EX 26 (h) i. b1.
EX 26 (h) i. b1.
[Fidelity®
Investments
Logo]
May 16, 2007
MML Bay State. Life
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Springfield, Massachusetts 01111
| Re: | Participation Agreement among Variable Insurance Products Fund II (the “Current Fund”), Fidelity Distributors Corporation (the “Underwriter”) and Insurance Company (the “Company”), dated June 1, 1999, as amended (“Participation Agreement”) |
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
The Company, the Underwriter, and the Fund are parties to the above-referenced Participation Agreement. As explained in the notice sent to you on May 3, 2007, Fidelity is in the process of reorganizing some of the portfolios of the Current Funds (the “Affected Portfolios”) for administrative purposes. In connection with this reorganization, the Affected Portfolios will be moved into corresponding “shell” portfolios of a new Variable Insurance Products Fund V (“Fund V”). A list of all of the Affected Portfolios in the Current Fund covered by the reorganization and the corresponding Fund V portfolios is set forth on the attached Exhibit.
In connection with this change, we are asking for your consent to (1) the amendment to the Participation Agreement to add Fund V as a “Fund” party under the terms of the Participation Agreement (the “Agreement”); and (2) the assignment of all of the Current Fund’s rights, benefits and obligations under the Participation Agreement with respect to the Affected Portfolios to Fund V, with respect to the corresponding portfolios of Fund V, and the release of the Current Fund from the obligations so assigned (the “Assignment”). The Participation Agreement will remain in full force and effect in accordance with its terms, as so amended and assigned herein. The Amendment will also add the following clarifying language to the Participation Agreement as a new Article A of the Agreement:
This Agreement shall create a separate participation agreement for each Fund, as though the Company and the Underwriter had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.
Your signature below will indicate the Company’s consent to the Amendment and Assignment of the Participation Agreement as set forth above, to become effective immediately upon consummation of the reorganization.
| Fidelity Investments Institutional |
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| Services Company, Inc. |
Smithfield, RI 02917 |
Thank you for your prompt attention to this matter. If for some reason we have not obtained your signature prior to the reorganization, and the Company submits orders or instructions under the Participation Agreement, we will deem the Company to have consented to the Amendment and Assignment. Please do not hesitate to contact your Fidelity Relationship Manager or Key Account Manager if you have any questions.
Very truly yours,
| FIDELITY DISTRIBUTORS CORPORATION | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Executive Vice President | |
| VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND V | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
The Undersigned Consents to the Amendment and Assignment of the Participation Agreement as of this 26th day of June 2007.
| MML BAY STATE. LIFE | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Second Vice President and Actuary | |
Please keep one copy and return the other to:
▇▇▇▇▇▇ ▇▇▇▇▇▇
Director, Contracts Management
Fidelity Investments
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
Smithfield RI 02917