FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into as of the 25th day of April 2008, among
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"), an open-end management
investment company organized under the laws of Delaware; American Funds
Insurance Series (the "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 or proposed to issue to the public,
now and in the future, certain variable annuity contracts and variable life
insurance policies for which the Trust is the underlying investment vehicle (the
"Contracts"); and
WHEREAS, Insurance Company has established one or more separate accounts
(the "Accounts"), for the 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 "SEC") as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Series is divided into various funds (the "Funds"), each Fund
being subject to certain fundamental investment policies which may not be
changed without a majority vote of the shareholders of such Fund; and
WHEREAS, the Trust is divided into various series or portfolios (the
"Portfolios"), each Portfolio being subject to certain fundamental investment
policies which may not be changed without a majority vote of the shareholders of
each Portfolio; and
WHEREAS, each Account is divided into subaccounts which invest in
corresponding Portfolios as the underlying investment media for the Contracts;
and
WHEREAS, certain Portfolios set forth in Appendix A desire to invest from
time to time in one or more of the Funds; and
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WHEREAS, the Trust and MIA and other affiliates have received an Order from
the Securities and Exchange Commission dated September 7, 2005 (Release No.
27059) granting exemption from Section 12(d)(1)(A) and (B) and Section 17(a) of
the Investment Company Act of 1940 (the "Order"); and
WHEREAS, the Series has received a "Mixed and Shared Funding Order" from
the SEC granting relief from certain provisions of the 1940 Act and the rules
thereunder to the extent necessary to permit shares of the Funds to be sold to
variable annuity and life insurance separate accounts of unaffiliated insurance
companies (the "Mixed and Shared Funding Order"); and
WHEREAS, CRMC is the investment adviser for the Series; and
WHEREAS, MIA is the investment adviser for 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, MIA and CRMC hereby agree as follows:
1. The Series and CRMC each represents and warrants to Insurance Company, MIA
and the Trust that:
(i) a registration statement under the Securities Act of 1933 (the "1933
Act") and under the 1940 Act respect to the Series has been filed with the SEC
in the form (as currently amended and supplemented) previously delivered to
Insurance Company and the Trust, and copies of any and all further amendments or
supplements thereto will be forwarded to Insurance Company at the time that they
are filed with the SEC;
(ii) the Series is, and shall be at all times while this Agreement is in
force, lawfully organized and validly existing under the laws of the
Commonwealth of Massachusetts;
(iii) the Series is and shall remain registered as an open-end management
investment company under the 1940 Act;
(iv) the Series' registration statement 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 SEC 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 Series by Insurance Company expressly for use therein;
(v) the Series and CRMC will comply with all applicable laws and
regulations, including, without limitation, the 1933 Act and the 1940 Act and
the rules and regulations thereunder;
(vi) the Series is currently qualified as a Regulated Investment Company
under Subchapter M of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder (the "Code") and that each will make every effort to
maintain such qualification (under Subchapter M of the Code or any successor or
similar provision) and that each will notify
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Insurance Company and the Trust immediately upon having a reasonable basis for
believing that the Series has ceased to so qualify or that the Series might not
so qualify in the future; and
(vii) the Series and CRMC represent that each has received a copy the
Order, and each hereby agree to fulfill their responsibilities under the Order
as set forth in the Order and in this agreement.
2. (a) Insurance Company represents and warrants to the Series and CRMC that:
(i) the Contracts are or will be registered under the 1933 Act or are
exempt from or not subject to registration thereunder;
(ii) the Contracts are currently and at the time of issuance will be
treated as annuity contracts and life insurance policies, as applicable, under
applicable provisions of 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;
(iii) the Contracts will be issued, sold and distributed in compliance in
all material respects with all applicable state and federal laws, rules and
regulations;
(iv) that each Account has been, or will be, established as a segregated
asset account under applicable law and has registered or, prior to the issuance
or sale of the Contracts, will register each Account as a unit investment trust
in accordance with the 1940 Act (unless exempt from registration) to serve as
segregated asset accounts for the Contracts, and that Insurance Company will
maintain such registration for so long as any Contracts are outstanding;
(v) it shall amend all registration statements under the 1933 Act and the
1940 Act, as applicable, with respect to both the Accounts and the Contracts
from time to time as required by applicable law. Insurance Company shall
register and qualify the Contracts for sale in accordance with the securities
laws of the various states only if and to the extent deemed necessary by
Insurance Company;
(vi) each Portfolio is a permitted investor in the Series in accordance
with Section 817(h)(4)(A) of the Code.
(vii) any information furnished in writing by Insurance Company and the
Trust 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 state therein or necessary to make the
statements therein not misleading.
(b) The Trust and MIA each represents and warrants to the Series and CRMC
that:
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(i) the shares of the Portfolios listed on Appendix A 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 state and
federal laws, rules and regulations;
(ii) the Trust has been lawfully organized and is validly existing under
the laws of Delaware, is registered as an open-end management investment company
under the 1940 Act and to serve as an investment vehicle for the Accounts, will
maintain such registration for so long as it serves as such an investment
vehicle and has a principal underwriter, MetLife Investors Distribution Company,
which is registered as a broker-dealer under the Securities Exchange Act of
1934; and
(iii) the Trust shall amend all registration statements under the 1933 Act
and the 1940 Act, as applicable, with respect to the shares of the Portfolios
listed on Appendix A from time to time as required by applicable law. The Trust
shall register and qualify the shares of the Portfolios listed on Appendix A for
sale in accordance with the securities laws of the various states only if and to
the extent deemed necessary by the Trust.
(iv) at the time of investing in the shares of a Fund in excess of three
percent of the total outstanding voting stock of the Fund, the Trust or MIA
shall notify the Series and CRMC of the investment and transmit to CRMC on
behalf of the Series, a list of the names of each Fund of Funds Affiliate (as
defined in the Order) and Underwriting Affiliates (as defined in the Order) and
the Trust or MIA shall update the list in the event of any changes;
(v) in the case of a subadvised Portfolio, the Trust and MIA represent and
warrant that they shall, or shall cause the subadviser to notify Series and CRMC
of the investment and cause the Portfolio's subadviser to transmit to CRMC on
behalf of the Series, a list of the names of each Fund of Funds Affiliate and
Underwriting Affiliates with respect to the subadviser; and
(c) The Trust and MIA represent that each has received a copy the Order,
and each hereby agrees to fulfill their respective responsibilities under the
Order as set forth in the Order and in this Agreement
3. 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/or 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: (a) the
issuance by the SEC of any stop order suspending the effectiveness of the
registration statement of the Series or the initiation of any proceeding for
that purpose; (b) the institution of any proceeding, investigation or hearing
involving the offer or sale of the Series of which it becomes aware; or (c) 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 therein not misleading.
4. The Series will use its 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 necessary for investment by the Portfolios under
this Agreement.
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5. The Series agrees to make Class 1 shares of the Funds specified in Appendix B
available for investment by the Portfolios.
6. CRMC and the Series shall report to Insurance Company any material error in
the calculation of the net asset values, dividends or capital gain information
as soon as practicable upon discovery. In the event of any material error in the
calculation or communication of net asset value, dividends or capital gain
information or delay in the communication by CRMC, the Series will act in
accordance with its then current policies and procedures relating to error
correction which policies and procedures shall be in accordance with the 1933
Act and 1940 Act (and any applicable regulations thereunder) and SEC policies
regarding pricing errors, including in regards to when the party responsible for
the error must compensate a Fund or its shareholders for any losses.
7. The Series will make its shares available indefinitely for the purchase at
the applicable net asset value per share by the Trust and its Portfolios on
those days on which the Series calculates its net asset value pursuant to the
rules of the SEC, and the Series shall use its best efforts to calculate such
net asset value on each day on which the NYSE is open for trading. The Series
shall make the net asset value per share for each of the Funds available to the
Trust on a daily basis as soon as reasonably practical after the Series
calculates its net asset value per share, and the Series shall use its best
efforts to make such net asset value per share available by 6:30 p.m. Eastern
time. The Series is responsible for maintaining net asset values for the Funds
in accordance with the requirements of the 1940 Act and its current prospectus.
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.
8. (a) The Series reserves the right to suspend or terminate sales of the
Series' shares to the Trust and the Portfolios if such action is required by
law, or if the Board of Trustees of the Series (the "Board") while exercising
its independent judgment and acting in good faith and in light of its fiduciary
duties under federal law and any applicable state laws, deems it necessary,
appropriate and in the best interest of the Series and its shareholders or in
response to the order of an appropriate regulatory authority.
(b) 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 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.
9. The Trust reserves the right to suspend or terminate purchases of the Series'
shares by the Trust at any time.
10. Transfer of the Series' shares will be by book entry only. No stock
certificates will be issued to the Portfolios or the Trust. Shares ordered from
a particular Fund will be recorded by CRMC or the Series' transfer agent as
instructed by the Trust in an appropriate title for the corresponding Portfolio.
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11. The Series shall furnish notice promptly to the Trust of any dividend or
distribution payable on any shares of the Series held by the Portfolios. The
Trust hereby elects to receive all such dividends and distributions as are
payable on shares of a Fund recorded in the title for the corresponding
Portfolio in additional shares of that 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.
12. 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 in accordance with applicable federal and state securities
laws prior to their purchase by the Trust for the Portfolios. The Series shall
bear the expenses for the cost of registration of its shares, preparation of
Series' prospectuses to be sent to existing Contract owners (where applicable),
proxy materials and reports, the printing and distribution of such items to
shareholders, 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.
13. Insurance Company and the Trust shall each pay all expenses incidental to
their respective performance under this Agreement. Insurance Company and the
Trust shall each bear their respective expenses for the cost of preparation and
delivery of the Series', Contract and Trust prospectuses to be sent to
prospective Contract owners.
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, in such printed information subsequently
issued on behalf of the Series or the other funds managed by CRMC as
supplemental to the appropriate Fund prospectus.
15. Shares of the Series may be offered to separate accounts of various
insurance companies in addition to the Trust and otherwise in accordance with
the Mixed and Shared Funding Order. Shares of the Series shall be sold only to
investors permitted by Treas. Reg. Section 1.817-5(f).
16. The Series hereby notifies Insurance Company 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. The Series agrees to diversify the various Funds of the Series in accordance
with the requirements of Section 817(h) of the Code relating to the
diversification requirements for variable annuity, endowment and life insurance
contracts. If for any reason the Series fails to diversify the Funds in
accordance with Section 817(h) of the Code, the Series and CRMC will immediately
notify the Insurance Company and the Trust of such failure, and the Series shall
use its best efforts to immediately comply with such diversification
requirements and in this regard time is of the essence.
18. 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
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18. Insurance Company agrees to indemnify and hold the Series and CRMC harmless
against any and all losses, claims, expenses, damages, or liabilities (including
legal and other expenses) to which the Series and 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 arise as
a result of Insurance Company's:
(a) making untrue statements of material facts or omitting material facts
in the Contracts' registration statements, prospectuses or sales
literature;
(b) making untrue statements of material facts that the Series includes in
its materials, provided the Series relies on information supplied by
Insurance Company;
(c) unlawful conduct by Insurance Company with respect to the sale of the
Contracts, Portfolios or Fund shares; and
(d) material breach of this Agreement or a representation or warranty;
19. The Trust and MIA each agrees to indemnify and hold the Series and CRMC
harmless against any and all losses, claims, expenses, damages, or liabilities
(including legal and other expenses) to which the Series and 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
arise as a result of the Trust's:
(a) making untrue statements of material facts or omitting material facts
in the Trust's registration statements, prospectuses or sales
literature;
(b) making untrue statements of material facts that the Series includes in
their materials, provided the Series relies on information supplied by
the Trust;
(c) unlawful conduct by the Trust with respect to the sale of the
Portfolios; and
(d) the Trust's or MIA's material breach of this Agreement or a
representation or warranty;
20. The Series and CRMC each agrees to indemnify and hold Insurance Company, the
Trust, MIA and any affiliate, control person, shareholder, director, officer or
employee of Insurance Company (collectively, "Insurance Company Affiliates")
harmless against any and all losses, claims, expenses, damages, or liabilities
(including legal and other expenses) to which such Insurance Company Affiliate
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 arise as a result of:
(a) the Series' or CRMC's making untrue statements of material facts or
omitting material facts in the Series' registration statement,
prospectus or sales literature;
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(b) the Series' or CRMC's making untrue statements of material facts that
a Insurance Company Affiliate includes in its materials, provided such
Insurance Company Affiliate relies on information supplied by the
Series;
(c) the Series' or CRMC's unlawful conduct with respect to the sale of the
Contracts, Portfolios or Fund shares;
(d) the Series' or CRMC's material breach of this Agreement or any
representation or warranty set forth in this Agreement;
21. The Trust, MIA, the Series and CRMC each acknowledge that it understands the
terms and conditions of the Order, a copy of which is attached as Appendix C,
and that each shall each comply with the terms and conditions of the Order and
adopt such procedures as may be necessary to comply with such terms and
conditions.
23. 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) at the option of Insurance Company or the Trust, immediately upon
written notice;
(b) by the Series or CRMC upon six months' written notice to Insurance
Company and the Trust;
(c) by mutual agreement at any time.
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.
24. 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
facsimile (with written confirmation 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 facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by notice to the other
parties):
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IF TO THE 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
IF TO CRMC:
Capital Research and Management Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President and Legal Counsel,
Fund Business Management Group, and Secretary
Facsimile No.: 000-000-0000
IN EITHER CASE 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
IF TO INSURANCE COMPANY:
MetLife Investors USA Insurance Company,
MetLife Investors Insurance Company, and
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, Xxxxxxxxxx, 00000
Attention: Xxxxxxxxx Forget, President
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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
25. If this Agreement terminates, any provision of this Agreement necessary to
the orderly windup of business under it will remain in effect as to such
business, after termination.
26. 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, Insurance Company, on behalf of itself and the Accounts, the Trust
and MIA 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. Insurance Company, the Trust and MIA also agree that the
obligations of each Fund hereunder shall be several and not joint, in accordance
with its proportionate interest hereunder, and Insurance Company and the Trust
agree not to proceed against any Fund for the obligations of another Fund.
27. The obligations of the Trust under this Agreement are not binding upon any
of the Trustees, officers, employees or shareholders (except Insurance Company
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. The Series and CRMC also agree that the
obligations of each Portfolio hereunder shall be several and not joint, in
accordance with its proportionate interest hereunder, and the Series and CRMC
agree not to proceed against any Portfolio for the obligations of another
Portfolio.
28. This Agreement shall be construed in accordance with the laws of the State
of California and subject to the provisions of all applicable federal securities
laws and the terms shall be construed in accordance therewith.
29. 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 party hereto, with such consent not to be
unreasonably withheld. 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.
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30. In addition to any provision of this Agreement which specifically states
that it survives termination of this Agreement, the following Paragraphs shall
survive any termination hereof: 12, 13, 17-20 and 24-30.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested as of the date first above written.
AMERICAN FUNDS INSURANCE SERIES
Attest: By:
--------------------------------------------
Its: Secretary
----------------------------
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its: Vice President and Secretary
----------------------------
METLIFE INVESTORS USA INSURANCE COMPANY
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
METLIFE INVESTORS INSURANCE COMPANY
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
FIRST METLIFE INVESTORS INSURANCE COMPANY
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
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METROPLITAN LIFE INSURANCE COMPANY
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
NEW ENGLAND LIFE INSURANCE COMPANY
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
METLIFE INSURANCE COMPANY OF CONNECTICUT
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
MET INVESTORS SERIES TRUST
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
MET INVESTORS ADVISORY, LLC
Attest: By: /s/ Authorized Officer
--------------------------------------------
Its
--------------------------------------------
----------------------------
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APPENDIX A - LIST OF THE TRUST PORTFOLIOS
AMERICAN FUNDS MODERATE ALLOCATION PORTFOLIO
AMERICAN FUNDS BALANCED ALLOCATION PORTFOLIO
AMERICAN FUNDS GROWTH ALLOCATION PORTFOLIO
00
XXXXXXXX X - LIST OF FUNDS AVAILABLE TO THE PORTFOLIOS
BLUE CHIP INCOME AND GROWTH FUND
BOND FUND
CASH MANAGEMENT FUND
GLOBAL BOND FUND
GLOBAL DISCOVERY FUND
GLOBAL GROWTH FUND
GLOBAL GROWTH AND INCOME FUND
GROWTH FUND
GROWTH-INCOME FUND
GROWTH SMALL CAPITALIZATION FUND
HIGH-INCOME BOND FUND
INTERNATIONAL FUND
NEW WORLD FUND
U.S. GOVERNMENT/AAA-RATED SECURITIES FUND
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APPENDIX C - THE ORDER
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