FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into as of this 25th day of April 2008 METLIFE
INVESTORS USA INSURANCE COMPANY, a Delaware life insurance company, METLIFE
INVESTORS INSURANCE COMPANY, a Missouri life insurance company, FIRST METLIFE
INVESTORS INSURANCE COMPANY, a New York life insurance company, METROPOLITAN
LIFE INSURANCE COMPANY, a New York life insurance company, NEW ENGLAND LIFE
INSURANCE COMPANY, a Massachusetts life insurance company, METLIFE INSURANCE
COMPANY OF CONNECTICUT, a Connecticut life insurance company (the "Insurance
Company"), (on behalf of themselves and certain of their separate accounts); MET
INVESTORS ADVISORY, LLC, a Delaware limited liability corporation ("MIA"); MET
INVESTORS SERIES TRUST (the "Trust"); AMERICAN FUNDS INSURANCE SERIES
("Series"), an open-end management investment company organized under the laws
of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT
COMPANY ("CRMC"), a corporation organized under the laws of the State of
Delaware.
WITNESSETH:
WHEREAS, Insurance Company has issued and proposes to issue, now and in the
future, certain variable annuity contracts and/or variable life policies (the
"Contracts");
WHEREAS, Insurance Company has established pursuant to applicable insurance
law one or more separate accounts (each, an "Account") for purposes of issuing
the Contracts and has or will register each Account (unless the Account is
exempt from such registration) with the United States Securities and Exchange
Commission (the "Commission") as a unit investment trust under the Securities
Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940
Act");
WHEREAS, the Contracts, which are or will be registered by Insurance
Company (unless exempt from such registration) with the Commission for offer and
sale;
WHEREAS, the Series has received a "Mixed and Shared Funding Order" from
the Commission granting relief from certain provisions of the 1940 Act and the
rules thereunder to the extent necessary to permit shares of the Series to be
sold to variable annuity and life insurance separate accounts of unaffiliated
insurance companies;
WHEREAS, the Series is divided into various funds (the "Master Funds"), and
each Master Fund is subject to certain fundamental investment policies which may
not be changed without a majority vote of the shareholders of such Master Fund;
WHEREAS, the Trust is divided into various series (the "Portfolios"), and
each Portfolio has its own assets and liabilities and invests in securities in
accordance with its investment objectives and policies, as described in the
registration statement for the Portfolios;
WHEREAS, certain Portfolios propose to hold as their only investment shares
of a
corresponding Master Fund as set forth in Attachment A, as such Appendix A may
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be amended from time to time by mutual agreement in writing, with each such
Portfolio having the same investment objective and compatible fundamental
investment restrictions and policies as the corresponding Master Fund as
described in the registration statement for the Master Fund;
WHEREAS, certain Master Funds (through the Portfolios) listed in Attachment
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A to this Agreement will serve as certain of the underlying investment mediums
-
for the Contracts issued with respect to the Accounts; and
WHEREAS, CRMC is the investment adviser for the Series and MIA is the
investment adviser to the Trust.
NOW, THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
Insurance Company, the Trust, the Series and CRMC hereby agree as follows:
1. The Series and CRMC each represents and warrants to Insurance Company
and the Trust that: (a) a registration statement under the 1933 Act and under
the 1940 Act (collectively, the "SEC Filings") with respect to the Series has
been filed with the Commission in the form previously delivered to Insurance
Company and the Trust, and copies of any and all amendments thereto will be
forwarded to Insurance Company and the Trust at the time that they are filed
with the Commission; (b) the Series is, and shall be at all times while this
Agreement is in force, lawfully organized, validly existing, and properly
qualified as an open-end management investment company in accordance with the
laws of the Commonwealth of Massachusetts; (c) the Series' registration
statement and any further amendments thereto will, when they become effective,
and all definitive prospectuses and statements of additional information and any
further supplements thereto (the "Prospectus") shall, conform in all material
respects to the requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder, and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statement therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Series by Insurance Company and the Trust expressly
for use therein; and (d) the Series and CRMC will comply in all material
respects with all applicable laws and regulations, including, without
limitation, the 1933 Act and the 1940 Act and the rules and regulations
thereunder.
2. The Trust and MIA each represents and warrants to the Series and CRMC
that (a) the shares of the Portfolios are or will be registered under the 1933
Act and that the shares will be issued, sold and distributed in compliance in
all material respects with all applicable federal securities laws; (b) the Trust
is, and shall be at all times while this Agreement is in force, lawfully
organized and validly existing under the laws of Delaware; (c) the Trust is and
shall remain at all times while this Agreement is in force, registered as an
open-end management investment company under the 1940 Act; (d) the SEC Filings
(including the registration statement) of the Trust conform or, when they become
effective, will conform in all material respects to the requirements of the 1933
Act and the 1940 Act, and the rules and regulations of
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the Commission thereunder, and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Trust by CRMC or the Series expressly for use therein; and (e) the Trust and
MIA will comply in all material respects with all applicable laws and
regulations, including, without limitation, the 1933 Act and the 1940 Act and
the rules and regulations thereunder.
3. Insurance Company represents and warrants to the Series and CRMC that
the Contracts are or will be and at the time of issuance will be treated as
annuity contracts and life insurance policies, as applicable, under applicable
provisions of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the "Code"), that it will maintain such treatment and that it will
notify the Series and CRMC immediately upon having a reasonable basis for
believing that the Contracts have ceased to be so treated or that they might not
be so treated in the future. The Insurance Company further represents and
warrants to the Series and CRMC that:
a. a registration statement under the 1933 Act and under the 1940 Act (if
required by law) with respect to the Contracts and each Account has been or
will be filed with the Commission (a copy of which will be delivered to the
Series, upon request, when effective), and copies of any and all amendments
thereto will be forwarded to the Series, upon request, at the time that
they are filed with the Commission (if required by law);
b. each such registration statement (if required by law) and any further
amendments or supplements thereto will, when they become effective, conform
in all material respects to the requirements of the 1933 Act and the 1940
Act, and the rules and regulations of the Commission thereunder, and will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statement or omission
made in reliance upon and in conformity with the information furnished in
writing to Insurance Company or its underwriter by the Series or CRMC
expressly for use therein;
4. (a) The Series will furnish to Insurance Company and the Trust such
information with respect to the Series in such form and signed by such of its
officers as Insurance Company and the Trust may reasonably request, and will
warrant that the statements therein contained when so signed will be true and
correct. The Series will advise Insurance Company and the Trust immediately of:
(1) the issuance by the Commission of any stop order suspending the
effectiveness of the registration statement of the Series or the initiation of
any proceeding for that purpose; (2) the institution of any proceeding,
investigation or hearing involving the offer or sale of the Contracts or the
Series of which it becomes aware; or (3) the happening of any material event, if
known, which makes untrue any statement made in the registration statement of
the Series or which requires the making of a change therein in order to make any
statement made therein not misleading.
(b) The Series will use best efforts to register for sale under the 1933
Act and, if required, under state securities laws, such additional shares of the
Series as may reasonably be
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necessary for use as the funding vehicle for the Contracts.
5. The Series agrees to make Class 1 shares of the Master Funds listed on
Attachment A hereto available to the Portfolios. Master Fund shares to be made
------------
available to Accounts for the Contracts (through the Portfolios) shall be sold
by the Series and purchased by the Trust for a given Account at the net asset
value of the respective class of the respective Master Fund (without the
imposition of a sales load) next computed after receipt of each order by the
Series or its designee, as established in accordance with the provisions of the
then current Prospectus of the Series.
For purposes of this Paragraph 5, Insurance Company shall be a designee of
the Trust and the Series for receipt of such orders from each Account, and
receipt by such designee by 4:00 p.m. Eastern time (or other such time the Board
of Trustees of the Series shall so designate) shall constitute receipt by both
the Trust and the Series; provided that the Trust and the Series each receive
notice of such order by 9:30 a.m. Eastern time on the following Business Day
("Next Business Day"). "Business Day" shall mean any day on which the New York
Stock Exchange ("NYSE") is open for trading and on which the Series calculates
the net asset values of each class of shares of each Master Fund pursuant to the
rules of the Commission. The Series will make the Class 1 shares of each Master
Fund available indefinitely for purchase at the applicable net asset value per
share by the Trust and the Accounts (through the Portfolios) on those days on
which the Series calculates the net asset values of each such class pursuant to
the rules of the Commission, and the Series shall use its best efforts to
calculate such net asset values on each day on which the NYSE is open for
trading. The Series shall make the net asset value per share for Class 1 shares
of each Master Fund available to the Trust on a daily basis as soon as
reasonably practical after the Series calculates such net asset values per
share, and the Series shall use its best efforts to make such net asset values
per share available by 6:30 p.m. Eastern time. CRMC and the Series shall report
to the Trust and Insurance Company any material error in the calculation of the
net asset values, dividends or capital gain information as soon as practicable
upon discovery. The Series and CRMC are responsible for maintaining net asset
values for each class of each Master Fund in accordance with the requirements of
the 1940 Act and the Series' then current Prospectus. Payments for shares
purchased will be made in federal funds transmitted by wire on the Next Business
Day, and the Trust and the Series shall each use commercially reasonable efforts
to wire (or cause to be wired) funds to the other, for the purpose of settling
net purchase orders or orders of redemption, by 3:00 p.m. Eastern time on the
Next Business Day.
The Series reserves the right to temporarily suspend sales if the
Board of Trustees of the Series, acting in good faith and in light of its
fiduciary duties under federal and any applicable state laws, deems it
appropriate and in the best interests of shareholders or in response to the
order of an appropriate regulatory authority. Further, the Series reserves the
right to reject any purchase order if, in the opinion of the officers of the
Series or CRMC, the trading activities of any Contract owner, through the Trust,
is or potentially may be harmful to the Series.
Insurance Company and the Trust have policies and procedures in place to
detect and discourage short-term or disruptive trading practices, which may
include (but is not limited to) monitoring Contract holder trading activity.
Insurance Company and the Trust reserve the right
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to refuse, to impose limitations on, or to limit any transaction request if the
request would tend to disrupt Contract administration or is not in the best
interest of the Contract holders or an Account or subaccount thereof.
6. The Trust will make shares of the Portfolios listed on Appendix A
available only to Insurance Company, and their respective separate accounts and
to pension plans and will register for sale under the 1933 Act and, if required,
under state securities laws, such additional shares of the Portfolios as may
reasonably be necessary for use as the funding vehicle for the Contracts and to
maintain a continuous offering of the shares of the Portfolios.
7. The Contracts funded through each Account will provide for the
allocation of net amounts among certain subaccounts corresponding to the Class 1
shares of each Master Fund (each, a "Subaccount") for investment in shares of
the Portfolios as may be offered from time to time in the Contracts. The
selection of the particular Subaccount is to be made by the Contract owner in
accordance with the terms of the Contracts and such selection may be changed in
accordance with the terms of the Contracts.
8. Transfer of the Series' shares will be by book entry only. No stock
certificates will be issued to the Portfolios. Shares ordered from a particular
Master Fund will be recorded by the Series as instructed by the Trust in an
appropriate title for the corresponding Portfolio. Shares ordered from a
particular Portfolio will be recorded by the Trust or the Trust's transfer agent
as instructed by Insurance Company in an appropriate title for the corresponding
Account or its subaccount.
9. The Series shall furnish notice promptly to the Trust of any dividend or
distribution payable on any shares of the Master Funds held by the Portfolios.
The Trust hereby elects to receive all such dividends and distributions as are
payable on shares of a Master Fund recorded in the title for the corresponding
Portfolio in additional shares of that Master Fund. The Series shall notify the
Trust of the number of shares so issued. The Trust reserves the right to revoke
this election and to receive all such income dividends and capital gain
distributions in cash.
10. The Series shall effect redemptions of interests in the Master Funds in
accordance with the terms of the Master Funds' then current Prospectus and the
provisions of the 1940 Act and the rules and regulations thereunder. For
purposes of this Paragraph 9, Insurance Company shall be a designee of each
Portfolio and each Master Fund for receipt of requests for redemption from each
Account, and receipt by such designee by 4:00 p.m. Eastern time (or other such
time the Boards of Trustees of the Trust and the Series shall so designate)
shall constitute receipt by the Trust and the Series; provided that the Trust or
Series each receives actual notice of such request for redemption by 9:30 a.m.
Eastern time on the Next Business Day. Insurance Company shall purchase and
redeem the shares of the Portfolios offered by the then current Prospectus of
the Trust in accordance with the provisions of such Prospectus.
11. The Series shall pay all expenses incidental to its performance under
this Agreement. The Series shall see to it that all of its shares are registered
and authorized for issue
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in accordance with applicable federal and state laws prior to their purchase by
the Trust for an Account. The Series shall bear the expenses for the cost of
registration of its shares, preparation of prospectuses (and supplements
thereto) and statements of additional information to be sent to existing
Contract owners (upon request in the case of the statement of additional
information), proxy statements and related materials and annual and semi-annual
shareholder reports, the printing and distribution of such items to each
Contract owner who has allocated net amounts to any subaccount, the preparation
of all statements and notices required from it by any federal or state law, and
taxes on the issue or transfer of the Series' shares subject to this Agreement.
The Series will provide Insurance Company, at least once a year, with enough
copies of its Statement of Additional Information to be able to distribute one
to each Contract owner or prospective Contract owner who requests such Statement
of Additional Information.
With respect to any prospectus and annual and semi-annual reports (the
"Reports") of the Series that are printed in combination with any one or more
such Reports of other investment options for the Contracts (the "Booklet"), the
Series shall bear the costs of printing and mailing the Booklet to existing
Contract owners based on the ratio of the number of pages of the Series' Reports
included in the Booklet to the number of pages in the Booklet as a whole.
12. Insurance Company shall bear the expenses for the cost of preparation
and delivery of Series prospectuses (and supplements thereto) to be sent to
prospective Contract owners. The Series shall provide, at its expense, such
documentation (in camera-ready or other mutually agreeable form) and other
assistance as is reasonably necessary in order for Insurance Company once each
year (or more frequently if the prospectus for the Series is amended), and twice
each year in the case of the annual and semi-annual shareholder reports, to have
the prospectus or prospectuses, and the annual and semi-annual shareholder
reports for the Contracts and the Series, printed together in one or more
documents (such printing to be done at Insurance Company's expense with respect
to prospective investors).
13. Insurance Company and the Trust each represent and warrant to the
Series that any information furnished in writing by Insurance Company or the
Trust, respectively, to the Series for use in the registration statement of the
Series will not result in the registration statement's failing to conform in all
respects to the requirements of the 1933 Act and the 1940 Act and the rules and
regulations thereunder or containing any untrue statement of a material fact or
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.
The Series represents and warrants to Insurance Company and the Trust that
any information furnished in writing by the Series to Insurance Company or the
Trust for use in the registration statement of the Trust or Insurance Company
will not result in the registration statement's failing to conform in all
respects to the requirements of the 1933 Act and the 1940 Act and the rules and
regulations thereunder or containing any untrue statement of a material fact or
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.
14. Insurance Company, the Trust and their affiliates shall make no
representations concerning the Series' shares except those contained in the then
current Prospectus of the Series,
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current statement of additional information of the Series, in such printed
information subsequently issued on behalf of the Series or other funds managed
by CRMC as supplemental to the Series' Prospectus, in information published on
the Series' or CRMC's internet site, or in materials approved by CRMC or its
affiliates. Likewise, Series and CRMC and their affiliates shall make no
representations concerning the Trust's shares except those contained in the then
current Prospectus of the Trust, current statement of additional information of
the Trust, in such printed information subsequently issued on behalf of the
Trust, in information published on the Trust's or its investment manager's
internet site, or in materials approved by the Trust's investment manager or its
affiliates.
15. Shares of the Series may be offered to separate accounts of various
insurance companies in addition to Insurance Company. The Series represents,
warrants and covenants that no shares of the Series shall be sold to the general
public in contravention of Section 817 of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder (the "Code"). The Series agrees that
each Master Fund will comply with the diversification requirements of Section
817. The Series also agrees to maintain each Master Fund's qualification as a
"regulated investment company" ("RIC") under the Code. The Series will provide
Insurance Company and the Trust with securities holdings reports for each Fund
as soon as reasonably practicable after each calendar quarter, but in no event
later than 30 days after the end of the calendar quarter.
16. The parties to this Agreement recognize that due to differences in tax
treatment or other considerations, the interests of various Contract owners
participating in one or more of the Portfolios or Master Funds might, at some
time, be in conflict. Each party shall report to the other party any potential
or existing conflict of which it becomes aware. The Board of Trustees of the
Series shall promptly notify Insurance Company and the Trust of the existence of
irreconcilable material conflict and its implications. If such a conflict
exists, Insurance Company will, at its own expense, take whatever action it
deems necessary to remedy such conflict; in any case, Contract owners will not
be required to bear such expenses.
The Series hereby notifies Insurance Company and the Trust that it may be
appropriate to include in the Prospectus pursuant to which a Contract is offered
disclosure regarding the risks of mixed and shared funding.
17. Insurance Company agrees to indemnify and hold the Series and CRMC
harmless against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which the Series or CRMC may
be subject under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or settlements arising as a result of Insurance Company's: (a) making untrue
statements of material facts or omitting material facts in a Contract's
registration statement, prospectus, statement of additional information, annual
reports to Contract owners and sales literature for the Contracts; (b) making
untrue statements of material facts that the Series or CRMC includes in the same
materials of the Series, provided that Series or CRMC relies on information
supplied by Insurance Company; (c) unlawful conduct, bad faith, willful
malfeasance, or gross negligence by Insurance Company with respect to the sale
of the Contracts or Portfolio or Master Fund shares; and (d) materially
breaching this Agreement or a
7
representation or warranty.
18. The Trust and MIA agree to indemnify and hold the Series and CRMC
harmless against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which the Series or CRMC may
be subject under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or settlements arising as a result of the Trust's: (a) making untrue statements
of material facts or omitting material facts in the Trust's registration
statement, prospectus, statement of additional information, semi-annual or
annual reports provided to Contract owners and in sales literature for the
Trust; (b) making untrue statements of material facts that the Series or CRMC
includes in the same materials of the Series, provided that Series or CRMC
relies on information supplied by the Trust; (c) unlawful conduct, bad faith,
willful malfeasance, or gross negligence by the Trust with respect to the sale
of Portfolio shares; and (d) materially breaching this Agreement or a
representation or warranty.
19. The Series and CRMC each agrees to indemnify and hold Insurance Company
and the Trust harmless against any and all losses, claims, damages, liabilities
or litigation (including reasonable legal and other expenses) to which the
Insurance Company or the Trust may be subject under any statute, at common law
or otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements arising as a result of the
Series', or CRMC's: (a) making untrue statements of material facts or omitting
material facts in the Series' registration statement, prospectuses or statements
of additional information, semi-annual and annual reports to shareholders, and
sales literature; (b) making untrue statements of material facts that the
Insurance Company or the Trust includes in their materials, provided the
Insurance Company or the Trust relies on information supplied by the Series; (c)
unlawful conduct, bad faith, willful malfeasance, or gross negligence by the
Series with respect to the sale of the Contracts, Portfolio or Master Fund
shares or the operation of the Series or a Master Fund; (d) failure of the
Series to comply with any Master Fund's investment objectives, policies and
restrictions; and (e) materially breaching this Agreement or a representation or
warranty, including, but not limited to, the representations, warranties and
covenants in Section 14.
20. Insurance Company shall be responsible for assuring that the Account
calculates pass-through voting privileges of Contract owners in a manner
consistent with the method of calculating pass-through voting privileges set
forth in the current Contract or the prospectus for the Contract. The Series and
CRMC will comply in all material respects with all of the provisions of the 1940
Act requiring voting by shareholders.
21. The parties understand that there is no intention to create a joint
venture in the subject matter of this Agreement. Accordingly, the right to
terminate this Agreement and to engage in any activity not inconsistent with
this Agreement is absolute. This Agreement will terminate:
(a) by mutual agreement at any time; or
(b) any party at any time upon sixty days' written notice to the other
parties; or
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(c) at the option of Insurance Company, the Trust, CRMC or the Series upon
ten calendar days' prior written notice to the other party if a final
non-appealable administrative or judicial decision is entered against
the other party which has a material impact on the Contracts; or
(d) at the option of Insurance Company or the Trust, upon ten calendar
days' prior written notice, if shares of the Series are not reasonably
available; or
(e) at the option of Insurance Company or the Trust, immediately upon
written notice, if the Series or CRMC fails to meet the requirements
for either diversification under Section 817 or RIC status under the
Code; or
(f) in the event the Series' 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 an underlying investment for the
Portfolios or the Contracts issued or to be issued by Insurance
Company; in such event prompt notice shall be given by Insurance
Company, the Trust or the Series to each of the other parties; or
(g) at Insurance Company's or Trust's option by written notice to the
Series and/or CRMC if either shall determine in its sole judgment
exercised in good faith, that either the Series or CRMC 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
(h) at the option of the Series or CRMC by written notice to Insurance
Company and the Trust if the Series or CRMC shall determine in its
sole judgment exercised in good faith, that Insurance Company or the
Trust 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.
The effective date for termination pursuant to any notice given under this
Paragraph shall be calculated beginning with the date of receipt of such notice.
22. All notices, consents, waivers, and other communications under this
Agreement must be in writing, and will be deemed to have been duly received: (a)
when delivered by hand (with written confirmation of receipt); (b) when sent by
telecopier (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested; or (c) the day after it is
sent by a nationally recognized overnight delivery service, in each case to the
appropriate addresses and telecopier numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by notice to the other
parties):
IF TO INSURANCE COMPANY:
MetLife Investors USA Insurance Company,
MetLife Investors Insurance Company, and
9
First MetLife Investors Insurance Company
0 Xxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX, 00000
Attention: Xxxxxxxxx Forget, Executive Vice President
Metropolitan Life Insurance Company,
MetLife Insurance Company of Connecticut and
New England Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Vice President
IF TO THE TRUST:
Met Investors Series Trust
0 Xxxx Xxxxx, Xxxxx 0000
Xxxxxx XX, 00000
Attention: President
With a Copy to
Met Investors Advisory LLC
000 Xxxxxxxx
Xxxxxx, XX
Attention: Xxxx Xxxxxxxxxx
IF TO MIA:
Met Investors Advisory LLC
0 Xxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx, 00000
Attention: Xxxxxxxxx Forget, President
IN ANY CASE WITH A COPY TO:
Met Investors Advisory, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX, 00000
Attention: Xxxxx Xxxxx, Associate General Counsel
IF TO SERIES:
American Funds Insurance Series
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
Facsimile No.: (000) 000-0000
WITH A COPY TO:
Capital Research and Management Company
10
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx-Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund Business Management Group
Facsimile No.: (000) 000-0000
IF TO CRMC:
Capital Research and Management Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President and Legal Counsel,
Fund Business Management Group, and Secretary
Facsimile No.: (000) 000-0000
WITH A COPY TO:
Capital Research and Management Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund Business Management Group
Facsimile No.: (000) 000-0000
23. If this Agreement terminates, any provision of this Agreement necessary
to the orderly windup of business under it will remain in effect as to that
business, after termination.
24. If this Agreement terminates, the Series, at Insurance Company's
option, will continue to make additional shares of the Series available to the
Portfolios for all existing Contracts as of the effective date of termination
(under the same terms and conditions as were in effect prior to termination of
this Agreement with respect to existing Contract owners), unless the Series
liquidates or applicable laws prohibit further sales. Insurance Company agrees
not to redeem shares of the Series unless: (a) the Agreement is terminated; (b)
legitimately required to do so according to a Contract owner's request; (c)
under an order from the Commission or pursuant to exemptive relief granted by
the Commission or pursuant to a vote of Contract owners; (d) as otherwise agreed
to or permitted among the parties; or (e) unless Insurance Company or the Trust
provides at least sixty (60) days advance written notice.
25. The obligations of the Series under this Agreement are not binding upon
any of the Trustees, officers, employees or shareholders (except CRMC if it is a
shareholder) of the Series individually, but bind only the Series' assets. When
seeking satisfaction for any liability of the Series in respect of this
Agreement, the Trust, Insurance Company and the Account agree not to seek
recourse against said Trustees, officers, employees or shareholders, or any of
them, or any of their personal assets for such satisfaction. Notwithstanding the
foregoing, if Insurance Company or the Trust seek satisfaction for any liability
of the Series in respect of this Agreement, Insurance Company (on behalf of
itself or any Account) and/or the Trust may seek recourse against CRMC.
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The obligations of the Trust under this Agreement are not binding upon any
of the Trustees, officers, employees or shareholders (except MIA if it is a
shareholder) of the Trust individually, but bind only the Trust's assets. When
seeking satisfaction for any liability of the Trust in respect of this
Agreement, the Series and CRMC agree not to seek recourse against said Trustees,
officers, employees or shareholders, or any of them, or any of their personal
assets for such satisfaction. Notwithstanding the foregoing, if the Series or
CRMC seek satisfaction for any liability of the Trust in respect of this
Agreement, the Trust may seek recourse against MIA.
26. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
27. This Agreement and the parties' rights, duties and obligations under
this Agreement are not transferable or assignable by any of them without the
express, prior written consent of the other parties hereto. Any attempt by a
party to transfer or assign this Agreement or any of its rights, duties or
obligations under this Agreement without such consent is void; provided,
however, that a merger of, reinsurance arrangement by, or change of control of a
party shall not be deemed to be an assignment for purposes of this Agreement.
28. The following Paragraphs shall survive any termination of this
Agreement: 5, 11, 12, 15, 17, 18, 19, and 22 to 28.
29. This Agreement and any amendment to it may be executed in one or more
counterparts. All of those counterparts shall constitute one and the same
agreement.
12
IN WITNESS WHEREOF, the here to have caused this Agreement to be duly executed
parties and attested as of the date first above written.
METLIFE INVESTORS USA INSURANCE COMPANY
Attest: By:
-------------------------------------
Its
------------------------------------ -------------------------------------
METLIFE INVESTORS INSURANCE COMPANY
Attest: By:
-------------------------------------
Its
------------------------------------ -------------------------------------
FIRST METLIFE INVESTORS INSURANCE COMPANY
Attest: By:
-------------------------------------
Its
------------------------------------ -------------------------------------
METROPLITAN LIFE INSURANCE COMPANY
Attest: By:
-------------------------------------
Its
------------------------------------ -------------------------------------
NEW ENGLAND LIFE INSURANCE COMPANY
Attest: By:
-------------------------------------
Its
------------------------------------ -------------------------------------
13
METLIFE INSURANCE COMPANY OF CONNECTICUT
Attest: By:
-------------------------------------
Its
------------------------------------ -------------------------------------
MET INVESTORS SERIES TRUST
Attest: By:
-------------------------------------
Its:
------------------------------------ ------------------------------------
AMERICAN FUNDS INSURANCE SERIES
Attest: By:
-------------------------------------
Its: Secretary
------------------------------------
CAPITAL RESEARCH AND MANAGEMENT COMPANY
Attest: By:
-------------------------------------
Its: Vice President and Secretary
------------------------------------
MET INVESTORS ADVISORY, LLC
Attest: By:
-------------------------------------
Its: Vice President and Secretary
------------------------------------
14
ATTACHMENT A
------------
MASTER FUNDS AND CORRESPONDING PORTFOLIOS
-----------------------------------------
AMERICAN FUNDS INSURANCE SERIES
MASTER FUNDS:- TRUST PORTFOLIOS:
------------------------------- ----------------------------------------------
. Bond Fund . American Funds Bond Portfolio
. Growth Fund . American Funds Growth Portfolio
. International Fund . American Funds International Portfolio
15
