INVESTMENT, MANAGEMENT 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
[LOGO OF Xxxxxx Xxxxxxx]
July 1,2011
MetLife Insurance Company of Connecticut
Metropolitan Life Insurance Company
0000 Xxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
RE: Assignment and Assumption of Agreements
Dear Sir or Madam:
In connection with your activities in selling the various portfolios of Xxxxxx
Xxxxxxx Variable Investment Series (the "Fund"), MetLife Insurance Company of
Connecticut has entered into a Participation Agreement, dated September 15,
2003, a Shareholder Service Agreement, dated September 15, 2003 and a Fee
Letter, dated June 1, 2005, MetLife Life and Annuity Company of Connecticut has
entered into a Participation Agreement, dated September 15, 2003, a Shareholder
Service Agreement, dated September 15, 2003 and a Fee Letter, dated June 1,
2005, Metropolitan Life Insurance Company has entered into an Amended and
Restated Participation Agreement, dated May 31, 1997, with the Funds' current
distributor, Xxxxxx Xxxxxxx Distributors Inc. (MetLife Insurance Company of
Connecticut, MetLife Life and Annuity Company of Connecticut and Metropolitan
Life Insurance Company may be referred to herein jointly as "MetLife")
As part of a streamlining of our legal entities in an effort to make it easier
for our clients to do business with us the Fund's Board has approved a change to
the Fund's distributor from Xxxxxx Xxxxxxx Distributors Inc. to an affiliated
distributor, Xxxxxx Xxxxxxx Distribution, Inc. and a change to the Fund's
investment advisor from Xxxxxx Xxxxxxx Investment Advisors Inc. to an affiliated
investment advisor, Xxxxxx Xxxxxxx Investment Management Inc. These changes are
expected to be implemented on or about July 31, 2011 (the "Transition Date"). It
is important to note that both the Fund's current distributor and investment
advisor and the Fund's future distributor and investment advisor are
wholly-owned subsidiaries of Xxxxxx Xxxxxxx AND constituent parts of Xxxxxx
Xxxxxxx Investment Management. As such, these changes will be in legal form
only, ensuring that the Fund's distribution and investment advisory services
will continue unchanged during this transition.
In order to legally effect these changes, we require your consent to assign
MetLife's current Participation Agreements, Shareholder Service Agreements and
Fee Letters from Xxxxxx Xxxxxxx Distributors Inc. to Xxxxxx Xxxxxxx
Distribution, Inc. In the event that MetLife's current Participation Agreements,
Shareholder Service Agreements and/or Fee Letters have any prohibitions or
restrictions on assignment, we are requesting that you waive such provisions to
allow for the transition described above.
Please execute one copy of this letter evidencing your consent to the assignment
of your Participation Agreements, Shareholder Service Agreements and Fee Letters
to Xxxxxx Xxxxxxx Distribution, Inc. by July 31, 2011 and forward it to Xxx
Xxxxxxx at Xxxxxx Xxxxxxx Investment Management, 000 Xxxxx Xxxxxx, Xxxx
Xxxxxxxxxxxx, XX 00000. Should you desire a copy of your current Participation
Agreements, Shareholder Service Agreements and/or Fee Letters, or otherwise have
questions related to this request, please contact Xx. Xxxxxxx at 000-000-0000.
[LOGO OF Xxxxxx Xxxxxxx]
In the event that we do not receive an executed consent letter from you by the
Transition Date set forth above, we will interpret your continued (i)
maintenance of shareholder accounts with the Funds; (ii) submission of purchase
and redemption orders to the Funds; and/or (iii) acceptance of commission
payments, 12b-I or shareholder servicing fees and related revenue sharing
payments after the Transition Date to be a constructive ACCEPTANCE of the
assignment of your Participation Agreement, Shareholder Service Agreement and
Fee Letter unless we otherwise hear an objection from you by that date.
Sincerely,
/s/ Xxxx Xxxxx
---------------------------------------
Xxxxxx Xxxxxxx Investment Management
Signed and Accepted:
The Travelers Insurance Company (RENAMED METLIFE INSURANCE COMPANY OF
CONNECTICUT ON MAY 1, 2006 DUE TO A MERGER)
The Travelers Life and Annuity Company (RENAMED METLIFE LIFE AND ANNUITY COMPANY
OF CONNECTICUT ("MLAC') ON MAY 1, 2006 DUE TO A MERGER. ON DECEMBER 7, 2007,
MLAC WAS MERGED INTO METLIFE INSURANCE COMPANY OF CONNECTICUT)
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Paragon Life Insurance Company (RENAMED METROPOLITAN LIFE INSURANCE COMPANY ON
MAY 1, 2006 DUE TO A MERGER)
By: /s/ Xxxx X. Xxxxxx, Xx.
----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
