AMENDMENT NO. 9 TO FUND PARTICIPATION AGREEMENT
JANUS ASPEN SERIES
(INSTITUTIONAL AND SERVICE SHARES)
This Amendment (the "Amendment") to the Agreement (as defined below) is made
as of November 17, 2014 between Janus Aspen Series, an open-end management
investment company organized as a Delaware statutory trust (the "Trust"), and
MetLife Insurance Company USA, formerly known as MetLife Insurance Company of
Connecticut, a life insurance company organized under the laws of the State of
Delaware (the "Company").
BACKGROUND
----------
A. The Trust and the Company are parties to a Fund Participation Agreement
dated May 1, 2000, as amended (the "Agreement").
B. Effective following the close of business on November 14, 2014, MetLife
Investors USA Insurance Company ("MLI USA") will merge into the Company. The
Company's name will then change to MetLife Insurance Company USA.
C. The parties wish to amend the Agreement as set forth below.
AMENDMENT
---------
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. The name of the Company in the Agreement shall change from MetLife
Insurance Company of Connecticut to MetLife Insurance Company USA.
2. Institutional Shares shall be added to the Agreement. All references in
the Agreement to "Shares" shall now refer to Institutional and Service Shares.
3. Schedule A of the Agreement shall be deleted in its entirety and replaced
with the Schedule A attached hereto.
4. The Fund Participation Agreement between the Trust and MLI USA dated
December 1, 1997, as amended, shall terminate as of the effective date of this
Amendment.
5. The following shall be added to the end of Section 1.7 of the Agreement:
"If the Trust provides the Company with materially incorrect share net
asset value information, the Trust shall make an adjustment to the number of
shares purchased or redeemed for the Accounts to reflect the correct net asset
value per share. The Trust shall make the determination as to whether an error
in net asset value has occurred and is a material error in accordance with its
own internal policies, which are consistent with SEC materiality guidelines.
Any material error in the calculation or reporting of net asset value per
share, dividend or capital gains information shall be reported promptly upon
discovery to the Company."
6. The following shall be added to the end of Article I:
"1.10 (a) All orders accepted by the Company shall be subject to the
terms of the then current prospectus of each Portfolio, including without
limitation, policies regarding excessive trading. The Company shall use its
best efforts, and shall reasonably cooperate with, the Trust to enforce stated
prospectus policies regarding transactions in Shares, particularly those
related to excessive trading and short-term trading. The Company acknowledges
that orders accepted by it in violation of the Trust's stated policies may be
subsequently revoked or cancelled by the Trust and that the Trust shall not be
responsible for any losses incurred by the Company or Contract or Account as a
result of such cancellation. The Trust or its agent shall notify the Company of
such cancellation prior to 12:00 p.m. Eastern Time on the next following
Business Day after any such cancellation.
(b) The Company acknowledges and agrees that all orders for Shares
are subject to acceptance or rejection by the Trust in its sole discretion and
the Trust may, in its discretion and without notice, suspend or withdraw the
sale of Shares of any Fund, including the sale of such Shares to the Company
for the account of any Contract owner. In addition, the Company acknowledges
that the Trust has the right to refuse any purchase order for any reason,
particularly if the Trust determines that a Portfolio would be unable to invest
the money effectively in accordance with its investment policies or would
otherwise be adversely affected due to the size of the transaction, frequency
of trading by the account or other factors.
1.11 The Company certifies that it is following all relevant rules and
regulations, as well as internal policies and procedures, regarding "forward
pricing" and the handling of mutual fund orders on a timely basis. As evidence
of its compliance, the Company shall:
(a) permit the Trust or its agent to audit its operations, as well as
any books and records preserved in connection with its provision of services
under this Agreement; or
(b) provide the Trust with the results of a Statement on Standards
for Attestation Engagements No. 16 (SSAE-16) review or similar report of
independent auditors upon request; or
(c) provide, upon request, certification to the Trust that it is
following all relevant rules, regulations, and internal policies and procedures
regarding "forward pricing" and the handling of mutual fund orders on a timely
basis."
7. The following shall be added to the end of Article III:
"3.12 The Company is, and shall carry out its activities under this
Agreement, in compliance with all applicable anti-money laundering laws, rules
and regulations including, but not limited to, the U.S.A. PATRIOT Act of 2001,
P.L. 107-56. The Company further represents
that it has policies and procedures in place to detect money laundering and
terrorist financing, including the reporting of suspicious activity.
3.13 The Company is a "financial intermediary" as defined by Rule 22c-2
of the 1940 Act (the "Rule"), and has entered into an appropriate agreement
with the Trust or one of its affiliates pursuant to the requirements of The
Rule."
8. Article VII shall be revised as follows:
"If to the Trust:
Janus Aspen Series
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Legal Counsel
If to the Company:
MetLife
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Law Department"
9. The Agreement, as amended by this Amendment, is ratified and confirmed.
10. This Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
JANUS ASPEN SERIES METLIFE INSURANCE COMPANY USA
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------- ---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
Schedule A
----------
Separate Accounts and Associated Contracts
------------------------------------------
SEPARATE ACCOUNTS PRODUCTS
-------------------------------------- --------------------------------------
MetLife of CT Separate Account Eleven Gold Track
for Variable Annuities Gold Track Select
Gold Track Select - NY Plans
Marquis Portfolios
MetLife Retirement Account
Universal Annuity
Universal Annuity Advantage
Universal Select Annuity
Vintage Access
Vintage II
Vintage II (Series II)
Vintage 3
Vintage L
Vintage XTRA
Vintage XTRA (Series II)
MetLife of CT Separate Account QPN Blueprint I Unregistered
for Variable Annuities Blueprint II Unregistered
MetLife Retirement Perspectives
PrimeBuilder I Unregistered
PrimeBuilder II Unregistered
Unallocated Group Variable Annuity
Unregistered Gold Track
Unregistered Gold Track Express
Unregistered Gold Track VSP
MetLife of CT Fund UL for Variable MarketLife
Life Insurance Variable Life
Variable Life Accumulator
Variable Life Accumulator (Series II)
Variable Life Accumulator (Series III)
Variable Survivorship Life
Variable Survivorship Life II
MetLife of CT Fund UL III for Variable COLI 1
Life Insurance COLI 2000
COLI III
COLI IV
Corporate Select
MetLife of CT Separate Account CPPVUL1 COLI PPVL
MetLife Investors USA Separate Group Flexible Payment Variable
Account A Annuity (Sunshine SF 236)
