LETTER HEAD OF FIDELITY INVESTMENTS] May 16, 2007 Massachusetts Mutual Life Insurance Company (f/d/a Connecticut Mutual Life Insurance Company) Mr. Stephen Brunette
Exhibit 26 (h) i. b. b1. iii.
[LETTER HEAD OF FIDELITY INVESTMENTS]
May 16, 2007
Massachusetts Mutual Life Insurance Company (f/d/a Connecticut Mutual Life Insurance Company)
Xx. Xxxxxxx Brunette
0000 Xxxxx Xxxxxx, X000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
| Re: | Participation Agreement among Variable Insurance Products Fund (the “Current Fund”), Fidelity Distributors Corporation (the “Underwriter”) and Insurance Company (the “Company”), dated April 1, 1994, as amended (“Participation Agreement”) |
Dear Mr. Brunette:
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 one or more of the portfolios of the Current Fund (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 of the Participation Agreement to add Fund V as a “Fund” party under the terms of the Participation Agreement (the “Amendment”); 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 a 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 o the Amendment and Assignment of the Participation Agreement as set forth above, to become effective immediately upon consummation of the reorganization.
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
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[LETTER HEAD OF FIDELITY INVESTMENTS]
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/ Xxxxxxx Xxxxxxxx | |
|
| ||
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Executive Vice President | ||
| VARIABLE INSURANCE PRODUCTS FUND and VARALBLE INSURANCE PRODUCTS FUND V | ||
| By: |
/s/ Xxxxxxxxx Xxxxxxxxxx | |
|
| ||
| Name: Xxxxxxxxx Xxxxxxxxxx | ||
| Title: Treasurer | ||
The Undersigned consents to the Amendment and Assignment of the Participation Agreement as of this 26th day of June 2007:
MASSACHUSETS MUTUAL LIFE
INSURANCE COMPANY
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Second Vice President and Actuary |
Please keep one copy and return the other to:
Xxxxxx Xxxxxx
Director, contracts
Management
Fidelity Investments
000 Xxxxx Xxxxxx, X0X
Xxxxxxxxxx XX 00000
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[LETTER HEAD OF FIDELITY INVESTMENTS]
EXHIBIT A
| AFFECTED PORTFOLIOS | FUND V PORTFOLIOS | |
| Variable Insurance Products Fund |
Variable Insurance Products Fund V | |
| Money Market Portfolio |
Money Market Portfolio | |
| Variable Insurance Products Fund II |
||
| Asset Manager Portfolio |
Asset Manager Portfolio | |
| Asset Manager: Growth Portfolio |
Asset Manager: Growth Portfolio | |
| Investment Grade Bond Portfolio |
Investment Grade Bond Portfolio | |
| Variable Insurance Products Fund IV |
||
| Freedom Income Portfolio |
Freedom Income Portfolio | |
| Freedom 2005 Portfolio |
Freedom 2005 Portfolio | |
| Freedom 2010 Portfolio |
Freedom 2010 Portfolio | |
| Freedom 2015 Portfolio |
Freedom 2015 Portfolio | |
| Freedom 2020 Portfolio |
Freedom 2020 Portfolio | |
| Freedom 2025 Portfolio |
Freedom 2025 Portfolio | |
| Freedom 2030 Portfolio |
Freedom 2030 Portfolio | |
| FundsManager 20% Portfolio |
FundsManager 20% Portfolio | |
| FundsManager 50% Portfolio |
FundsManager 50% Portfolio | |
| FundsManager 75% Portfolio |
FundsManager 75% Portfolio | |
| FundsManager 85% Portfolio |
FundsManager 85% Portfolio | |
| Strategic Income Portfolio |
Strategic Income Portfolio | |
