, churches, synagogues and mosques.
457(B) GOVERNMENTAL SPONSOR
Established by state and local governments, public schools (K-12), public
colleges and universities.
457(B) NON-GOVERNMENTAL SPONSOR
Established by a tax-exempt entity. Under a non-governmental plan, which must
be a tax-exempt entity under Section 501(c) of the Code, all such investments
of the plan are owned by and are subject to the claims of the general creditors
of the sponsoring employer. In general, all amounts received under a
non-governmental Section 457(b) plan are taxable and are subject to federal
income tax withholding as wages.
ADDITIONAL INFORMATION REGARDING 457(B) PLANS
A 457(b) plan may provide a one-time election to make special one-time
"catch-up" contributions in one or more of the participant's last three taxable
years ending before the participant's normal retirement age under the plan.
Participants in governmental 457(b) plans may not use both the age 50 or older
catch-up and the special one-time catch-up contribution in the same taxable
year. In general, contribution limits with respect to elective deferral and to
age 50 plus catch-up contributions are not aggregated with contributions under
the other types of qualified plans for the purposes of determining the
limitations applicable to participants.
403(A)
If your benefit under the 403(b) plan is worth more than $5,000, the Code
requires that your annuity protect your spouse if you die before you receive
any payments under the annuity or if you die while payments are being made. You
may waive these requirements with the written consent of your spouse. In
general, designating a Beneficiary other than your spouse is considered a
waiver and requires your spouse's written consent. Waiving these requirements
may cause your monthly benefit to increase during your lifetime. Special rules
apply to the withdrawal of excess contributions.
ROTH ACCOUNT
Individual or employee plan contributions made to certain plans on an after-tax
basis. An IRA may be established as a Roth IRA, and 401(k), 403(b) and 457(b)
plans may provide for Roth accounts.
ERISA
If your plan is subject to ERISA and you are married, the income payments,
withdrawal provisions, and methods of payment of the death benefit under your
contract may be subject to your spouse's rights as described below.
Generally, the spouse must give qualified consent whenever you elect to:
(a) choose income payments other than on a qualified joint and survivor
annuity basis ("QJSA") (one under which we make payments to you
during your lifetime and then make payments reduced by no more than
50% to your spouse for his or her remaining life, if any): or choose
to waive the qualified pre-retirement survivor annuity benefit
("QPSA") (the benefit payable to the surviving spouse of a
participant who dies with a vested interest in an accrued retirement
benefit under the plan before payment of the benefit has begun);
8
(b) make certain withdrawals under plans for which a qualified consent
is required;
(c) name someone other than the spouse as your Beneficiary; or
(d) use your accrued benefit as security for a loan exceeding $5,000.
Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing, that it acknowledges the
identity of the designated Beneficiary and the form of benefit selected, dated,
signed by your spouse, witnessed by a notary public or plan representative, and
that it be in a form satisfactory to us. The waiver of the QJSA generally must
be executed during the 180 day period (90 days for certain loans) ending on the
date on which income payments are to commence, or the withdrawal or the loan is
to be made, as the case may be. If you die before benefits commence, your
surviving spouse will be your Beneficiary unless he or she has given a
qualified consent otherwise.
The qualified consent to waive the QPSA benefit and the Beneficiary designation
must be made in writing that acknowledges the designated Beneficiary, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. Generally, there is no limit to the number of
Beneficiary designations as long as a qualified consent accompanies each
designation. The waiver of and the qualified consent for the QPSA benefit
generally may not be given until the plan year in which you attain age 35. The
waiver period for the QPSA ends on the date of your death.
If the present value of your benefit is worth $5,000 or less, your plan
generally may provide for distribution of your entire interest in a lump sum
without spousal consent.
COMPARISON OF PLAN LIMITS FOR INDIVIDUAL CONTRIBUTIONS
(1) IRA: elective contribution: $5,500; catch-up contribution: $1,000
(2) SIMPLE: elective contribution: $12,000; catch-up contribution: $2,500
(3) 401(K): elective contribution: $17,500; catch-up contribution: $5,500
(4) SEP/401(A): (employer contributions only)
(5) 403(B) (TSA): elective contribution: $17,500; catch-up contribution:
$5,500
(6) 457(B): elective contribution: $17,500; catch-up contribution: $5,500
Dollar limits are for 2014 and subject to cost-of-living adjustments in future
years. Employer-sponsored individual account plans (other than 457(b) plans)
may provide for additional employer contributions not to exceed the greater of
$52,000 or 25% of an employee's compensation for 2014.
FEDERAL ESTATE TAXES
While no attempt is being made to discuss the federal estate tax implications
of the contract, you should bear 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.
ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal withholding tax on taxable distributions from annuity contracts at
a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be
subject to state and/or municipal taxes and taxes that may be imposed by the
purchaser's country of citizenship or residence. Prospective purchasers are
advised to consult with a qualified tax adviser regarding U.S., state and
foreign taxation with respect to an annuity contract purchase.
9
FINANCIAL STATEMENTS
The financial statements and financial highlights comprising each of the
Sub-Accounts of the Separate Account and the consolidated financial statements
of the Company will be filed by amendment.
The financial statements of the Company should be considered only as bearing
upon the ability of the Company to meet its obligations under the contract.
10
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
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a. The financial statements and financial highlights comprising each of the individual Investment
Divisions of the Separate Account and the report of the Independent Registered Public Accounting
Firm thereto are contained in the Separate Account's Annual Report and are included in the
Statement of Additional Information. The financial statements of the Separate Account include: (to be
filed by amendment)
1. Statements of Assets and Liabilities as of December 31, 2013.
2. Statements of Operations for the year ended December 31, 2013.
3. Statements of Changes in Net Assets for the years ended December 31, 2013 and 2012.
4. Notes to the Financial Statements.
The consolidated financial statements of Metropolitan Life Insurance Company and subsidiaries
and report of Independent Registered Public Accounting Firm, are included in the Statement
of Additional Information. The consolidated financial statements of Metropolitan Life Insurance
Company and subsidiaries include: (to be filed by amendment)
1. Consolidated Balance Sheets as of December 31, 2013 and 2012.
2. Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011.
3. Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013,
2012 and 2011.
4. Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011.
5. Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011.
6. Notes to the Consolidated Financial Statements.
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b. Exhibits
--------
1. Resolution of the Board of Directors of the Metropolitan Life Insurance Company authorizing the
establishment of Separate Account E (1)
2. Not Applicable.
3. (i) Principal Underwriter's and Selling Agreement (2)
(ii) Form of Enterprise Selling Agreement 9-12 (MetLife Investors Distribution Company Sales
Agreement) (4)
4. (i) Form of Flexible Purchase Payment Deferred Annuity Contract - Base Contract (filed herewith)
(ii) Form of Contract Schedule (Standard Version) (filed herewith)
(iii) Form of Contract Schedule (C Share Option) (filed herewith)
(iv) Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider (filed herewith)
(v) Waiver of Withdrawal Charge for Terminal Illness Rider (filed herewith)
(vi) Unisex Annuity Rates Rider (filed herewith)
(vii) Individual Retirement Annuity Endorsement (3)
(viii) Roth 401 Endorsement ML-G-Roth-401 (11/05) (5)
(ix) Non-Qualified Annuity Endorsement ML-NQ (11/04)-I (6)
(x) Designated Beneficiary Non-Qualified Annuity Endorsement ML-NQ (11/05)-I (16)
(xi) Death Benefit Endorsement M-22120 (5)
(xii) Death Benefit Rider - Return of Premium (filed herewith)
5. Form of Variable Annuity Application (filed herewith)
6. (i) Amended and Restated Charter of Metropolitan Life Insurance Company (7)
(ii) Copy of Amended and Restated Bylaws of the Company (8)
7. Not Applicable.
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8. (i) Participation Agreement - Met Investors Series Trust, Met Investors Advisory Corp., MetLife
Investors Distribution Company and Metropolitan Life Insurance Company (dated April 30, 2001) (7)
(a) First Amendment to Participation Agreement among Met Investors Series Trust, Met Investors
Advisory LLC, MetLife Investors Distribution Company and Metropolitan Life Insurance Company
(effective April 30, 2007 (9)
(b) Second Amendment to Participation Agreement among Met Investors Series Trust, MetLife
Advisers, LLC, MetLife Investors Distribution Company and Metropolitan Life Insurance Company
(effective May 1, 2009) (9)
(c) Amendment to each of the Participation Agreements in effect between Met Investors Series Trust,
MetLife Advisers, LLC, MetLife Investors Distribution Company and Metropolitan Life Insurance
Company, et al. (effective April 30, 2010) (10)
(ii) Participation Agreement among Metropolitan Series Fund, Inc., MetLife Advisers, LLC, MetLife
Investors Distribution Company and Metropolitan Life Insurance Company (effective August 31,
2007) (11)
(a) Amendment to each of the Participation Agreements in effect between Metropolitan Series Fund,
Inc., MetLife Advisers, LLC, MetLife Investors Distribution Company and Metropolitan Life
Insurance Company, et al. (effective April 30, 2010) (10)
(iii) Participation Agreement among Metropolitan Life Insurance Company, American Funds Insurance
Series and Capital Research and Management Company (effective April 30, 2001) (12)
(a) Amendment to each of the Participation Agreements in effect between American Funds Insurance
Series, Capital Research and Management Company and Metropolitan Life Insurance Company, et
al. (effective April 30, 2010) (13)
(iv) Participation Agreement between Metropolitan Life Insurance Company and BlackRock Variable
Series Funds, Inc. (to be filed by amendment)
(v) Participation Agreement between Metropolitan Life Insurance Company and Ivy Funds Variable
Insurance Portfolios (to be filed by amendment)
(vi) Participation Agreement among Legg Mason Partners Variable Equity Trust, Legg Mason Partners
Variable Income Trust, Legg Mason Investor Services, LLC, Legg Mason Partners Fund Advisor,
LLC and Metropolitan Life Insurance Company made and entered into January 1, 2009; and
Amendment No. 1 to the Participation Agreement made and entered into January 1, 2009 (14)
(a) Amendment to each of the Participation Agreements in effect between Legg Mason Partners
Variable Equity Trust, Legg Mason Partners Variable Income Trust, Legg Mason Investor Services,
LLC, Legg Mason Partners Fund Advisor, LLC and Metropolitan Life Insurance Company, et al.
(effective April 30, 2010) (15)
(vii) Participation Agreement and Amendments between Metropolitan Life Insurance Company and
PIMCO Variable Insurance Trust (filed herewith)
(viii) Participation Agreement and Amendments between Metropolitan Life Insurance Company and The
Universal Institutional Funds, Inc. (filed herewith)
(viii) Participation Agreement between Metropolitan Life Insurance Company and Van Eck VIP Trust (to
be filed by amendment)
9. Opinion of Counsel (to be filed by amendment)
10. Consent of Independent Registered Public Accounting Firm (to be filed by amendment)
11. Not Applicable.
12. Not Applicable.
13. Powers of Attorney for Steven A. Kandarian, John C.R. Hele, Peter M. Carlson, Cheryl W. Grise,
Carlos M Gutierrez, R. Glenn Hubbard, John M. Keane, Alfred F. Kelly, Jr., William E. Kennard,
James M. Kilts, Catherine R. Kinney, Denise M. Morrison, Kenton J. Sicchitano and Lulu C. Wang
(filed herewith)
(1) Filed with Post-Effective Amendment No. 19 to Registration Statement No. 002-90380/811-4001 for
Metropolitan Life Separate Account E on Form N-4 on February 27, 1996. As incorporated herein by
reference.
(2) Filed with Post-Effective Amendment No. 3 to Registration Statement No. 333-133675/811-07534 for Paragon
Separate Account B on Form N-6 on February 6, 2008. As incorporated herein by reference.
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(3) Filed with Post-Effective Amendment No. 2 to Registration Statement No. 333-52366/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on April 10, 2003. As incorporated herein by reference.
(4) Filed with Post-Effective Amendment No. 17 to Registration No. 333-83716/811-04001 for Metropolitan Life
Separate Account E on Form N-4 on April 11, 2013. As incorporated herein by reference.
(5) Filed with Registration Statement No. 333-190296/811-04001 for Metropolitan Life Separate Account E on
Form N-4 on August 1, 2013. As incorporated herein by reference.
(6) Filed with Post-Effective Amendment No. 7 to Registration Statement No. 333-52366/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on April 8, 2005. As incorporated herein by reference.
(7) Filed with Registration Statement No. 333-83716/811-04001 for Metropolitan Life Separate Account E on
Form N-4 on March 5, 2002. As incorporated herein by reference.
(8) Filed with Post-Effective Amendment No. 16 to Registration Statement No. 333-52366/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on January 16, 2008. As incorporated herein by reference.
(9) Filed with Post-Effective Amendment No. 2 to Registration Statement No. 333-153109/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on June 29, 2009. As incorporated herein by reference.
(10) Filed with Post-Effective Amendment No. 16 to Registration Statement No. 333-83716/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on April 12, 2012. As incorporated herein by reference.
(11) Filed with Post-Effective Amendment No. 9 to Registration Statement No. 333-83716/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on September 10, 2007. As incorporated herein by
reference.
(12) Filed with Pre-Effective Amendment No. 1 to Registration Statement No. 333-52366/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on August 3, 2001. As incorporated herein by reference.
(13) Filed with Post-Effective Amendment No. 15 to Registration Statement No. 333-83716/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on April 12, 2011. As incorporated herein by reference.
(14) Filed with Pre-Effective Amendment No. 1 to Registration Statement No. 333-161093/811-0862 for
Metropolitan Life Variable Annuity Separate Account II on Form N-4 on November 2, 2009. As incorporated
herein by reference.
(15) Filed with Post-Effective Amendment No. 24 to Registration Statement No. 033-57320/811-06025 for
Metropolitan Life Separate Account UL on Form N-4 on April 14, 2011. As incorporated herein by reference.
(16) Filed with Post-Effective Amendment No. 8 to Registration Statement No. 333-52366/811-04001 for
Metropolitan Life Separate Account E on Form N-4 on July 29, 2005. As incorporated herein by reference.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
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NAME, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS POSITION AND OFFICES WITH DEPOSITOR
----------------------------------------------- -----------------------------------
Steven A. Kandarian Director, Chairman of the Board, President
President and Chief Executive Officer and Chief Executive Officer
MetLife, Inc. and Metropolitan Life Insurance
Company
1095 Avenue of the Americas
New York, NY 10036
Denise M. Morrison Director
President and Chief Executive Officer
Campbell Soup Company
One Campbell Place
Camden, NJ 08103
Cheryl W. Grise Director
MetLife, Inc. and Metropolitan Life Insurance
Company
200 Park Avenue
New York, NY 10166
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NAME, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS POSITION AND OFFICES WITH DEPOSITOR
----------------------------------------------- -----------------------------------
Carlos M. Gutierrez Director
Vice Chairman
Albright Stonebridge Group (ASG)
555 Thirteenth Street, N.W.
Suite 300 West
Washington, DC 2004
R. Glenn Hubbard Director
Dean and Russell L. Carson Professor of Finance
and Economics
Graduate School of Business, Columbia University
Uris Hall
3022 Broadway
Suite 390
New York, NY 10027-6902
John M. Keane Director
Senior Partner, SCP Partners
2020 K Street, N.W., Suite 300
Washington, DC 20006
Alfred F. Kelly, Jr. Director
CEO of the NY/NJ Super Bowl Host Committee
MetLife Stadium
One MetLife Stadium Drive
East Rutherford, NJ 07073
William E. Kennard Director
MetLife, Inc. and Metropolitan Life Insurance
Company
200 Park Avenue
New York, NY 10166
James M. Kilts Director
Founding Partner, Centerview Capital
Greenwich Office Park
2nd Floor
Greenwich, CT 06831
Catherine R. Kinney Director
MetLife, Inc. and Metropolitan Life Insurance
Company
200 Park Avenue
New York, NY 10166
Kenton J. Sicchitano Director
MetLife, Inc. and Metropolitan Life Insurance
Company
200 Park Avenue
New York, NY 110166
Lulu C. Wang Director
Chief Executive Officer
Tupelo Capital Management LLC
340 Madison Avenue, 19th Floor
New York, NY 10173
Set forth below is a list of certain principal officers of Metropolitan Life
Insurance Company. The principal business address of each principal officer is
200 Park Avenue, New York, NY 10166.
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NAME POSITION WITH METLIFE
-------------------------- -----------------------------------------------------------
Steven A. Kandarian Chairman of the Board, President
and Chief Executive Officer
Christopher G. Townsend President, Asia
Michael A. Kalaf President, Europe/Middle East/Africa
William J. Wheeler President, the Americas
John C.R. Hele Executive Vice President and Chief Executive Officer
Peter M. Carlson Executive Vice President and Chief Accounting Officer
Steven J. Goulart Executive Vice President and Chief Investment Officer
Ricardo A. Anzaldua Executive Vice President and General Counsel
Frans Hijkoop Executive Vice President and Chief Human Resources Officer
Maria R. Morris Executive Vice President, Global Employee Benefits
Martin J. Lippert Executive Vice President, Global Technology and Operations
William R. Hoyan Executive Vice President
Todd B. Katz Executive Vice President
Robin Lennoz Executive Vice President
Anthony J. Nugent Executive Vice President
Oscar Schmidt Executive Vice President
Eric T. Steigerwalt Executive Vice President
Stanley J. Talbi Executive Vice President
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The Registrant is a separate account of Metropolitan Life Insurance
Company under the New York Insurance law. Under said law the assets allocated
to the separate account are property of Metropolitan Life Insurance Company.
Metropolitan Life Insurance Company is a wholly-owned subsidiary of MetLife,
Inc., a publicly traded company. The following outline indicates those persons
who are controlled by or are under common control with Metropolitan Life
Insurance Company. No person is controlled by the Registrant.
ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF June 30, 2014
The following is a list of subsidiaries of MetLife, Inc. updated as of
June 30, 2014. 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 Home Loans LLC (DE)
C. Exeter Reassurance Company, Ltd. (DE)
D. Metropolitan Tower Life Insurance Company (DE)
1. 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.
2. Plaza Drive Properties, LLC (DE)
3. 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.
d) 1320 Venture LLC (DE)
i) 1320 Owner LP (DE) - a 99.9% limited partnership of 1320
Owner LP is held by 1320 Venture LLC and 0.1% general
partnership is held by 1320 GP LLC.
e) 1320 GP LLC (DE)
E. MetLife Chile Inversiones Limitada (Chile) - 70.4345328853% of MetLife
Chile Inversiones Limitada is owned by MetLife, Inc., 26.6071557459% by
American Life Insurance Company ("ALICO"), 2.9583113284% is owned by
Inversiones MetLife Holdco Dos Limitada and 0.0000000404% is owned by
Natilportem Holdings, Inc.
1. MetLife Chile Seguros de Vida S.A. (Chile) - 99.9969% of MetLife
Chile Seguros de Vida S.A. is held by MetLife Chile Inversiones
Limitada and 0.0031% by International Technical and Advisory
Services Limited ("ITAS").
a) MetLife Chile Administradora de Mutuos Hipotecarios S.A.
(Chile) - 99.99% of MetLife Chile Administradora de Mutuos
Hipotecarios S.A. is held by MetLife Chile Seguros de Vida
S.A. and 0.01% is held by MetLife Chile Inversiones Limitada.
2. Legal Chile S.A. (Chile) - 51% of Legal Chile S.A. is owned by
MetLife Chile Inversiones Limitada and the remaining interest is
owned by a third party.
a) Legagroup S.A. (Chile) - 99% of Legagroup S.A. is owned by
Legal Chile S.A. and the remaining interest is owned by a
third party.
3. Inversiones MetLife Holdco Tres Limitada (Chile) - 99.9% of
Inversiones MetLife Holdco Tres Limitada is owned by MetLife Chile
Inversiones Limitada and 0.1% is owned by Inversiones MetLife
Holdco Dos Limitada.
a) MetLife Chile Acquisition Co. S.A. (Chile) - 45% of MetLife
Chile Acquisition Co. S.A. is owned by Inversiones MetLife
Holdco Dos Limitada, 45% is owned by Inversiones MetLife
Holdco Tres Limitada and 10% is owned by MetLife Chile
Inversiones Limitada.
i) Inversiones Previsionales S.A. (Chile) - 99.999% of
Inversiones Previsionales S.A. is owned by MetLife Chile
Acquisition Co. S.A. and 0.001% is owned by Inversiones
MetLife Holdco Tres Limitada.
aa) AFP Provida S.A. (Chile) - 51.62% of AFP Provida
S.A. is owned by Inversiones Previsionales S.A.,
21.97% is owned indirectly (by means of ADR) by
MetLife Chile Acquisition Co. S.A., 17.79% is
owned directly by MetLife Chile Acquisition Co.
S.A. and the remainder is owned by third parties.
1) Provida Internacional S.A. (Chile) - 99.99%
of Provida Internacional S.A. is owned by
AFP Provida S.A. and 0.01% by Inversiones
Previsionales S.A.
ii) AFP Genesis Administradora de Fondos y
Fidecomisos S.A. (Ecuador) - 99.9997%
of AFP Genesis Administradora de
Fondos y Fidecomisos S.A. is owned by
Provida Internacional S.A. and 0.0003%
is owned by Inversiones Previsionales
S.A.
4. MetLife Chile Seguros Generales S.A. (Chile) - 99.9% of MetLife
Chile Seguros Generales, S.A. is owned by MetLife Chile Inversiones
Limitada and 0.1% is owned by ITAS.
F. MetLife Securities, Inc. (DE)
G. Enterprise General Insurance Agency, Inc. (DE)
1
H. 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. MetLife Auto & Home Insurance Agency, Inc. (RI)
5. Metropolitan Group Property and Casualty Insurance Company (RI)
a) Metropolitan Reinsurance Company (U.K.) Limited (United
Kingdom)
6. 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.
7. Economy Fire & Casualty Company (IL)
a) Economy Preferred Insurance Company (IL)
b) Economy Premier Assurance Company (IL)
I. MetLife Investors Insurance Company (MO)
J. First MetLife Investors Insurance Company (NY)
K. Newbury Insurance Company, Limited (DE)
L. MetLife Investors Group, Inc. (DE)
1. MetLife Investors Distribution Company (MO)
2. MetLife Advisers, LLC (MA)
2
M. 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) Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico)
i) MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by
Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
is owned by MetLife Mexico Cares, S.A. de C.V.
ii) MLA Servicios, S.A. de C.V. (Mexico) 99% is owned by
Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
is owned by MetLife Mexico Cares, S.A. de C.V.
3. PNB MetLife India Insurance Company 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)- 99.99935% is owned by MetLife International Holdings, Inc.
and 0.00065% is owned by Natiloporterm Holdings, Inc.
5. MetLife Seguros S.A. (Argentina)- 79.3196% is owned by MetLife
International Holdings, Inc., 2.6753% is owned by Natiloportem
Holdings, Inc., 16.2046% by ALICO and 1.8005% by ITAS.
6. Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
66.662% is owned by MetLife International Holdings, Inc.,
33.337% is owned by MetLife Worldwide Holdings, Inc. and
0.001% is owned by Natiloportem Holdings, Inc.
7. MetLife Global, Inc. (DE)
8. MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) -
99.99998% of MetLife Administradora de Fundos Multipatrocinados
Ltda. is owned by MetLife International Holdings, Inc. and 0.00002%
by Natiloportem Holdings, Inc.
9. MetLife Services Limited (United Kingdom)
10. MetLife Seguros de Retiro S.A. (Argentina) - 95.5883% is owned by
MetLife International Holdings, Inc., 3.1102% is owned by
Natiloportem Holdings, Inc., 1.3014% by ALICO and 0.0001% by ITAS.
11. Best Market S.A. (Argentina) - 5% of the shares are held by
Natiloportem Holdings, Inc. and 95% is owned by MetLife
International Holdings Inc.
12. Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by
MetLife International Holdings, Inc. and 4.54% is owned by
Natiloportem Holdings, Inc.
a) MetLife Servicios S.A. (Argentina) - 18.87% of the shares of
MetLife Servicios S.A. are held by Compania Inversora
MetLife S.A., 79.88% is owned by MetLife Seguros S.A., 0.99%
is held by Natiloportem Holdings, Inc. and 0.26% is held by
MetLife Seguros de Retiro S.A.
13. MetLife Worldwide Holdings, Inc. (DE)
a) MetLife Direct Co., LTD. (Japan)
b) MetLife Limited (Hong Kong)
14. MetLife International Limited, LLC (DE)
15. MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by
MetLife International Holdings, Inc. and 0.001% is owned by
Natiloportem Holdings, Inc.
16. MetLife Ireland Holdings One Limited (Ireland)
a) MetLife Global Holdings Corporation S.A. de C.V.
(Mexico/Ireland) - 98.9% is owned by MetLife Ireland Holdings
One Limited and 1.1% is owned by MetLife International
Limited, LLC.
i) MetLife Ireland Treasury Limited (Ireland)
a) MetLife General Insurance Limited (Australia)
b) MetLife Insurance Limited (Australia) - 91.16468%
of MetLife Insurance Limited (Australia) is owned
by MetLife Ireland Treasury Limited and 8.83532%
is owned by MetLife Global Holdings Corp. S.A. de
C.V.
1) The Direct Call Centre PTY Limited
(Australia)
2) MetLife Investments PTY Limited (Australia)
aa) MetLife Insurance and Investment Trust
(Australia) - MetLife Insurance and
Investment Trust is a trust vehicle,
the trustee of which is MetLife
Investments PTY Limited ("MIPL"). MIPL
is a wholly owned subsidiary of
MetLife Insurance Limited.
ii) Metropolitan Global Management, LLC (DE/Ireland) - 99.7%
is owned by MetLife Global Holdings Corporation S.A. de
C.V. and 0.3% is owned by MetLife International
Holdings, Inc.
a) MetLife Pensiones Mexico S.A. (Mexico)- 97.4738%
is owned by Metropolitan Global Management, LLC
and 2.5262% is owned by MetLife International
Holdings, Inc.
b) MetLife Mexico Servicios, S.A. de C.V. (Mexico) -
98% is owned by Metropolitan Global Management,
LLC and 2% is owned by MetLife International
Holdings, Inc.
c) MetLife Mexico S.A. (Mexico)- 99.050271% is owned
by Metropolitan Global Management, LLC and
0.949729% 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.
aa) 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.
bb) 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.
cc) MetA SIEFORE Adicional, 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.
dd) Met3 SIEFORE Basica, 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.
ee) Met4 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.
ff) Met5 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.
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.
d) MetLife Saengmyoung Insurance Co. Ltd. (also
known as MetLife Insurance Company of Korea
Limited) (South Korea)- 14.64% is owned by
MetLife Mexico, S.A. and 85.36% is owned by
Metropolitan Global Management, LLC.
e) GlobalMKT S.A. (Uruguay)
17. MetLife Asia Limited (Hong Kong)
18. AmMetLife Insurance Berhad (Malaysia) - 50.000001% of AmMetLife
Insurance Berhad is owned by MetLife International Holdings, Inc.
and the remainder is owned by a third party.
19. AmMetLife Takaful Berhad (Malaysia) - 49.999999% of AmMetLife
Takaful Berhad is owned by MetLife International Holdings, Inc. and
the remainder is owned by a third party.
N. Metropolitan Life Insurance Company ("MLIC") (NY)
1. 334 Madison Euro Investments, Inc. (DE)
2. St. James Fleet Investments Two Limited (Cayman Islands)
a) Park Twenty Three Investments Company (United Kingdom)
i) Convent Station Euro Investments Four Company (United
Kingdom)
aa) OMI MLIC Investments Limited (Cayman Islands)
3. CRB Co., Inc. (MA)
4. MLIC Asset Holdings II LLC (DE)
a) El Conquistador MAH II LLC (DE)
b) Mansell Office LLC (DE) - 73.0284% of Mansell Office LLC is
owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
MLIC CB Holdings LLC.
c) Mansell Retail LLC (DE) - 73.0284% of Mansell Retail LLC is
owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
MLIC CB Holdings LLC.
3
5. CC Holdco Manager, LLC (DE)
6. Alternative Fuel I, LLC (DE)
7. Transmountain Land & Livestock Company (MT)
8. MetPark Funding, Inc. (DE)
9. HPZ Assets LLC (DE)
10. Missouri Reinsurance, Inc. (Cayman Islands)
11. Metropolitan Tower Realty Company, Inc. (DE)
a) Midtown Heights, LLC (DE)
12. MetLife Real Estate Cayman Company (Cayman Islands)
13. MetLife RC SF Member, LLC (DE)
14. MetLife Private Equity Holdings, LLC (DE)
15. 23rd Street Investments, Inc. (DE)
a) MetLife Capital Credit L.P. (DE)- 1% General Partnership
interest is held by 23rd Street Investments, Inc. and 99%
Limited Partnership interest is held by Metropolitan Life
Insurance Company.
b) MetLife Capital, Limited Partnership (DE)- 1% General
Partnership interest is held by 23rd Street Investments, Inc.
and 99% Limited Partnership interest is held by Metropolitan
Life Insurance Company.
i) Long Island Solar Farm, LLC ("LISF")(DE) - 9.61%
membership interest is held by MetLife Renewables
Holding, LLC and 90.39% membership interest is held by
LISF Solar Trust in which MetLife Capital Limited
Partnership has 100% beneficial interest.
16. Hyatt Legal Plans, Inc. (DE)
a) Hyatt Legal Plans of Florida, Inc. (FL)
17. MetLife Holdings, Inc. (DE)
a) MetLife Credit Corp. (DE)
b) MetLife Funding, Inc. (DE)
4
18. MetLife Investments Asia Limited (Hong Kong)
19. MetLife Investments Limited (United Kingdom)- 23rd Street
Investments, Inc. holds one share of MetLife Investments Limited.
20. MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd
Street Investments, Inc. holds 0.01% of MetLife Latin America
Asesorias e Inversiones Limitada.
21. New England Life Insurance Company (MA)
a) New England Securities Corporation (MA)
22. General American Life Insurance Company (MO)
a) GALIC Holdings LLC (DE)
5
23. Corporate Real Estate Holdings, LLC (DE)
24. Ten Park SPC (Cayman Islands) - 1% voting control of Ten Park SPC
is held by 23rd Street Investments, Inc.
25. MetLife Tower Resources Group, Inc. (DE)
26. Headland-Pacific Palisades, LLC (CA)
27. Headland Properties Associates (CA) - 99% is owned by Metropolitan
Life Insurance Company and 1% is owned by Headland-Pacific
Palisades, LLC.
28. WFP 1000 Holding Company GP, LLC (DE)
29. White Oak Royalty Company (OK)
30. 500 Grant Street GP LLC (DE)
31. 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.
32. MetLife Mall Ventures Limited Partnership (DE) - 99% LP interest of
MetLife Mall Ventures Limited Partnership is owned by MLIC and 1% GP
interest is owned by Metropolitan Tower Realty Company, Inc.
a) HMS Master Limited Partnership (DE) - 60% LP interest of HMS
Master Limited Partnership is owned by MetLife Mall Ventures
Limited Partnership. A 40% LP interest is owned by a third
party. Metropolitan Tower Realty Company, Inc. is the GP.
i) HMS Southpark Residential LLC (DE)
33. MetLife Retirement Services LLC (NJ)
a) MetLife Associates LLC (DE)
34. Euro CL Investments, LLC (DE)
35. MEX DF Properties, LLC (DE)
36. 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
37. MetLife Properties Ventures, LLC (DE)
a) Citypoint Holdings II Limited (United Kingdom)
38. 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 II, 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 III, 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.
39. MLIC Asset Holdings LLC (DE)
40. 85 Broad Street Mezzanine LLC (DE)
a) 85 Broad Street LLC (DE)
41. The Building at 575 Fifth Avenue Mezzanine LLC (DE)
a) The Building at 575 Fifth LLC (DE)
42. ML Bridgeside Apartments LLC (DE)
43. Para-Met Plaza Associates (FL)- 75% of the General Partnership is
held by Metropolitan Life Insurance Company and 25% of the General
Partnership is held by Metropolitan Tower Realty Company, Inc.
44. MLIC CB Holdings LLC (DE)
45. Met II Office Mezzanine LLC, (FL) - 10.4167% of the membership
interest is owned by Metropolitan Tower Life Insurance Company and
89.5833% is owned by Metropolitan Life Insurance Company.
a) Met II Office LLC (FL)
46. The Worthington Series Trust (DE)
47. MetLife CC Member, LLC (DE) - 63.415% of MetLife CC Member, LLC is
held by Metropolitan Life Insurance Company, 17.073% by MetLife
Investors USA Insurance Company, 14.634% by MetLife Insurance
Company of Connecticut and 4.878% by General American Life Insurance
Company.
48. Oconee Hotel Company, LLC (DE)
49. Oconee Land Company, LLC (DE)
a) Oconee Land Development Company, LLC (DE)
b) Oconee Golf Company, LLC (DE)
c) Oconee Marina Company, LLC (DE)
50. 1201 TAB Manager, LLC (DE)
51. MetLife 1201 TAB Member, LLC (DE) - 69.66% of MetLife 1201 TAB
Member, LLC is owned by Metropolitan Life Insurance Company, 12.07%
is owned by MetLife Investors USA Insurance Company, 15.17% is owned
by MetLife Insurance Company of Connecticut and 3.1% is owned by
Metropolitan Property and Casualty Insurance Company.
a) 1201 TAB Owner, LLC (DE) - 50% of 1201 TAB Owner, LLC is owned
by Metlife 1201 TAB Member, LLC and the remainder is owned by a
third party. Metlife 1201 TAB Manager, LLC is the manager of
1201 TAB Owner, LLC.
52. MetLife LHH Member, LLC (DE) - 69.23% of MetLife LHH Member, LLC is
owned by Metropolitan Life Insurance Company, 19.78% is owned by
MetLife Investors USA Insurance Company and 10.99% is owned by New
England Life Insurance Company.
53. Ashton Southend GP, LLC (DE)
54. Tremont Partners, LP (DE) - 99.9% LP interest of Tremont Partners,
LP is owned by Metropolitan Life Insurance Company and 0.1% GP
interest is owned by Ashton Southend GP, LLC.
55. Riverway Residential, LP (DE) - 99.9% LP interest of Riverway
Residential, LP is owned by Metropolitan Life Insurance Company and
0.1% GP interest is owned by Metropolitan Tower Realty Company, Inc.
56. 10420 McKinley Partners, LP (DE) - 99.9% LP interest of 10420
McKinley Partners, LP is owned by Metropolitan Life Insurance
Company and 0.1% GP interest is owned by Metropolitan Tower Realty
Company, Inc.
57. Ardrey Kell Townhomes, LLC (DE)
58. Boulevard Residential, LLC (DE)
59. 465 N. Park Drive, LLC (DE)
60. Ashton Judiciary Square, LLC (DE)
61. Sandpiper Cove Associates, LLC (DE) - 90.59% membership interest of
Sandpiper Cove Associates, LLC is owned by MLIC and 9.41% is owned
by Metropolitan Tower Realty Company.
62. 1900 McKinney Properties, LP (DE) - 99.9% LP interest of 1900
McKinney Properties, LP is owned by MLIC and 0.1% GP interest is
owned by Metropolitan Tower Realty Company, Inc.
63. Marketplace Residences, LLC (DE)
64. ML Swan Mezz, LLC (DE)
a) ML Swan GP, LLC (DE)
65. ML Dolphin Mezz, LLC (DE)
a) ML Dolphin GP, LLC (DE)
66. Haskell East Village, LLC (DE)
67. MetLife Cabo Hilton Member, LLC (DE) - 54.129% of MetLife Cabo
Hilton Member, LLC is owned by MLIC, 16.9% by General American Life
Insurance Company, 16.9% by MetLife Investors USA Insurance Company
and 12.071% by MetLife Insurance Company of Connecticut.
68. ML Terraces, LLC (DE)
69. Chestnut Flats Wind, LLC (DE)
70. MetLife 425 MKT Member, LLC (DE)
a) 425 MKT, LLC (DE) - 52.5% of 425 MKT, LLC is owned by
MetLife 425 MKT Member, LLC and 47.5% is owned by a third
party. MetLife 425 MKT Member, LLC is the managing member of
425 MKT, LLC.
i) 425 MKT REIT, LLC (DE) - 99.9% of 425 MKT REIT, LLC is
owned by 425 MKT, LLC and the remaining 0.1% by third
parties.
71. MetLife OFC Member, LLC (DE)
a) OFC Boston, LLC (DE) - 52.5% of OFC Boston, LLC is owned by
MetLife OFC Member, LLC and 47.5% is owned by a third party.
i) OFC REIT, LLC (DE) - 99.9% of OFC REIT, LLC is owned by
OFC Boston and the remaining 0.1% is owned by third
parties.
1) Dewey Square Tower Associates, LLC (MA)
72. MetLife THR Investor, LLC (DE) - 85% of MetLife THR Investor, LLC
is owned by MLIC and 15% is owned by MICC.
73. ML Southmore, LLC (DE) - 75.12% of ML Southmore, LLC is owned by
MLIC and 24.88% is owned by MICC.
74. ML - AI MetLife Member 1, LLC (DE) - 83.675% of the membership
interest is owned by MLIC, 5.762% by MICC, 5.762% by MLI USA and
4.801% by Metropolitan Property and Casualty Insurance Company.
a) ML - AI Venture 1, LLC (DE) - 51% of ML-AI Venture 1, LLC is
owned by ML-AI MetLife Member 1, LLC and 49% is owned by a
third party. MetLife Investment Management, LLC is the asset
manager.
i) ML-AI 125 Wacker, LLC (DE)
75. MetLife CB W/A, LLC (DE)
76. MetLife Camino Ramon Member, LLC (DE) - 78.6% of MetLife Camino
Ramon Member, LLC is owned by MLIC and 21.4% is owned by MICC.
77. 10700 Wilshire, LLC (DE)
78. Viridian Miracle Mile, LLC (DE)
79. MetLife Canada Solar ULC (Canada)
80. MetLife 555 12th Member, LLC (DE) - MetLife 555 12th Member, LLC is
owned at 69.4% by MLIC, 20.2% by MICC, 5.4% by GALIC and 5% by MLI
USA.
a) 555 12th, LLC (DE) - 52.5% of 555 12th, LLC is owned by MetLife
555 12th Member, LLC and the remainder by a third party.
i) 555 12 REIT, LLC (DE)
O. MetLife Capital Trust IV (DE)
P. MetLife Insurance Company of Connecticut ("MICC") (CT) - 86.72% is owned
by MetLife, Inc. and 13.28% by MetLife Investors Group, Inc.
1. MetLife Property Ventures Canada ULC (Canada)
2. Pilgrim Alternative Investments Opportunity Fund III Associates, LLC
(CT) - 67% is owned by MICC and 33% is owned by third party.
3. Metropolitan Connecticut Properties Ventures, LLC (DE)
4. MetLife Canadian Property Ventures LLC (NY)
5. Euro TI Investments LLC (DE)
6. Greenwich Street Investments, L.L.C. (DE)
a) Greenwich Street Capital Offshore Fund, Ltd. (Virgin
Islands)
b) Greenwich Street Investments, L.P. (DE)
7. One Financial Place Corporation (DE) - 100% is owned in the
aggregate by MICC.
8. MetLife USA Assignment Company (CT)
9. TIC European Real Estate LP, LLC (DE)
10. MetLife European Holdings, LLC (DE)
11. Travelers International Investments Ltd. (Cayman Islands)
12. Euro TL Investments LLC (DE)
13. Corrigan TLP LLC (DE)
14. TLA Holdings LLC (DE)
a) The Prospect Company (DE)
15. TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners
are MICC and Metropolitan Life Insurance Company.
16. MetLife Investors USA Insurance Company ("MLI USA") (DE)
a) MetLife Renewables Holding, LLC (DE)
i) Greater Sandhill I, LLC (DE)
17. TLA Holdings II LLC (DE)
18. TLA Holdings III LLC (DE)
19. MetLife Greenstone Southeast Venture, LLC (DE) - 95% of MetLife
Greenstone Southeast Venture, LLC is owned by MICC and 5% is owned
by Metropolitan Connecticut Properties Ventures, LLC.
a) MLGP Lakeside, LLC (DE)
20. Sino-US United MetLife Insurance Co., Ltd. (China) - Sino-US United
MetLife Insurance Co., Ltd. is owned at 27.8% by MICC, 22.2% by MLIC
and 50% by a third party.
Q. MetLife Reinsurance Company of South Carolina (SC)
R. MetLife Investment Management, LLC (DE)
1. MetLife Alternatives GP, LLC (DE)
a) MetLife International PE Fund I, LP (Cayman Islands) - 92.593%
of the Limited Partnership interests of this entity is owned by
MetLife Alico Life Insurance K.K., 4.115% is owned by MetLife
Mexico S.A., 2.716% is owned by MetLife Limited (Hong Kong) and
the remaining 0.576% is owned by Metropolitan Life Insurance
Company of Hong Kong Limited.
b) MetLife International PE Fund II, LP (Cayman Islands)
c) MetLife International HF Partners, LP (Cayman Islands) - The
General Partnership Interests of MetLife International HF
Partners, LP is held by MetLife Alternatives GP, LLC; 91.49% of
the Limited Partnership Interests is owned by MetLife Alico
Life Insurance K.K. and 8.51% is owned by MetLife Insurance
Company of Korea Limited.
2. MetLife Loan Asset Management LLC (DE)
3. MetLife Core Property Fund GP, LLC (DE)
a) MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund
GP, LLC is the general partner of MetLife Core Property Fund, LP
(the "Fund"). A substantial majority of the limited partnership
interests in the Fund are held by third parties. The following
affiliates hold a minority share of the limited partnership
interests in the Fund: Metropolitan Life Insurance Company owns
23.7%, General American Life Insurance Company owns 0.1% and
MetLife Insurance Company of Connecticut owns 0.2%.
i) MetLife Core Property REIT, LLC (DE)
aa) MetLife Core Property Holdings, LLC (DE) - MetLife
Core Property Holdings, LLC holds the following
single-property limited liability companies: MCP 7
Riverway, LLC; MCP SoCal Industrial-Redondo, LLC; MCP
SoCal Industrial-Springdale, LLC; MCP SoCal
Industrial-Concourse, LLC; MCP SoCal
Industrial-Kellwood, LLC; MCP SoCal
Industrial-Bernado, LLC; MCP SoCal Industrial-Canyon,
LLC; MCP SoCal Industrial-Anaheim, LLC; MCP SoCal
Industrial-LAX, LLC; MCP SoCal Industrial-Fullerton,
LLC; MCP SoCal Industrial-Ontario, LLC; MCP SoCal
Industrial-Loker, LLC; MCP Paragon Point, LLC; MCP
4600 South Syracuse, LLC; MCP The Palms Doral, LLC;
MCP Waterford Atrium, LLC; MCP EnV Chicago, LLC; MCP
100 Congress, LLC; MCP 1900 McKinney, LLC; MCP 550
West Washington, LLC; MCP Main Street Village, LLC;
MCP Lodge At Lakecrest, LLC; MCP Ashton South End,
LLC and MCP 3040 Port Oak, LLC
S. MetLife Standby I, LLC (DE)
1. MetLife Exchange Trust I (DE)
T. MetLife Services and Solutions, LLC (DE)
1. MetLife Solutions Pte. Ltd. (Singapore)
a) MetLife Services East Private Limited (India)
b) MetLife Global Operations Support Center Private Limited
(India) - 99.99999% is owned by MetLife Solutions Pte. Ltd. and
0.00001% is owned by Natiloportem Holdings, Inc.
U. SafeGuard Health Enterprises, Inc. (DE)
1. MetLife Health Plans, 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)
V. MetLife Capital Trust X (DE)
W. Cova Life Management Company (DE)
X. MetLife Reinsurance Company of Charleston (SC)
Y. MetLife Reinsurance Company of Vermont (VT)
Z. Delaware American Life Insurance Company (DE)
AA. Federal Flood Certification LLC (TX)
AB. American Life Insurance Company (ALICO) (DE)
1. MetLife ALICO Life Insurance K.K. (Japan)
a) Communication One Kabushiki Kaisha (Japan)
b) Financial Learning Kabushiki Kaisha (Japan)
2. MetLife Global Holding Company I GmbH (Swiss I) (Switzerland)
a) MetLife Global Holding Company II GmbH (Swiss II)
(Switzerland)
i) MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.98% of
MetLife Emeklilik ve Hayat A.S. is owned by Metlife
Global Holding Company II GmbH (Swiss II) and the
remainder by third parties.
ii) ALICO European Holdings Limited (Ireland)
aa) ZAO Master D (Russia)
1) Closed Joint Stock Company MetLife Insurance
Company (Russia) - 51% of Closed Joint Stock
Company MetLife Insurance Company is owned by ZAO
Master D and 49% is owned by MetLife Global
Holding Company II GmbH.
iii) MetLife EU Holding Company Limited (Ireland)
aa) MetLife Europe Limited (Ireland) - 93% of MetLife
Europe Limited is owned by MetLife EU Holding Company
Limited and 7% is owned by ALICO.
1. MetLife Pension Trustees Limited (United Kingdom)
bb) Agenvita S.r.l. (Italy)
cc) MetLife Europe Insurance Limited (Ireland)- 93% of
MetLife Europe Insurance Limited is owned by MetLife
EU Holding Company Limited and 7% is owned by ALICO.
dd) MetLife Europe Services Limited (Ireland)
ee) MetLife Insurance Limited (United Kingdom)
ff) MetLife Limited (United Kingdom)
gg) MetLife Services, Sociedad Limitada (Spain)
hh) MetLife Insurance S.A./NV (Belgium) - 99.999% of
MetLife Insurance S.A./NV is owned by MetLife EU
Holding Company Limited and 0.001% is owned by
Natilportem Holdings, Inc.
ii) MetLife Solutions S.A.S. (France)
jj) Metlife Biztosito Zrt. (Hungary)
1) First American-Hungarian Insurance Agency Limited
(Hungary)
kk) Metropolitan Life Asigurari S.A. (Romania) -
99.9982018% of Metropolitan Life Asigurari S.A. is
owned by MetLife EU Holding Company Limited and the
remaining 0.0017982% is owned by International
Technical and Advisory Services Limited.
1) ALICO Societate de Administrare a unui Fond de
Pensii Administrat Privat S.A. (Romania) -
99.9836% of ALICO Societate de Administrare a unui
Fond de Pensii Administrat Privat S.A. is owned by
Metropolitan Life Asigurari S.A. and 0.0164% is
owned by MetLife Services Sp z.o.o.
2) Metropolitan Training and Consulting S.R.L.
(Romania)
3) APF Societate de Administrare a Fondurilor De
Pensii Facultative (APF) (Romania) - 99.99% of
APF is owned by Metropolitan Life Asigurari S.A.
and 0.01% is owned by ITAS.
ll) MetLife AMSLICO poist'ovna, a.s. (Slovakia)
1) ALICO Services Central Europe s.r.o. (Slovakia)
2) ALICO Funds Central Europe sprav. spol., a.s.
(Slovakia)
mm) MetLife pojist'ovna a.s. (Czech Republic)
nn) MetLife Towarzystwo Ubiezpieczen na Zycie I
Reasekuracji S.A. (Poland)
a) MetLife Services Sp z.o.o. (Poland)
b) MetLife Towartzystwo Funduszy Inwestycyjnych,
S.A. (Poland)
c) AMPLICO Powszechne Towartzystwo Emerytalne S.A.
(Poland) - 50% of AMPLICO Powszechne Towarzystwo
Emerytalne S.A. is owned by MetLife Towarzystwo
Ubiezpieczen na Zycie I Reasekuracji S.A. and the
remaining 50% is owned by MetLife EU Holding
Company Limited.
oo) MetLife Holdings (Cyprus) Limited (Cyprus)
a) American Life Insurance Company (Cyprus) Limited
(Cyprus)
pp) ALICO Bulgaria Zhivotozastrahovatelno Druzhestvo EAD
(Bulgaria)
qq) MetLife Alico Life Insurance Company S.A. (Greece)
a) ALICO Mutual Fund Management Company (Greece) -
90% of ALICO Mutual Fund Management Company is
owned by MetLife Alico Life Insurance Company S.A.
(Greece) and the remaining interests are owned by
third parties.
3. Pharaonic American Life Insurance Company (Egypt) - 84.125% of
Pharaonic American Life Insurance Company is owned by ALICO and the
remaining interests are owned by third parties.
4. American Life Insurance Company (Pakistan) Ltd. (Pakistan) - 81.96%
of American Life Insurance Company (Pakistan) Ltd. is owned by ALICO
and the remaining interests are owned by third parties.
5. International Investment Holding Company Limited (Russia)
6. MetLife Akcionarsko Drustvo za Zivotno Osiguranje (Serbia) -
99.98% of MetLife Akcionarska Drustvoza za Zivotno Osiguranje is
owned by ALICO and the remaining 0.02% is owned by ITAS.
7. ALICO Management Services Limited (United Kingdom)
8. ALICO Trustees U.K. Ltd. (United Kingdom) - 50% of ALICO Trustees
U.K. Ltd. is owned by ALICO and the remaining interest is owned by
ITAS.
9. PJSC MetLife (Ukraine) - 99.9988% of PJSC ALICO Ukraine is
owned by ALICO 0.0006% is owned by ITAS and the remaining 0.0006% is
owned by Borderland Investment Limited.
10. Borderland Investment Limited (USA-Delaware)
a) ALICO Hellas Single Member Limited Liability Company (Greece)
11. International Technical and Advisory Services Limited ("ITAS")
(USA-Delaware)
12. ALICO Operations Inc. (USA-Delaware)
a) MetLife Asset Management Corp. (Japan)
13. MetLife Colombia Seguros de Vida S.A. (Colombia) - 94.9899823% of
MetLife Colombia Seguros de Vida S.A. is owned by ALICO, 5.0100106%
is owned by ITAS and the remaining interests are owned by third
parties.
14. MetLife Mas, S.A. de C.V. (Mexico) - 99.9997546% of MetLife Mas,
SA de CV is owned by ALICO and 0.0002454% is owned by ITAS.
15. MetLife Seguros S.A. (Uruguay) - 74.9187% of MetLife Seguros S.A. is
owned by ALICO, 25.0798% by MetLife, Inc. and 0.0015% by a third
party (Oscar Schmidt).
16. ALICO Properties, Inc. (USA-Delaware) - 51% of ALICO Properties,
Inc. is owned by ALICO and the remaining interests are owned by
third parties.
a) Global Properties, Inc. (USA-Delaware)
17. Alpha Properties, Inc. (USA-Delaware)
18. Beta Properties, Inc. (USA-Delaware)
19. Delta Properties Japan, Inc. (USA-Delaware)
20. Epsilon Properties Japan, Inc. (USA-Delaware)
21. Iris Properties, Inc. (USA-Delaware)
22. Kappa Properties Japan, Inc. (USA-Delaware)
AC. MetLife Global Benefits, Ltd. (Cayman Islands)
AD. Inversiones Metlife Holdco Dos Limitada (Chile) - 99.999338695% of
Inversiones MetLife Holdco Dos Limitada is owned by MetLife, Inc.,
0.00065469% is owned by MetLife International Holdings, Inc. and
0.000006613% is owned by Natiloportem.
AE. MetLife Consumer Services, Inc. (DE)
AF. MetLife Reinsurance Company of Delaware (DE)
1) 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.
2) 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.
3) 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.
4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-
affiliated members.
6
ITEM 27. NUMBER OF CONTRACT OWNERS
As of June 30, 2014, there were 742,422 owners of qualified contracts and
179,281 owners of non-qualified contracts offered by the registrant
(Metropolitan Life Insurance Company Separate Account E).
ITEM 28. INDEMNIFICATION
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 & Officers Liability and Corporate Reimbursement Insurance Policy with
a limit of $400 million. The directors and officers of Metropolitan Life
Insurance Company ("Metropolitan"), a subsidiary of MetLife, Inc. are also
covered under the Financial Institutions Bond as well as under the directors'
and officers' liability policy. A provision in Metropolitans by-laws provides
for the indemnification (under certain circumstances) of individuals serving as
directors or officers of Metropolitan.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors and officers or controlling persons of
the Company pursuant to the foregoing, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 UNDERWRITERS
(a) MetLife Investors Distribution Company is the principal underwriter for
the following investment companies (other than Registrant):
Met Investors Series Trust
MetLife Investors USA Separate Account A
MetLife Investors USA Variable Life Account A
MetLife Investors Variable Annuity Account One
MetLife Investors Variable Life 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
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
MetLife of CT Separate Account Eleven for Variable Annuities
Metropolitan Life Separate Account UL
Metropolitan Series Fund
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 Life Variable Annuity Separate Account II
Metropolitan Life Variable Annuity Separate Account I
New England Life Retirement Investment Account
New England Variable Annuity Fund I
New England Variable Annuity Separate Account
New England Variable Life Separate Account
Separate Account No. 13S
(b) MetLife Investors Distribution Company is the principal underwriter for
the Contracts. The following persons are the officers and directors
of MetLife Investors Distribution Company. The principal business
address for MetLife Investors Distribution Company is 1095 Avenue of
the Americas, New York, NY 10036.
[Enlarge/Download Table]
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
----------------------------------- --------------------------------------
Elizabeth M. Forget Director and President
Gragg Building
11225 North Community House Road
Charlotte, NC 28277
Paul A. LaPiana Director and Executive Vice President, National Sales Manager-Life
Gragg Building
11225 North Community House Road
Charlotte, NC 28277
Gerard Nigro Director
1 MetLife Plaza
2701 Queens Plaza North
Long Island City, NY 11101
John Peter Kyne, III Vice President, Director of Compliance
Gragg Building
11225 North Community House Road
Charlotte, NC 28277
John G. Martinez Vice President and Chief Financial Officer
18210 Crane Nest Dr.
Tampa, FL 33647
Tyla L. Reynolds Vice President and Secretary
600 North King Street
Wilmington, DE 19801
David DeCarlo Vice President
Gragg Building
11225 North Community House Road
Charlotte, NC 28277
Marlene B. Debel Treasurer
1095 Avenue of the Americas
New York, NY 10036
(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:
[Enlarge/Download Table]
(1) (2) (3) (4) (5)
NET UNDERWRITING
DISCOUNTS AND COMPENSATION BROKERAGE OTHER
NAME OF PRINCIPAL UNDERWRITER COMMISSIONS ON REDEMPTION COMMISSIONS COMPENSATION
----------------------------------------- ----------------- --------------- ------------- -------------
MetLife Investors Distribution Company $150,530,898 $0 $0 $0
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The following companies will maintain possession of the documents required
by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder:
Metropolitan Life Insurance Company, 200 Park Avenue, New York, NY 10166
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
a. The undersigned registrant hereby undertakes to file apost-effective
amendment to this registration statement as frequently as is necessary to
ensure that the financial statements in this registration statement are not
more than 16 months old for as long as payments under these variable annuity
contracts may be accepted.
b. The undersigned registrant hereby undertakes to include 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.
c. The undersigned registrant hereby undertakes to deliver any Statement
of Additional Information and any financial statements required to be made
available under this form promptly upon written or oral request.
d. Metropolitan Life Insurance Company represents that the fees and
charges deducted under the Contract described in this Registration Statement,
in the aggregate, are reasonable in relation to the services rendered, the
expenses to be incurred and the risks assumed by Metropolitan Life Insurance
Company.
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 New York, and the State of New York, on the 14th day
of August, 2014.
[Download Table]
METROPOLITAN LIFE SEPARATE ACCOUNT E
(Registrant)
By: METROPOLITAN LIFE INSURANCE COMPANY
(Depositor)
By: /s/Paul G. Cellupica
----------------------------------------
Paul G. Cellupica
Chief Counsel, Americas
METROPOLITAN LIFE INSURANCE COMPANY
(Depositor)
By: /s/Paul G. Cellupica
----------------------------------------
Paul G. Cellupica
Chief Counsel, Americas
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on August 14,
2014.
[Enlarge/Download Table]
/s/Steven A. Kandarian*
--------------------------------
Steven A. Kandarian Director, Chairman, President and Chief Executive Officer
/s/John C.R. Hele*
--------------------------------
John C.R. Hele Executive Vice President and Chief Financial Officer
/s/ Peter M. Carlson*
--------------------------------
Peter M. Carlson Executive Vice President and Chief Accounting Officer
/s/Cheryl W. Grise*
--------------------------------
Cheryl W. Grise Director
/s/Carlos M. Gutierrez*
--------------------------------
Carlos M. Gutierrez Director
/s/ R. Glenn Hubbard*
--------------------------------
R. Glenn Hubbard Director
/s/ John M. Keane*
--------------------------------
John M. Keane Director
/s/Alfred F. Kelly, Jr.*
--------------------------------
Alfred F. Kelly, Jr. Director
/s/ William E Kennard*
--------------------------------
William E. Kennard Director
/s/ James M. Kilts*
--------------------------------
James M. Kilts Director
/s/Catherine R. Kinney*
--------------------------------
Catherine R. Kinney Director
/s/Denise M. Morrison*
--------------------------------
Denise M. Morrison Director
/s/ Kenton J. Sicchitano*
--------------------------------
Kenton J. Sicchitano Director
/s/ Lulu C. Wang* Director
--------------------------------
Lulu C. Wang
[Download Table]
*By: /s/ Michele H. Abate
----------------------------------------
Michele H. Abate, Attorney-In-Fact
August 14, 2014
* Metropolitan Life Insurance Company. Executed by Michele H. Abate, Esquire on
behalf of those indicated pursuant to powers of attorney filed herewith.
INDEX TO EXHIBITS
4(i) Deferred Annuity Contract
4(ii) Form of Contract Schedule (Standard Version)
4(iii) Form of Contract Schedule (C-Share Option)
4(iv) Nursing Home or Hospital Confinement Rider
4(v) Terminal Illness Rider
4(vi) Unisex Annuity Rates Rider
4(xii) Death Benefit Rider - Return of Premium
5 Form of Variable Annuity Application
8(vii) Participation Agreement with PIMCO Variable Insurance Trust
8(viii) Participation Agreement with Universal Institutional Funds, Inc.
13 Powers of Attorney
Dates Referenced Herein and Documents Incorporated by Reference
10 Subsequent Filings that Reference this Filing
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