DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT
This Distribution and Principal Underwriting Agreement (hereinafter
called the "Agreement") is made effective as of the ____ day of _____________,
between METLIFE INSURANCE COMPANY OF CONNECTICUT ("Insurance Company") (on
behalf of itself and certain of its separate accounts (the "Separate Accounts"))
and METLIFE INVESTORS DISTRIBUTION COMPANY ("Principal Underwriter"). Insurance
Company and Principal Underwriter are herein sometimes referred to individually
as a "party" and collectively as the "parties."
WHEREAS, Principal Underwriter provides underwriting and distribution
services to Insurance Company under the terms of a Distribution and Principal
Underwriting Agreement dated October 8, 2000, between Insurance Company (then
doing business as The Travelers Insurance Company ), and Principal Underwriter's
predecessor in interest, Travelers Distribution LLC;
WHEREAS, Principal Underwriter also provides underwriting and
distribution services to Insurance Company under the terms of an identical
Distribution and Principal Underwriting Agreement dated October 8, 2000 between
The Travelers Life and Annuity Company, a former wholly-owned subsidiary of
Insurance Company (subsequently re-named MetLife Life and Annuity Company of
Connecticut), and Principal Underwriter's predecessor in interest, Travelers
Distribution LLC;
WHEREAS, Principal Underwriter became a party to both such agreements
by operation of law pursuant to the merger of Travelers Distribution LLC with
and into Principal Underwriter effective May 1, 2007;
WHEREAS, Insurance Company succeeded to the rights and obligations of
MetLife Life and Annuity Company upon the merger of MetLife Life and Annuity
Company with and into Insurance Company effective December 7, 2007;
WHEREAS, effective ________________, the majority of Insurance
Company's Separate Accounts will cease operation by reason of being combined
with certain other of Insurance Company's Separate Accounts;
NOW, THEREFORE, in order to reflect the foregoing events and to make
certain other revisions to the terms of the aforementioned Distribution and
Principal Underwriting Agreements, the parties agree to adopt this Agreement,
which shall replace, in its entirety, each of the aforementioned Distribution
and Principal Underwriting Agreements, and the parties hereby agree as follows:
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1. ISSUE AND SALE OF CONTRACTS.
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Insurance Company shall issue and sell certain variable annuity
contracts and variable life insurance policies (collectively the "Contracts") to
the public through Principal Underwriter. The Contracts will be offered through
the Separate Accounts identified in Appendix A to this Agreement. Principal
Underwriter agrees to provide underwriting and distribution services subject to
the terms and conditions hereof. The Contracts to be offered are more fully
described in the registration statements and prospectuses hereinafter mentioned.
2. GRANT AND ACCEPTANCE OF RIGHTS TO BE DISTRIBUTOR.
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Insurance Company grants Principal Underwriter the exclusive right,
during the term of this Agreement, subject to the registration requirements of
the Securities Act of 1933 and the Investment Company Act of 1940 and the
provisions of the Securities Exchange Act of 1934 ("1934 Act"), to be the
distributor of the Contracts issued through the Separate Accounts, and Principal
Underwriter accepts such rights. Principal Underwriter will sell the Contracts
under such terms as set by Insurance Company and will make such sales to
purchasers permitted to buy such Contracts as specified in the applicable
prospectus. Principal Underwriter also shall be authorized to contract with duly
registered broker dealers reasonably acceptable to Insurance Company for the
sale of the Contracts to purchasers permitted to buy such Contracts as specified
in the applicable prospectus.
3. COMPENSATION.
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As further provided in this section, Insurance Company agrees to
reimburse Principal Underwriter at cost for services provided by Principal
Underwriter pursuant to this Agreement. Insurance Company shall pay to Principal
Underwriter a fee in an amount equal to all expenses, direct and indirect,
reasonably and equitably determined by Principal Underwriter to be attributable
to the underwriting and distribution services provided by Principal Underwriter
to Insurance Company pursuant hereto, including commissions and other
compensation-related costs paid by Principal Underwriter to broker dealers,
except to the extent that New York law otherwise requires. As may be agreed by
the parties, Insurance Company may discharge its obligations under this section
by making payment of such expenses to third parties on behalf of Principal
Underwriter or its creditors in accordance with applicable law. Principal
Underwriter shall credit the full amount of any such payments to third parties
by Insurance Company against any amounts otherwise due and owing under this
section.
The bases for determining all such charges to Insurance Company shall
be consistent with New York Insurance Department Regulation 33. Such bases shall
be modified and adjusted where necessary or appropriate to reflect fairly and
equitably the actual incidence of cost incurred by Principal Underwriter on
behalf of Insurance Company.
Principal Underwriter's determination of the charges hereunder shall be
conclusive as
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between the parties, except that if Insurance Company objects to any such
determination, it shall so advise Principal Underwriter in accordance with
Section 18(j) hereof within thirty (30) daysof receipt of notice of said
determination. Unless the parties can reconcile such objection, or otherwise
agree, they shall select a firm of independent accountants which shall
determine the charges properly allocable to Principal Underwriter and shall,
within a reasonable time not to exceed one hundred eighty (180) days, submit
such determination, together with the basis therefore, in writing to both
parties, whereupon such determination shall be binding. The expenses of any
such determination by a firm of independent certified public accountants shall
be borne as determined to be equitable by such accountants.
4. PAYMENT.
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Principal Underwriter shall submit to Insurance Company, within thirty
(30) business days after the end of each calendar month (or such other interval
not greater than quarterly as such parties may agree), a written statement
showing the charges estimated to be due from Insurance Company to Principal
Underwriter for services pursuant to this Agreement in the preceding calendar
month (or interval), as well as any charges not included in any previous
statement. Any balance payable as shown in such written statement shall be paid
within thirty (30) days following receipt of such written statement by Insurance
Company, subject to later adjustment if and as determined in accordance with
Section 3 hereof. The charges shown in any such statement may be based on good
faith estimates by Principal Underwriter of the charges attributable to such
services, which estimate may take into account the charges for services provided
hereunder in the preceding billing periods.
No later than the end of the first quarter of the calendar year
following the calendar year in which the services charged for hereunder were
provided, Principal Underwriter shall submit to Insurance Company a statement
showing in reasonable detail the actual charges for such services. Any
difference between such actual charges and the estimated charges for such
services as shown in any previous statement provided by Principal Underwriter to
Insurance Company pursuant to this Section 4 shall be paid by Principal
Underwriter or Insurance Company, as the case may be, within thirty (30) days
following receipt of such written statement by Insurance Company, subject to
later adjustment if and as determined in accordance with the last paragraph of
Section 3 hereof.
5. INDEMNIFICATION.
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Insurance Company shall indemnify, defend, and hold harmless Principal
Underwriter from and against all liabilities and expenses arising out of any
claims, demands, proceedings, suits, or actions, and any reasonable attorney's
fees and costs in connection therewith (collectively the "Legal Expenses"),
arising out of Principal Underwriter's underwriting and distribution services
and sale of the Contracts pursuant to this Agreement; provided that Insurance
Company shall not indemnify Principal Underwriter for any Legal Expenses arising
out of any intentional, willful, or grossly negligent act or omission by
Principal Underwriter, or its officers or employees.
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6. DOCUMENTS TO BE FURNISHED.
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On behalf of the Separate Accounts, Insurance Company shall furnish
Principal Underwriter with copies of all prospectuses, financial statements and
other documents which Principal Underwriter reasonably requests for use in
connection with the distribution of the Contracts. Insurance Company shall
provide to Principal Underwriter such number of copies of the current effective
prospectuses as Principal Underwriter shall request.
7. RESTRICTIONS ON REPRESENTATIONS.
--------------------------------
Principal Underwriter is not authorized to give any information or to
make any representations concerning the Contracts or the Separate Accounts of
Insurance Company other than those contained in the current registration
statements or prospectuses relating to the Separate Accounts filed with the
Securities and Exchange Commission ("SEC") or such sales literature as may be
authorized by Insurance Company, which shall be subject to NYS Insurance
Department Regulation 34-A, as applicable. Principal Underwriter shall not have
authority, on behalf of Insurance Company, to waive any Contract provision, to
extend the time of paying any purchase payments, or to receive any monies or
purchase payments (except for the sole purpose of forwarding monies or purchase
payments to Insurance Company). Principal Underwriter shall not expend, nor
contract for the expenditure of, the funds of Insurance Company. Principal
Underwriter acknowledges and agrees that Insurance Company shall have the right
at any time to suspend or limit the public offering of the Contracts.
8. PREPARATION AND FILING OF CONTRACTS AND PROSPECTUSES.
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Insurance Company shall be responsible for preparing the Contract forms
and filing them with applicable state insurance regulatory authorities, and for
preparing the prospectuses and registration statements and filing them with the
SEC and state regulatory authorities, to the extent required. Insurance Company
agrees to forward to Principal Underwriter copies of any and all amendments to
the registration statement. Insurance Company agrees to advise Principal
Underwriter immediately of: (1) any request by the SEC (i) for amendment of the
registration statement or (ii) for additional information that Insurance Company
determines is material to Principal Underwriter; (2) the issuance by the SEC of
any stop order suspending the effectiveness of the registration statement or the
initiation of any proceedings for that purpose; and (3) the occurrence of any
material event, if known by Insurance Company, that makes untrue any material
statement made in the registration statement or that requires the making of a
change therein in order to make any material statement made therein not
misleading.
9. RULE 10b-10 REQUIREMENTS.
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Insurance Company, or its appointed designee, as agent for Principal
Underwriter, shall confirm to each applicant for and purchaser of a Contract in
accordance with Rule 10b-10 under the 1934 Act the acceptance of purchase
payments and such other transactions as are required by
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Rule 10b-10 or administrative interpretations thereunder, or byany other SEC
or FINRA rule requiring the delivery of such information.
10. MAINTENANCE OF BOOKS.
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Each party shall maintain its own books, accounts and records in such a
way to disclose clearly and accurately the nature and details of the
transactions between them, including such accounting information as is necessary
to support the charges under this Agreement, and such additional information as
either of the parties may reasonably request for purposes of its internal
bookkeeping and accounting operations. Principal Underwriter shall keep such
books, accounts and records, insofar as they pertain to the computation of
charges hereunder, available for audit, inspection and copying by Insurance
Company and persons authorized by it or any governmental agency having
jurisdiction over the parties during all reasonable business hours upon
reasonable prior notice.
11. OWNERSHIP AND CUSTODY OF RECORDS.
---------------------------------
All records, books and files established and maintained by Principal
Underwriter by reason of its performance of services under this Agreement, which
absent this Agreement would have been held by Insurance Company, shall be deemed
the property of Insurance Company and shall be maintained in accordance with
applicable law and regulation, including New York Insurance Department
Regulation 152. Such records shall be available, upon reasonable prior notice,
during normal business hours for inspection by Insurance Company, anyone
authorized by Insurance Company, and any governmental agency that has regulatory
authority over Insurance Company's business activities. Such records shall also
be available upon reasonable prior notice, during normal business hours for
inspection by any governmental agency or self-regulatory organization that has
regulatory authority over Principal Underwriter's business activities. Copies of
such records, books and files shall be delivered to Insurance Company upon
reasonable prior notice. Principal Underwriter shall promptly deliver to
Insurance Company such records, books and files upon termination of this
Agreement.
Both parties to this Agreement agree to keep the necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.
12. AUDIT.
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Insurance Company and persons authorized by it or any governmental
agency having jurisdiction over Insurance Company shall have the right, at
Insurance Company's expense, to conduct an audit of the relevant books, accounts
and records of Principal Underwriter upon giving reasonable notice of its intent
to conduct such an audit. In the event of such audit, Principal Underwriter
shall give to the party requesting the audit reasonable cooperation and access
to all books, accounts and records necessary to audit during normal business
hours.
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13. BOOKS OF ACCOUNT.
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During the term of this Agreement, all of Insurance Company's books
ofaccount shall be maintained by Insurance Company and no books of account of
Insurance Company shall be maintained by Principal Underwriter. All of
Insurance Company's books of account shall be maintained in accordance with
New York Insurance Department Regulation 152. A computer terminal linked to an
electronic system that generates the electronic records that constitute
Insurance Company's books ofaccount shall be kept and maintained at Insurance
Company's principal office. During all normal business hours, upon reasonable
prior notice, there shall be ready availability and easy access through such
terminal (either directly by insurance regulatory personnel or indirectly with
the aid of Insurance Company's personnel) to the electronic media used to
maintain the records comprising Insurance Company's books of account. The
electronic records shall be convertible into records that are in a readable
form.
14. CONFIDENTIALITY.
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The parties agree that during the term of this Agreement they may wish
to exchange information which the party providing such information deems
confidential. Therefore, the parties agree that the recipient of Confidential
Information (as defined below) shall not, at any time, duplicate or disclose
such information to any other person, firm, corporation or entity or use it for
its own benefit except to faithfully perform its obligations under this
Agreement and shall use the same degree of care to avoid disclosure, duplication
or use of such Confidential Information as the recipient of the Confidential
Information employs with respect to its own confidential information of like
importance.
The obligation of confidentiality with respect to Confidential
Information will not apply to any information disclosed by the recipient of
Confidential Information (a) if and to the extent that disclosure by such
recipient is required by applicable law or any court, governmental agency or
regulatory authority or by subpoena or discovery request in pending litigation,
(b) if the information is or becomes available from public information (other
than as a result of prior unauthorized disclosure by such recipient), (c) if the
information is or was received from a third party not known by such recipient to
be under a confidentiality obligation with regard to such information or (d) if
the information was in the possession of such recipient other than by reason of
the services performed pursuant to this Agreement.
The term "CONFIDENTIAL INFORMATION" shall include any trade secret or
information that is for the time being confidential to the provider of the
information and is not in the public domain.
Except as provided herein, no rights to the Confidential Information
are transferred to the recipient of the Confidential Information. All
Confidential Information and any copies shall, at the option and written request
of the provider of the Confidential Information, either be promptly returned to
the provider of the Confidential Information or be destroyed.
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15. SAFEGUARDING CUSTOMER INFORMATION.
----------------------------------
Principal Underwriter shall implement and maintain appropriate
measuresdesigned to meet the objectives of Department Regulation No.173 with
respect tosafeguarding Insurance Company's customer information and customer
information systems. Principal Underwriter shall adjust its information
security program at the request of Insurance Company for any relevant changes
dictated by Insurance Company's assessment of risk around its customer
information and customer information systems. Confirming evidence that
Principal Underwriter has satisfied its obligations under this Agreement shall
be made available, during normal business hours, for inspection by Insurance
Company, anyone authorized by Insurance Company, and any government agency that
has regulatory authority over Insurance Company's business.
16. EFFECTIVENESS AND TERMINATION.
------------------------------
This Agreement shall be effective upon the execution hereof and will
remain in effect unless terminated as hereinafter provided. This Agreement shall
remain in effect until terminated by either Insurance Company or Principal
Underwriter upon giving ninety (90) days or more advance written notice,
provided that electronic data processing services shall not be terminated by
either party until one hundred and eighty (180) days or more advance written
notice of termination. Subject to the terms (including any limitations and
restrictions) of any applicable software licensing agreement then in effect
between Principal Underwriter and any licensor, Principal Underwriter shall,
upon termination of this Agreement, grant to Insurance Company a perpetual
license, without payment of any fee, in any electronic data processing software
developed or used by Principal Underwriter in connection with the services
provided to Insurance Company hereunder, if such software is not commercially
available and is necessary, in Insurance Company's reasonable judgment, for
Insurance Company to perform subsequent to termination the functions provided by
Principal Underwriter hereunder. Upon termination, Principal Underwriter shall
promptly deliver to Insurance Company all books and records that are, or are
deemed by this Agreement, the property of Insurance Company.
17. ARBITRATION.
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a. When Arbitration Required. All disputes and differences
--------------------------
between the parties, other than those seeking injunctive
relief or a restraining order under this Agreement, or
arising with respect to the use of Customer Information or
Confidential Information under Sections 14 and 15, must be
decided by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association,
regardless of the insolvency of either party, unless the
conservator, receiver, liquidator or statutory successor is
specifically exempted from an arbitration proceeding by
applicable state law.
b. Initiation of Arbitration. Either party may initiate
--------------------------
arbitration by providing written notification to the other
party. Such written notice shall set forth (i) a brief
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statement of the issue(s); (ii) the failure of the parties
to reach agreement; and (iii) the date of the demand for
arbitration.
c. Arbitration Panel. The arbitration panel shall consist of
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three arbitrators. The arbitrators must be impartial and must
be or must have been officers of life insurance and or
securities companies other than the parties or their
affiliates.
d. Selection of Arbitrators. Each party shall select an
-------------------------
arbitrator within thirty (30) days from the date of the
demand. If either party shall refuse or fail to appoint an
arbitrator within the time allowed, the party that has
appointed an arbitrator may notify the other party that, if it
has not appointed its arbitrator within the following ten (10)
days, an arbitrator shall be appointed on its behalf. The two
(2) arbitrators shall select the third arbitrator within
thirty (30) days of the appointment of the second arbitrator.
If the two arbitrators fail to agree on the selection of the
third arbitrator within the time allowed, each arbitrator
shall submit to the other a list of three (3) candidates. Each
arbitrator shall select one name from the list submitted by
the other and the third arbitrator shall be selected from the
two names chosen by drawing lots.
e. Rules; Place for Meetings; Majority Vote. The arbitrators
-----------------------------------------
shall determine all arbitration schedules and procedural
rules. Organizational and other meetings shall be held in New
York, unless the arbitrators select another location. The
arbitrators shall decide all matters by majority vote.
f. Decision Final. The decisions of the arbitrators shall be
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final and binding on both parties. The arbitrators may, at
their discretion, award costs and expenses, as they deem
appropriate, including but not limited to legal fees and
interest. The arbitrators may not award exemplary or punitive
damages. Judgment may be entered upon the final decision of
the arbitrators in any court of competent jurisdiction.
g. Fees and Expenses. Each party shall be responsible for (a) all
------------------
fees and expenses of its respective counsel, accountants,
actuaries and any other representatives in connection with the
arbitration and (b) unless the arbitrators shall provide
otherwise, one-half (1/2) of the expenses of the arbitration,
including the fees and expenses of the arbitrators.
18. MISCELLANEOUS.
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a. Entire Agreement. This Agreement constitutes the entire
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agreement of the parties; and no other agreement, statement or
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promise not contained in this Agreement shall be valid or
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binding.
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b Amendment. This Agreement may be amended only upon mutual
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agreement of
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the parties hereto in writing subject to the
approval of the NYS Insurance Department.
c. Successors and Assigns. This Agreement shall be binding upon
-----------------------
the parties hereto and their transferees, successors and
assigns. The benefits of and the right to enforce this
Agreement shall accrue to the parties and their transferees,
successors and assigns.
d. Assignment. Neither this Agreement nor any of the rights,
-----------
obligations or liabilities of either party hereto shall be
assigned without the written consent of the other party and
the approval of the NYS Insurance Department.
e. Intended Beneficiaries. Nothing in this Agreement shall be
-----------------------
construed to give any person or entity other than the parties
hereto any legal or equitable claim, right or remedy. Rather,
this Agreement is intended to be for the sole and exclusive
benefit of the parties hereto.
f. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original but all of which
shall together constitute one and the same instrument.
g. Applicable Law. This Agreement shall be interpreted,
---------------
construed, and enforced in accordance with the laws of the
State of New York without reference to the conflict of law
provisions thereof.
h. Severability. If any portion of this Agreement shall be found
-------------
to be invalid or unenforceable by a court or tribunal or
regulatory agency or competent jurisdiction, the remainder
shall not be affected thereby, but shall have the same force
and effect as if the invalid or unenforceable portion had not
been inserted.
i. Notices. All notices, requests, demands and other
--------
communications under this Agreement shall be in writing and
shall be deemed to have been given on the date of service if
served personally on the party to whom notice is to be given,
or on the date of mailing if sent by First Class Mail,
Registered or Certified, postage prepaid and properly
addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their respective officers thereunto duly
authorized.
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METLIFE INSURANCE COMPANY OF
CONNECTICUT
By:
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
ATTEST: ______________________
METLIFE INVESTORS DISTRIBUTION
COMPANY
By:
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ATTEST: ______________________
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APPENDIX A
TO THE DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT
LIST OF SEPARATE ACCOUNTS
MetLife of CT Separate Account Eleven for Variable Annuities
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 CPPVUL1
MetLife of CT Separate Account PP
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