FIRST AMENDMENT TO
PARTICIPATION AGREEMENT
THIS AMENDMENT is made this 19th day of November, 2014.
WHEREAS, METLIFE INSURANCE COMPANY USA ("Company"), ▇▇▇▇▇▇▇ & ▇▇▇▇, INC.
("W&R"), distributor for the Ivy Funds Variable Insurance Portfolios, and IVY
FUNDS VARIABLE INSURANCE PORTFOLIOS ("Ivy Funds VIP") entered into said
Participation Agreements dated September 19, 2014; and
WHEREAS, MetLife Investors Distribution Company ("MetLife Investors") is
Company's registered broker dealer; and
WHEREAS, the parties wish to add MetLife Investors as a party to the
Agreement; and
WHEREAS, the parties wish to amend the Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth herein the
Agreement shall be amended as follows:
1. MetLife Investors is hereby added as a party to the Agreement and the
defined term "Company" shall be deemed to include MetLife Investors.
2. Exhibit C of the Agreement is hereby deleted in its entirety and
replaced with the new Exhibit C, attached hereto.
3. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the Agreement.
4. All other terms and provisions of the Agreement not amended shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
▇▇▇▇▇▇▇ & ▇▇▇▇, INC. IVY FUNDS VARIBLE INSURANCE PORTFOLIOS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Executive Officer President
METLIFE INSURANCE COMPANY USA METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name:
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Title: Vice President Title:
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METLIFE INSURANCE COMPANY USA METLIFE INVESTORS DISTRIBUTION COMPANY
By: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Title: Vice President
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EXHIBIT C
Fees and Other Compensation
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Company shall provide the administrative services set out in Schedule A hereto
and made a part hereof, as the same may be amended from time to time. For such
services, W&R agrees to pay to Company as follows:
(a) Assets Under Management. Each quarter, W&R shall calculate and pay to
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MetLife Investors a fee that shall be equal to twenty-five (25) basis
points on an annualized basis, of the average daily account value of
all assets in the Portfolios in connection with the Contracts
("Aggregated Assets") provided, however, that the fee is subject to
change pursuant to the Paragraph (c) below.
(b) Assets Under Management. Each quarter, W&R shall calculate and pay to
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Company a fee that shall be equal to twenty-five (25) basis points on
an annualized basis, of the average daily account value of all assets
in the Portfolios in connection with the Contracts ("Aggregated
Assets").
(c) Changes in Law. If a change in the law or the Board of Trustees of
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Ivy Funds VIP requires a reduction in the fees paid by a pooled
investment vehicle pursuant to Rule 12b-1 of the Investment Company
Act of 1940 (or its functional equivalent), and if Ivy Funds VIP is
required to reduce the 12b-1 fees it pays that are based upon the
value of the Aggregated Assets as a result of such change in the law
or Board action, then there shall be a corresponding reduction in the
fee paid to MetLife Investors pursuant to Paragraph (a) above.
The parties to this Agreement recognize and agree that W&R's payments hereunder
are for administrative services and personal Contract Owner services (as
described in Schedule A) only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of Contracts or of
Portfolio shares, and are not otherwise related to investment advisory or
distribution services or expenses. The Company represents and warrants that the
fees to paid by W&R for services to be rendered by Company pursuant to the terms
of this Agreement are to compensate Company for providing administrative
services to Ivy Funds VIP and for providing personal services to Contract Owners
as described in Schedule A, and are not designed to reimburse or compensate
Company for providing any other services with respect to the Contracts or any
Variable Account.
