NINTH AMENDMENT TO THE
PARTICIPATION AGREEMENT
This Amendment, dated as of November 19, 2014, amends the Participation
Agreement (the "Agreement") dated the 1st day of October, 1999, by and among
METLIFE INSURANCE COMPANY USA (fka MetLife Insurance Company of Connecticut,
"Insurance Company"), on behalf of itself and certain of its separate accounts;
AMERICAN FUNDS INSURANCE SERIES (the "Series"); AMERICAN FUNDS DISTRIBUTORS,
INC. ("AFD"); 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, Insurance Company, Series, AFD 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:
Series agrees to make Class 1, Class 2 and Class 4 shares of the Funds
listed on Appendix C available to the Contracts. Insurance Company
agrees to give 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. AFD reserves the right
to approve any proposed addition by the Insurance Company. Insurance
Company 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 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 of the Agreement:
During the term of this Agreement, Insurance Company shall perform the
administrative services ("Services") set forth on Appendix D 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 Insurance Company performing the Services, the
Series agrees to pay Insurance Company 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
Insurance Company'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. Insurance Company represents to the Series and CRMC that it will
not receive compensation for the Services from contractholder fees or
any other source.
The Insurance Company, directly or through subcontractors (including a
designated affiliate), shall provide the certain services described in
this Agreement in respect of Separate Accounts holding Class 1 and/or
Class 2 shares on behalf of AFD and the Funds in connection with the
sale and servicing of the Contracts. The services to be provided by the
Insurance Company 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 the Insurance Company and
shall not be the responsibility of AFD or any of its affiliates.
3. The attached Appendix D 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.
METLIFE INSURANCE COMPANY USA (ON BEHALF
OF ITSELF AND EACH ACCOUNT)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
AMERICAN FUNDS INSURANCE SERIES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and
Principal Executive Officer
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and Secretary
Approved for Signature [MCJT]
by CRMC Legal Dept.
APPENDIX D
ADMINISTRATIVE SERVICES
1. Periodic Reconciliation. Insurance Company shall provide the Funds with
----------------------- sufficient information to allow for the periodic
reconciliation of outstanding units of Insurance Company separate accounts and
shares of the Funds.
2. Record Maintenance. To facilitate the reconciliation activities described
------------------
in Section 4, Insurance Company 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. Insurance Company shall respond to inquiries from
---------------- Contract owners regarding the Funds, including questions
about the Funds' objectives and investment strategies.
4. Shareholder Communications. Insurance Company shall provide for the
-------------------------- delivery of 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. Insurance Company shall respond to inquiries from
Contract owners relating to the services provided by it and inquiries relating
to the Funds.
5. Transactional Services. Insurance Company shall (a) communicate to the
---------------------- Funds' 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. Insurance Company shall provide to the Separate
----------------- Accounts and Contract owners such other information as
shall be required under applicable law and regulations.