PRINCIPAL UNDERWRITING AGREEMENT
BETWEEN
METROPOLITAN TOWER LIFE INSURANCE COMPANY
AND
METLIFE INVESTORS DISTRIBUTION COMPANY
This Principal Underwriting Agreement (hereinafter referred to as the
"Agreement") is made effective as of the _____ day of May, 2018, by and between
METROPOLITAN TOWER LIFE INSURANCE COMPANY ("Met Tower"), a stock life insurance
company originally incorporated under the laws of the State of Delaware in 1982
and currently subject to the laws of the State of Nebraska, and METLIFE
INVESTORS DISTRIBUTION COMPANY ("MLIDC" or the "Principal Underwriter"), a
corporation organized in the State of Missouri. MLIDC is an indirect,
wholly-owned subsidiary of MetLife, Inc., a publicly-traded company
("MetLife"). Met Tower is a direct wholly-owned subsidiary of MetLife. MLIDC
and Met Tower each have their principal office located at 000 Xxxx Xxxxxx, Xxx
Xxxx, XX 00000. MLIDC and Met Tower are herein sometimes referred to
individually as a "party" and collectively as the "parties."
WHEREAS, Met Tower is licensed to issue certain insurance products
("Products," or each, a "Product"), including, but not limited to, variable
annuity contracts and variable life insurance policies, which are funded by and
offered through separate accounts ("Separate Accounts," or each, a "Separate
Account") that are registered as unit investment trusts with the Securities and
Exchange Commission ("SEC") under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, MLIDC is a broker-dealer registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and a member in good standing of
the Financial Industry Regulatory Authority, Inc. ("FINRA");
WHEREAS, Met Tower and MLIDC desire to enter into this Agreement, pursuant
to which MLIDC will distribute (as requested) and act as the principal
underwriter with respect to the Products and provide related services, all as
more particularly described herein; and
WHEREAS, this Agreement is intended to and shall amend and restate any and
all prior agreements as to the subject matter of this Agreement, including, but
not limited to, the distribution of the Products.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
APPOINTMENT; DISTRIBUTION AND UNDERWRITING SERVICES
1. Met Tower hereby appoints MLIDC, during the term of this Agreement,
subject to the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act") and the 1940 Act and provisions of the Exchange
Act, to be the distributor and principal underwriter for the Products issued
through the Separate Accounts. MLIDC accepts such appointment and agrees to act
as the distributor of the Products in accordance with specific
instructions (if any) from Met Tower pertaining thereto, and as the principal
underwriter for the Products, subject to the terms and conditions hereof. MLIDC
shall at all times function as and be deemed to be an independent contractor
and nothing herein shall be construed as designating MLIDC or its agents,
officers, or employees as agents, officers, or employees of Met Tower solely by
virtue of their activities in connection with MLIDC's services concerning the
Products hereunder. MLIDC shall distribute the Products and provide the
services hereunder in accordance with (i) applicable laws, including the rules
of FINRA; (ii) the terms set by Met Tower; and (iii) the provisions of the
applicable prospectus or disclosure document concerning the Product.
2. The Principal Underwriter shall provide general sales and distribution
services in respect of the Products, subject to such instructions or guidelines
as may be specified by Met Tower from time to time.
3. Anything in this Agreement to the contrary notwithstanding, Met Tower
retains the ultimate right to control the offer and sale of the Products,
including the right to suspend sales in any jurisdiction or jurisdictions, to
appoint and discharge agents of Met Tower, or to refuse to sell a Product to
any applicant for any reason whatsoever, provided that any sales suspension or
withdrawal shall not affect the Principal Underwriter's right to any
representations, warranties or covenants under this Agreement with respect to
distribution services occurring prior thereto. Met Tower shall promptly notify
the Principal Underwriter in the event there is a change in or modification to
the qualifications of the Products to be offered or sold in any of the states
or jurisdictions. Further, the Principal Underwriter and its representatives
shall not have authority, on behalf of Met Tower to: make, alter, or discharge
any Product; to waive any Product forfeiture provision; to extend the time of
paying any premium; or to receive any monies or premiums. The Principal
Underwriter shall not expend, nor contract for the expenditure of, the funds of
Met Tower. The Principal Underwriter shall not possess or exercise any
authority on behalf of Met Tower other than that expressly conferred on the
Principal Underwriter by this Agreement. The Principal Underwriter shall be
held to the exercise of reasonable care in carrying out the provisions of this
Agreement.
4. To the extent necessary to distribute the Products, the Principal
Underwriter shall be duly registered or otherwise qualified under all
applicable securities laws of any state or other jurisdiction in which the
Principal Underwriter is licensed or otherwise authorized to distribute the
Products, if required. The Principal Underwriter shall be responsible for the
training, supervision, and control of its representatives for the purpose of
the FINRA Conduct Rules and all applicable federal and state securities law
requirements.
5. Met Tower hereby authorizes the Principal Underwriter to enter into or
renew, as applicable, separate written agreements, on such terms and conditions
not inconsistent with this Agreement, with one or more organizations or
intermediaries which agree to participate in any such requested the
distribution of the Products, or as necessary to continue to pay trial
commissions or make other authorized payments to selling firms under Products
that have been issued as the effective date of this Agreement. Such
intermediaries (hereafter
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"Intermediaries" or individually, an "Intermediary") shall be both registered
as a broker-dealer under the Exchange Act and a member in good standing of
FINRA or be exempt from such registration and FINRA membership requirements as
a broker-dealer under the Exchange Act and FINRA rules. Each Intermediary and
its agents or representatives soliciting applications for Products shall be
duly and appropriately licensed, registered or otherwise qualified for the sale
of such Products under the insurance laws and any applicable blue-sky laws of
each state or other jurisdiction in which Met Tower is licensed to sell the
Products.
REPRESENTATIONS OF PRINCIPAL UNDERWRITER
6. The Principal Underwriter represents and warrants that it is, and
during the term of this Agreement shall remain, registered as a broker-dealer
under the Exchange Act, admitted as a member in good standing with FINRA, and
duly registered under applicable state securities laws, and that the Principal
Underwriter is and shall remain during the term of this Agreement in compliance
with Section 9(a) of the 1940 Act.
MARKETING MATERIALS; EXPENSES
7. MARKETING MATERIALS; PREPARATION AND FILING. Met Tower shall design and
develop all promotional, sales, and advertising material relating to the
Products and any other marketing-related documents for use in the offer and
sale of the Products, subject to review and approval by the Principal
Underwriter of such material and documents in accordance with applicable laws.
The Principal Underwriter shall be responsible for filing such material with
FINRA and any state securities regulatory authorities requiring such filings.
Met Tower shall be responsible for filing all promotional, sales, or
advertising material, as required, with any state insurance regulatory
authorities. Met Tower shall be responsible for preparing and maintaining the
Product forms and filing them with applicable state insurance regulatory
authorities, and for preparing and maintaining the prospectuses and
registration statement for the Products and filing them with the SEC and state
regulatory authorities, to the extent required. Met Tower warrants that the
prospectuses and registration statements for the Products contain no
intentional misstatements or omissions of material fact. The Principal
Underwriter shall notify Met Tower promptly of any comments provided by the
SEC, FINRA, or any securities or insurance regulatory authority on any
materials described above, and will cooperate in resolving and implementing any
comments, as applicable. The Principal Underwriter shall not use any materials
that have not been approved by Met Tower.
8. Met Tower shall pay or cause to be paid expenses of any registration or
qualification of the Products for sale under federal securities laws and, if
applicable, the securities or insurance laws of any state or other
jurisdiction, if applicable.
9. Met Tower shall arrange for the payment of commissions directly to
those Intermediaries who sell Products under agreements entered into pursuant
to paragraph 5 hereof, in amounts as may be agreed to by Met Tower and
specified in such written agreements.
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10. REIMBURSEMENT AND COMPENSATION. Met Tower agrees to reimburse the
Principal Underwriter for direct expenses incurred by the Principal Underwriter
on behalf of Met Tower. Such direct expenses shall include, but not be limited
to, (a) commissions and trail commissions payable under selling agreements in
connection with the Products among Intermediaries, Met Tower and the Principal
Underwriter, (b) the costs of goods and services purchased from outside
vendors, (c) travel expenses and (d) state and federal regulatory fees incurred
on behalf of Met Tower. The Principal Underwriter shall present a statement
after the end of each quarter with respect to expense reimbursement as provided
in this Section 10 and the apportionment of other services rendered and the
direct expenses incurred in connection therewith. Settlements are due and
payable quarterly in arrears within thirty (30) days of presentation of a
statement. The Principal Underwriter agrees that its compensation for services
rendered hereunder shall be limited to reimbursement of actual expenses.
BOOKS AND RECORDS; REPORTS
11. Met Tower, each Separate Account, and the Principal Underwriter shall
cause to be maintained and preserved all books of account and related financial
records as are required of it by applicable laws and regulations. The books,
accounts and records of Met Tower, the Separate Account and the Principal
Underwriter shall be maintained so as to clearly and accurately disclose the
nature and details of the transactions. All records maintained by Met Tower in
connection with this Agreement shall be maintained and held by Met Tower on
behalf of, and as agent for, the Principal Underwriter, whose property they are
and shall remain, and such books and records will at all times be subject to
inspection by authorized representatives of the SEC and FINRA. Met Tower shall
have access to all records maintained in connection with the Products.
12. The Principal Underwriter shall keep confidential any information
obtained pursuant to this Agreement and shall disclose such information only if
Met Tower has authorized such disclosure or if such disclosure is expressly
required by applicable federal or state regulatory authorities, legal process,
subpoena, or court order.
13. Met Tower, as agent for the Principal Underwriter, shall confirm to
each purchaser of a Product, in accordance with Rule 10b-10 under the Exchange
Act, acceptance of premiums and such other transactions as are required by and
in accordance with Rule 10b-10 and administrative interpretations thereunder.
14. The Principal Underwriter shall cause Met Tower and each Separate
Account to be furnished with such reports as either or both may reasonably
request for the purpose of meeting reporting and record keeping requirements
under the 1933 Act, the Exchange Act, and the 1940 Act and rules thereunder, as
well as the insurance laws of the state of [New York] and any other applicable
states or jurisdictions.
15. The Principal Underwriter and Met Tower shall submit to all regulatory
and administrative bodies having jurisdiction over the present and future
operations of each
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Separate Account, any information, reports, or other material which any such
body by reason of this Agreement may request or require pursuant to applicable
laws or regulations.
MAINTAINING REGISTRATIONS AND APPROVALS
16. Met Tower shall be responsible for maintaining the registration of the
Products with the SEC and any state securities regulatory authority with which
such registration is required, and for gaining and maintaining approval of the
Product forms where required under the insurance laws and regulations of each
state or other jurisdiction in which the Products are to be offered.
INVESTIGATIONS AND PROCEEDINGS
17. Each party hereto shall advise the other promptly of (i) any action of
the SEC or any authorities of any state or territory, of which it has
knowledge, affecting registration or qualification of each Separate Account and
the Products, or the right to offer the Products for sale, and (ii) the
happenings of any event that makes untrue any statement or which requires the
making of any change, in the registration statement or prospectus for the
Products in order to make the statements therein not misleading.
18. Met Tower, the Principal Underwriter and each Separate Account agree
to cooperate fully in any regulatory inspection, inquiry, investigation, or
proceeding or any judicial proceeding with respect to Met Tower, each Separate
Account, or the Principal Underwriter, their affiliates and their
representatives to the extent that such inspection, inquiry, investigation, or
proceeding is in connection with the Products distributed under this Agreement.
GENERAL PROVISIONS
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19. RIGHTS, REMEDIES, ETC. ARE CUMULATIVE. 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. Failure of either
party to insist upon strict compliance with any of the conditions of this
Agreement shall not be construed as a waiver of any of the conditions, but the
same shall remain in full force and effect. No waiver of any of the provisions
of this Agreement shall be deemed, or shall constitute, a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.
20. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that this
Agreement, including the services provided by the Principal Underwriter
hereunder and the arrangements described herein, is intended to be
non-exclusive, and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
21. SUCCESSORS AND ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
permitted assigns;
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PROVIDED, HOWEVER, that neither this Agreement nor any rights, privileges,
duties or obligations of the parties hereunder may be assigned by a party
without the prior written consent of the other party to this Agreement.
22. TERMINATION. This Agreement shall terminate automatically: (a) if the
Agreement is assigned without the prior written consent of the other party; or
(b) in the event that the Principal Underwriter ceases to be a registered
broker-dealer under the Exchange Act and/or a member in good standing of FINRA.
This Agreement may be terminated: (a) at any time by mutual consent of the
parties; (b) at any time, for any reason, by either party on sixty (60) days'
written notice to the other party; or (c) by either party if the other party
materially breaches any of the terms of this Agreement and fails to cure the
breach within thirty (30) days of notification by the other party of such
breach. Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligation to settle accounts, including
commissions for Products (if applicable) in effect at the time of termination.
The parties agree to cooperate and give reasonable assistance to one another in
effecting an orderly transition following termination.
23. REGULATION. This Agreement shall be subject to the provisions of the
1940 Act, the Securities Act, and the Exchange Act and the rules, regulations
and rulings thereunder, including such exemptions from the 1940 Act as the SEC
may grant, and to the applicable rules and regulations of FINRA, from time to
time in effect, and the terms hereof shall be interpreted and construed in
accordance therewith.
24. SEVERABILITY. If any provision or portion of any provision of this
Agreement is held to be or made invalid, illegal or unenforceable by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby, and this Agreement will be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision or portion of
any provision has never been contained herein.
25. GOVERNING LAW. This Agreement and any dispute arising hereunder shall
be interpreted, construed and enforced in accordance with the laws of the State
of New York, without reference to any conflict of laws provisions that would
cause the application of laws of any jurisdiction other than those of the State
of New York.
26. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties, and supersedes in all respects any other prior agreements
between the parties hereto with respect to the subject matter in this
Agreement, including, but not limited to, the distribution of the Products.
27. AMENDMENTS. This Agreement may be amended from time to time by mutual
agreement and consent of the undersigned parties, provided such amendment is in
writing and duly executed.
28. FORCE MAJEURE. Either party may be excused, and no party shall be
liable, for a delay in performance or a failure to perform its obligations in
whole or in part due to causes
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reasonably beyond the control of such party, including, without limitation, war
or act of war, terrorism, insurrection, riot or civil commotion, act of public
enemy, flood or other act of God, and any such delay or failure shall not be
considered a breach of this Agreement. Notwithstanding the foregoing, FORCE
MAJEURE will not include an event which a party should reasonably be able to
prevent or overcome by the exercise of due diligence, including, but not
limited to, by the implementation or exercise of a commercially reasonable
disaster recovery plan.
29. CAPTIONS. Captions in this Agreement are included for convenience or
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
30. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
be deemed one and the same agreement. Each party may deliver its signed
counterpart of this Agreement to the other party by means of electronic mail or
any other electronic medium utilizing image scan or similar technology, and
such delivery will have the same legal effect as hand delivery of an originally
executed counterpart.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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[SIGNATURE PAGE TO PRINCIPAL UNDERWRITING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
METROPOLITAN TOWER LIFE INSURANCE
COMPANY
BY: ______________________________
NAME: _______________
TITLE: _____________
DATE: ____________________________
METLIFE INVESTORS DISTRIBUTION
COMPANY
BY: ______________________________
NAME: _______________
TITLE: _____________
DATE: ____________________________
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