AGREEMENT
BETWEEN
X. XXXX PRICE ASSOCIATES, INC.,
X. XXXX PRICE INVESTMENT SERVICES, INC.
AND
METLIFE INSURANCE COMPANY USA
THIS AGREEMENT, made and effective as of the 17th day of November, 2014 by
and between MetLife Insurance Company USA (hereinafter, the "Company"), a
Delaware insurance company, on its own behalf and on behalf of each segregated
asset account of the Company set forth on Schedule A hereto as may be amended
from time to time (each account hereinafter referred to as the "Account"), X.
Xxxx Price Associates, Inc. (hereinafter the "Adviser"), on behalf of itself
and the Fund (defined below) and X. Xxxx Price Investment Services, Inc.
(hereinafter the "Underwriter"), a Maryland corporation.
WHEREAS, the X. Xxxx Price Funds listed in Schedule A are corporations
organized under the laws of Maryland (the "Fund") and engage in business as
open-end management investment companies; and
WHEREAS, the Company has issued or will issue certain group variable annuity
contracts (the "Contracts"); and
WHEREAS, the Account(s) set forth on Schedule A are duly established and
maintained as a segregated asset account, established by resolution of the
Board of Directors of the Company, to set aside and invest assets attributable
to the aforesaid Contracts; and
WHEREAS, the Company has registered the Account as a unit investment trust
under the Investment Company Act of 1940 Act (hereinafter the "1940 Act"); and
WHEREAS, the Underwriter, which serves as distributor to the Fund, is
registered as a broker dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended (hereinafter the
"1934 Act"), and is a member in good standing of the Financial Industry
Regulatory Authority (hereinafter "FINRA"); and
WHEREAS, the Adviser is registered as an investment adviser with the SEC
under the Investment Advisers Act of 1940, as amended; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Funds designated on
Schedule A, as it may be amended from time to time by mutual written agreement
on behalf of the Account to fund the
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aforesaid Contracts, and the Underwriter is authorized to sell such shares to
the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Adviser and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1 The Underwriter agrees to sell to the Company those shares of the Funds
which the Company orders on behalf of the Account, executing such orders on a
daily basis at the net asset value next computed after receipt by the Fund or
its designee of the order for the shares of the Designated Funds.
1.2 The Underwriter agrees to make shares available for purchase at the
applicable net asset value per share by the Company and the Account on those
days on which the Fund calculates its net asset value pursuant to rules of the
SEC, and the Adviser shall use its best efforts to calculate such net asset
value on each day which the New York Stock Exchange ("NYSE") is open for
trading. Notwithstanding the foregoing, the Board of Directors of the Fund
(hereinafter the "Board") may refuse to sell shares of any Funds to any person,
or suspend or terminate the offering of shares of any Funds if such action is
required by law or by regulatory authorities having jurisdiction, or is, in the
sole discretion of the Board acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws, necessary in the
best interests of the shareholders of such Funds.
1.3 The Underwriter agrees to redeem, on the Company's request, any full or
fractional shares of the Designated Funds held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption, except that the Fund
reserves the right to suspend the right of redemption or postpone the date of
payment or satisfaction upon redemption consistent with Section 22(e) of the
1940 Act and any rules thereunder, and in accordance with the procedures and
policies of the Fund as described in the then current prospectus.
1.4 For purposes of Sections 1.1 and 1.3, the Company shall be the agent of
the Fund for receipt of purchase and redemption orders from the Account and
receipt by such designee shall constitute receipt by the Fund; provided that
the Company receives the order on any Business Day by 4:00 p.m. EST or such
other time that the NYSE is open until (Trade Date) and the Fund or its agent
receives notice of such order by 9:30 a.m. EST on the next following Business
Day (Trade Date + 1). "Business Day" shall mean any day on which the NYSE is
open for trading and on which the Fund calculates its net asset value pursuant
to the rules of the SEC.
1.5 The Company agrees to purchase and redeem the shares of each Fund
offered by the then current prospectus of the Fund and in accordance with the
provisions of such prospectus.
1.6 The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is received (Trade Date + 1). Payment shall be in
federal funds
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transmitted by wire to the Fund by 4:00 p.m. E.S.T. time. If payment in federal
funds for any purchase is not received or is received by the Fund after 4:00
p.m. E.S.T. on such Business Day, the Company shall promptly, upon the Fund's
request, reimburse the Fund for any charges, costs, fees, interest or other
expenses incurred by the Fund in connection with any advances to, or borrowings
or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a
result of portfolio transactions effected by the Fund based upon such purchase
request. If the Fund does not receive the funds by the designated time the
Underwriter reserves the right to cancel the purchase and the Company will be
responsible for any losses incurred. Underwriter or its agent will transmit
proceeds for redemption requests by 1:00 p.m. on Trade Date + 1; provided,
however, Underwriter or its agent reserves the right to settle redemption
transactions within the time period set forth in the applicable Fund's
then-current prospectus.
1.7 Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account.
1.8 The Fund shall furnish same day notice (by wire or telephone, followed
by written confirmation) to the Company of any income, dividends or capital
gain distributions payable on the Fund's shares. Any material error in the
income, dividend, or capital gain distribution information shall be reported to
the Company promptly upon discovery. The Company hereby elects to receive all
such income, dividends, and capital gain distributions as are payable on
Designated Fund shares in additional shares of such Funds. The Company reserves
the right to revoke this election and to receive all such income dividends and
capital gain distributions in cash. The Fund shall notify the Company of the
number of shares so issued as payment of such dividends and distributions. The
Fund shall use its best efforts to furnish advance notice of the day such
dividends and distributions are expected to be paid.
1.9 The Fund shall make the net asset value per share for each Fund
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated (normally by 6:30 p.m. E.S.T.) and
shall use its best efforts to make such net asset value per share available by
7 p.m. E.S.T.
1.10 If adjustments are required to correct an error in the computation of
the net asset value of a class of a Fund's shares, the Fund or Underwriter (or
their agent) promptly shall notify the Company upon discovering the need for
such adjustments and shall implement corrections for such errors in accordance
with the Fund's error correction procedures. The Company agrees to comply with
reasonable requests made by the Fund or Underwriter (or agent) in connection
with its efforts to resolve such errors.
1.11 The Parties hereto acknowledge that the arrangement contemplated by
this Agreement is not exclusive; the Fund's shares may be sold to other
investors and the cash value of the Contracts may be invested in other
investment companies.
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ARTICLE II. Representations and Warranties
------------------------------
2.1 The Company represents and warrants that the Contracts and any
certificates thereunder are or will be registered under the Securities Act of
1933 ("1933 Act") unless an exemption is available, or will be offered
exclusively in transactions that are properly exempt from registration under
the 1933 Act. The Company further represents and warrants that the Contracts
and any certificates thereunder will be issued and sold in compliance in all
material respects with all applicable federal and state laws. The Company
further represents and warrants that it is an insurance company duly organized
and in good standing under applicable law, that it has legally and validly
established the Account prior to any issuance or sale thereof as a segregated
asset account under Delaware insurance laws, and has registered the Account as
a unit investment account in accordance with the provisions of the 1940 Act to
serve as a segregated asset account for the Contracts unless an exemption from
such registration is available.
2.2 The Underwriter makes no representations as to whether any aspect of the
Fund's operations, including but not limited to, investment policies, fees, and
expenses, complies with the insurance and other applicable laws of the various
states.
2.3 The Adviser represents and warrants that the Fund is lawfully organized
and validly existing under the laws of the State of Maryland and it does and
will comply in all material respects with the 1940 Act. The Adviser further
represents that the Fund is or will be qualified as a Regulated Investment
Company under Subchapter M of the Code, and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or similar
provisions) and that it will notify the Company immediately upon having a
reasonable basis for believing that it has ceased to so qualify or that it
might not so qualify in the future.
2.4 The Adviser and Underwriter represent and warrant that Shares sold
pursuant to this Agreement shall be registered under the 1933 Act, duly
authorized for issuance and sold in compliance with applicable state and
federal securities laws and that the Fund is and shall remain registered under
the 0000 Xxx. The Adviser shall amend the registration statement for the Fund's
shares under the 1933 Act and the 1940 Act from time to time as required in
order to affect the continuous offering of the Fund's shares.
2.5 The Underwriter represents and warrants that it is a member in good
standing of the FINRA and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Maryland and any applicable state
and federal securities laws.
2.6 The Adviser represents and warrants that it is a registered investment
adviser with the SEC.
2.7 The Underwriter represents and warrants that all of its directors,
officers, employees, and other individuals or entities dealing with the money
and/or securities of the Fund are and shall continue to be at all times covered
by a blanket fidelity bond or similar coverage for
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the benefit of the Fund in an amount not less than the minimum coverage as
required currently by Rule 17g-1 of the 1940 Act or related provisions as may
be promulgated from time to time. The aforesaid bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.
2.6 The Company represents and warrants that all of its directors, officers,
employees, and other individuals/entities employed or controlled by the Company
dealing with the money and/or securities of the Fund are covered by a blanket
fidelity bond or similar coverage, in an amount not less than $5 million. The
aforesaid bond includes coverage for larceny and embezzlement and is issued by
a reputable bonding company. The Company agrees that any amounts received under
such bond in connection with claims that arise from the arrangement described
in this Agreement will be held by the Company for the benefit of the Fund. The
Company agrees to make all reasonable efforts to see that this bond or another
bond containing these provisions is always in effect, and agrees to notify the
Adviser and the Underwriter in the event that such coverage no longer applies.
ARTICLE III. Voting
------
3.1 The Company reserves the right to vote Fund shares held in the Account
in its own right, to the extent permitted by law.
ARTICLE IV. Sales Material and Information
------------------------------
4.1 The Company shall furnish, or shall cause to be furnished, to the
Underwriter or its designee, each piece of sales literature or other
promotional material that the Company develops or uses and in which the Fund or
the Adviser or the Underwriter is named, at least fifteen calendar days prior
to its use. No such material shall be used if the Underwriter or its designee
reasonably object to such use within fifteen calendar days after receipt of
such material. The Underwriter or its designee reserves the right to reasonably
object to the continued use of such material, and no such material shall be
used if the Fund or its designee so object.
4.2 The Company shall not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement or prospectus or SAI for the Fund
shares, as such registration statement and prospectus or SAI may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or
its designee or by the Underwriter, except with the permission of the Fund or
the Underwriter or the designee of either.
4.3 The Adviser will provide to the Company at least one complete copy of
all prospectuses, SAIs, reports, and proxy statements, and all amendments to
any of the above, that relate to the Fund or its shares, promptly after the
filing of such document(s) with the SEC or other regulatory authorities. The
Adviser will provide the Company with as much notice is reasonably practicable
of any material change in the Fund's registration statement, particularly any
change resulting in a change to the registration statement or prospectus for
any Account.
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4.4 The Underwriter or its designee shall furnish, or shall cause to be
furnished, to the Company, each piece of sales literature or other promotional
material that it develops or uses and in which the Company, and/or its Account,
is named at least fifteen calendar days prior to its use. No such material
shall be used if the Company reasonably objects to such use within fifteen
calendar days after receipt of such material. The Company reserves the right to
reasonably object to the continued use of such material and no such material
shall be used if the Company so objects.
4.5 The Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, the
Account, the Contracts, or any certificates thereunder other than the
information or representations contained in the Contracts or any certificates
thereunder, as such may be amended or supplemented from time to time, or in
published reports for the Account which are in the public domain or approved by
the Company for distribution to Contract owners, or in sales literature or
other promotional material approved by the Company or its designee, except with
the permission of the Company.
4.6 The Underwriter will provide prospectuses and shareholder reports for
the Funds in such quantities and at such times as the Company requests. The
Company shall be solely responsible for the timely delivery to Contract owners
of (i) Fund prospectuses, including all annual revised copies of the prospectus
and other revisions, to Contract owners invested in the Fund, (ii) semi-annual
and annual shareholder reports and (iii) proxy material, as required by
applicable law. The Company shall send a copy of the Fund's annual or
semi-annual report within 3 business days of the receipt of a request by such
Contract owner. The Company shall send a Statement of Additional Information
("SAI"), as requested by a Contract owner, within 3 business days of the
receipt of Contract owner request.
4.6 The Company will provide to the Underwriter at least one complete copy
of all reports, solicitations for voting instructions, sales literature and
other promotional materials, applications for exemptions, if any, and all
amendments to any of the above, that relate to the Contracts or the Account.
4.7 For purposes of this Article IV, the phrase "sales literature and other
promotional materials" includes, but is not limited to, any of the following
that refer to the Fund or any affiliate of the Fund: advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available to
----
customers or the public, including brochures, circulars, reports, market
letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
SAIs, shareholder reports, proxy materials, and any other communications
distributed or made generally available with regard to the Funds.
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ARTICLE V. Fees and Expenses
-----------------
5.1 The Underwriter shall pay no fee or other compensation to the Company
under this Agreement. All expenses incident to performance by the Underwriter
under this Agreement shall be paid by the Underwriter.
5.2 All expenses incident to performance by the Company under this Agreement
shall be paid by the Company.
ARTICLE VI. Indemnification
---------------
6.1 Indemnification by the Company
------------------------------
6.1(a). The Company agrees to indemnify and hold harmless the Fund and
the Underwriter and its affiliates, which may perform some of the duties under
this Agreement and each of their officers and directors and each person, if
any, who controls the Fund or the Underwriter within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 6.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Company)
or litigation (including reasonable legal and other expenses), to which the
Indemnified Parties may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements arise out of or
relate to the representations and warranties contained herein, or the negligent
act or omission in the performance of the duties and obligations of the Company
hereunder, or which arise out of bad faith or willful misconduct as limited by
and in accordance with the provisions of Sections 6.1(b) and 6.1(c) hereof.
6.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad faith, or negligence in
the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of its obligations or duties under this
Agreement.
6.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Company of
any such claim shall not relieve the Company from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any such action is
brought against an Indemnified Party, the Company shall be entitled to
participate, at its own expense, in the defense of such action. The Company
also shall be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action and to settle the claim at its own expense;
provided, however, that no such settlement shall, without the Indemnified
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Parties' written consent, include any factual stipulation referring to the
Indemnified Parties or their conduct. After notice from the Company to such
party of the Company's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by
it, and the Company will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently
in connection with the defense thereof other than reasonable costs of
investigation.
6.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any material litigation or proceedings against them in
connection with the issuance or sale of the Fund Shares or the Contracts or the
operation of the Fund relating to this Agreement.
6.2 Indemnification by the Underwriter and the Adviser
--------------------------------------------------
6.2(a). The Underwriter and the Adviser each agree to indemnify and hold
harmless the Company and its affiliates, which may perform some of the duties
under this Agreement and each of their directors and officers and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of this Section 6.2)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Underwriter or the Adviser,
as applicable) or litigation (including reasonable legal and other expenses) to
which the Indemnified Parties may become subject under any statute or
regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
that:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or profile or prospectus or SAI or sales literature of the Fund (or
any amendment or supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished to
the Underwriter or the Fund by or on behalf of the Company for use in
the registration statement, profile, prospectus or SAI for the Fund or
in sales literature (or any amendment or supplement) or otherwise for
use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus, SAI or sales literature for the Contracts not
supplied by the Underwriter or persons under their control) or
wrongful conduct of the Adviser or the Underwriter or persons under
their control, with respect to the sale or distribution of Fund
shares; or
(iii) arise out of or relate to the representations and warranties of the
Underwriter or the Adviser contained in this Agreement; or
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(iv) arise out of or relate to the negligent act or omission in the
performance of duties and obligations of the Underwriter or the
Adviser under this Agreement, or which arise out of the Underwriter's
or the Adviser's bad faith or willful misconduct;
as limited by and in accordance with the provisions of Sections 6.2(b) and
6.2(c) hereof.
6.2(b). Neither the Underwriter nor the Adviser shall be liable under
this indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith,
or negligence in the performance or such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Company or the Account, whichever is applicable.
6.2(c). Neither the Underwriter nor the Adviser shall be liable under
this indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified the
Underwriter and/or the Adviser, if applicable, in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Underwriter and/or the Adviser, if
applicable, of any such claim shall not relieve the Underwriter or the Adviser
from any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified Party, the
Underwriter and/or the Adviser will be entitled to participate, at its own
expense, in the defense thereof. The Underwriter and/or the Adviser also shall
be entitled to assume the defense thereof, with counsel satisfactory to the
party named in the action and to settle the claim at its own expense; provided,
however, that no such settlement shall, without the Indemnified Parties'
written consent, include any factual stipulation referring to the Indemnified
Parties or their conduct. After notice from the Underwriter and/or the Adviser
to such party of the Underwriter's and/or Adviser's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and neither the Underwriter nor the Adviser
will be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.
6.2(d). The Company agrees promptly to notify the Underwriter and/or the
Adviser, as applicable, of the commencement of any litigation or proceedings
against it or any of its officers or directors in connection with the issuance
or sale of the Contracts or the operation of the Account.
ARTICLE VII. Applicable Law
--------------
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Maryland.
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7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Termination
-----------
8.1 This Agreement shall continue in full force and effect until the first
to occur of:
(a) termination by any party, for any reason with respect to some or
all Funds, by three (3) months' advance written notice delivered
to the other party; or
(b) termination by the Company by written notice to the Underwriter
with respect to the Fund based upon the Company's determination
that shares of the Fund are not reasonably available to meet the
requirements of the Contracts; provided that such termination
shall apply only to the Fund not reasonably available; or
(c) termination by the Company by written notice to the Underwriter in
the event any of the Fund's shares are not registered, issued or
sold in accordance with applicable state and/or federal law or
such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by the
Company; or
(d) termination by the Underwriter in the event that formal
administrative proceedings are instituted against the Company by
the FINRA, the SEC, the Insurance Commissioner or like official of
any state or any other regulatory body regarding the Company's
duties under this Agreement or related to the sale of the
Contracts or certificates, the operation of any Account, or the
purchase of the Fund shares; provided, however, that the
Underwriter determines in its sole judgment exercised in good
faith, that any such administrative proceedings will have a
material adverse effect upon the ability of the Company to perform
its obligations under this Agreement; or
(e) termination by the Company in the event that formal administrative
proceedings are instituted against the Fund or Underwriter by the
FINRA, the SEC, or any state securities or insurance department or
any other regulatory body, provided, however, that the Company
determines in its sole judgment exercised in good faith, that any
such administrative proceedings will have a material adverse
effect upon the ability of the Underwriter to perform its
obligations under this Agreement; or
(f) termination by the Company by written notice to the Underwriter
with respect to any Fund in the event that such Fund ceases to
qualify as a
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Regulated Investment Company under Subchapter M or if the Company
reasonably believes that such Designated Fund may fail to so
qualify; or
(g) termination by the Underwriter by written notice to the Company in
the event that the Contract fails to meet the qualifications
specified in Article II hereof, or if the Underwriter reasonably
believes that the Contract may fail to so qualify; or
(h) termination by the Underwriter by written notice to the Company,
if the Underwriter shall determine, in its sole judgment exercised
in good faith, that the Company has suffered a material adverse
change in its business, operations, financial condition, or
prospects since the date of this Agreement or is the subject of
material adverse publicity; or
(i) termination by the Company by written notice to the Underwriter,
if the Company shall determine, in its sole judgment exercised in
good faith, that the Underwriter, the Fund or the Adviser has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement
or is the subject of material adverse publicity.
8.2 Notwithstanding any termination of this Agreement, the Underwriter
shall, at the option of the Company, continue to make available additional
shares of the Fund pursuant to the terms and conditions of this Agreement, for
all Contracts in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically, the owners of
the Existing Contracts may be permitted to reallocate investments in the Fund,
redeem investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that this Section 8.2 shall not apply to any termination under Section 8.1(g)
of this Agreement.
8.3 Notwithstanding any termination of this Agreement, each party's
obligation under Article VI to indemnify the other parties shall survive.
ARTICLE IX. Notices
-------
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
If to the Company:
MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Law Department
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If to Underwriter or Adviser, as applicable:
Xxxxx Xxxxxxx, Esq.
X. Xxxx Price Investment Services, Inc.
000 Xxxx Xxxxx Xx
Xxxxxxxxx, Xxxxxxxx 00000
ARTICLE X. Miscellaneous
-------------
10.1 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written
consent of the affected party until such time as such information may come into
the public domain.
10.2 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
10.5 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
FINRA, and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
10.6 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies, and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.
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10.7 This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
as of the date specified below.
COMPANY: METLIFE INSURANCE COMPANY USA
By its authorized officer
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
Date: 10/28/14
UNDERWRITER: X. XXXX PRICE INVESTMENT SERVICES, INC.
By its authorized officer
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Title: Xxxxx Xxxxxxx
Date: 10/23/14
ADVISER: X. XXXX PRICE ASSOCIATES INC.
By its authorized officer
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Title: Xxxxx Xxxxxxx
Date: 10/23/14
13
SCHEDULE A
----------
Name of Separate Account Designated Funds
----------------------------------- --------------------------------------
MetLife Investors USA Separate X. Xxxx Price Growth Stock Fund, Inc.
Account A
X. Xxxx Price Prime Reserve Fund, Inc.
X. Xxxx Price International Stock Fund
14
