FOURTH AMENDMENT TO THE
FUND PARTICIPATION AGREEMENT
This Amendment, dated as of November 19, 2014, amends the Fund
Participation Agreement (the "Agreement") dated the 30th day of April, 2001, by
and among METROPOLITAN LIFE INSURANCE COMPANY ("MetLife"), on behalf of itself
and certain of its separate accounts; AMERICAN FUNDS INSURANCE SERIES (the
"Series"); and CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"). All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed such terms in the Agreement.
WHEREAS, MetLife, Series and CRMC desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
each of the parties agrees to amend the Agreement as follows:
1. The first and second sentences in Section 4 of the Agreement are deleted
in their entirety and are replaced with the following sentences;
The Series agrees to make Class 2 and Class 4 shares of the Funds listed
on Attachment A hereto available to the Contracts. MetLife agrees to
give the Series and CRMC at least 30 days' notice prior to adding any
additional Funds or additional share classes of any Funds as underlying
investment options to the Contracts. CRMC reserves the right to approve
any proposed addition by MetLife. MetLife will be entitled to a Rule
12b-1 service fee to be accrued daily and paid monthly at an annual rate
of 0.25% of the average daily net assets of the Class 2 and Class 4
shares of each Fund attributable to the Contracts for as long as the
Series' Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act
(the "12b-1 plan") for such share class remains in effect.
2. The following paragraphs are added to Section 4:
During the term of this Agreement, MetLife shall perform the
administrative services ("Services") set forth on Attachment B hereto,
as such exhibit may be amended from time to time by mutual consent of
the parties, in respect of Separate Accounts holding Class 4 shares of
each Fund. In consideration of MetLife performing the Services, the
Series agrees to pay MetLife an administrative services fee of 0.25% of
the average daily net asset value of all Class 4 shares of the Funds
held by each Separate Account, payable quarterly, in arrears pursuant to
an Insurance Administrative Services Plan adopted by the Series. The
Series shall pay all fees within forty-five (45) days following the end
of each calendar quarter for fees accrued during that quarter. The fee
will be calculated as the product of (a) the average daily net asset
value of all Class 4 shares, as applicable, of the Funds held by each
Separate Account during the quarter; (b) the number of days in the
quarter; and (c) the quotient of 0.0025 divided by 365. The Series shall
not be responsible for payment of fees for Services more than six
(6) months in arrears in respect of accounts that were not timely
identified by Company as eligible for compensation pursuant to this
Agreement. CRMC will evaluate periodically MetLife's service levels,
including compliance with established
NSCC guidelines, transaction errors, compliance with the prospectus and
complaints from Contract owners, in determining whether to continue
making payments under the Insurance Administrative Services Plan.
MetLife represents to the Series and CRMC that it will not receive
compensation for the Services from contractholder fees or any other
source.
MetLife, directly or through subcontractors (including a designated
affiliate), shall provide the certain services described in this
Agreement in respect of Separate Accounts holding Class 2 shares on
behalf of CRMC or any of its affiliates in connection with the sale and
servicing of the Contracts. The services to be provided by MetLife to
its Separate Accounts include, (i) mailing and otherwise making
available to Contractholders, shareholder communications including,
without limitation, prospectuses, proxy materials, shareholder reports,
unaudited semi-annual and audited annual financial statements, and other
notices; (ii) handling general questions regarding the Funds from
Contractholders including, without limitation, advising as to
performance, yield being earned, dividends declared, and providing
assistance with other questions concerning the Funds; (iii) preparing
and mailing periodic account statements showing the total number of
Separate Account units owned by the Contractholder in that account, the
value of such units, and purchases, redemptions, dividends, and
distributions in the account during the period covered by the statement;
and (iv) preparing and mailing IRS Form 1099-R, IRS Form W-2 and/or
other IRS forms as required by applicable Internal Revenue Service rules
and regulations. Administrative services to Contractholders shall be the
responsibility of MetLife and shall not be the responsibility of CRMC or
any of its affiliates.
3. Attachment A of the Agreement is hereby deleted in its entirety and
replaced with Attachment A attached hereto.
4. Attachment B hereto is added to the Agreement.
Except as expressly supplemented, amended or consented to hereby, all of the
representations and conditions of the Agreement will remain unamended and will
continue to be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
METROPOLITAN LIFE INSURANCE COMPANY
(ON BEHALF OF ITSELF AND EACH ACCOUNT)
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AMERICAN FUNDS INSURANCE SERIES
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Secretary
Approved for Signature [MCJT]
by CRMC Legal Dept.
ATTACHMENT A
AMERICAN FUNDS INSURANCE SERIES FUNDS
Class 2:
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. Global Small Capitalization Fund
. Growth Fund
. Growth-Income Fund
. Bond Fund
. Global Growth Fund
. International Fund
. U.S. Government/AAA Rated Securities Fund
. High-Income Bond Fund
. New World Fund
Class 4:
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. Global Small Capitalization Fund
ATTACHMENT B
ADMINISTRATIVE SERVICES
1. Periodic Reconciliation. MetLife shall provide the Funds with sufficient
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information to allow for the periodic reconciliation of outstanding units of
MetLife separate accounts and shares of the Funds.
2. Record Maintenance. To facilitate the reconciliation activities described
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in Section 4, MetLife shall maintain with respect to each Separate Account
holding the Funds' Class 4 shares and each Contract owner for whom such shares
are beneficially owned the following records:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including
dividend reinvestments) and dates and amounts of dividends paid for at
least the current year to date;
c. Name and address and taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
3. Fund Information. MetLife shall respond to inquiries from Contract owners
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regarding the Funds, including questions about the Funds' objectives and
investment strategies.
4. Shareholder Communications. MetLife shall provide for the delivery of
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certain Fund-related materials as required by applicable law or as requested by
Contract owners. The Fund related materials shall consist of updated
prospectuses and any supplements and amendments thereto, statements of
additional information, annual and other periodic reports, proxy or information
statements and other appropriate shareholder communications. MetLife shall
respond to inquiries from Contract owners relating to the services provided by
it and inquiries relating to the Funds.
5. Transactional Services. MetLife shall (a) communicate to the Funds'
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transfer agent, purchase, redemption and exchange orders; and (b) communicate
to the Separate Accounts and Contract owners, mergers, splits and other
reorganization activities of the Funds.
6. Other Information. MetLife shall provide to the Separate Accounts and
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Contract owners such other information as shall be required under applicable
law and regulations.
