AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
MetLife Investors USA Insurance Company
MetLife Investors Distribution Company
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), MetLife Investors USA Insurance Company (the "Company" or
"you"), and MetLife Investors Distribution Company, your distributor, on your
behalf and on behalf of certain Accounts, have previously entered into a
Participation Agreement dated November 1, 2005 (the "Agreement"). The parties
now desire to amend the Agreement in this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
A M E N D M E N T
_________________
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Section 2.3.2 is amended and restated in its entirety as follows:
"2.3.2 Each investment adviser (each, an "Adviser") of a Portfolio, as
indicated in the current prospectus of the Portfolio, is duly registered as
an investment adviser under the Investment Advisers Act of 1940, as amended
or exempt from such registration."
2. Schedules B, C, D and F of the Agreement are deleted and replaced in their
entirety with the Schedules B, C, D and F attached hereto, respectively.
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
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IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers
to execute this Amendment effective as of April 30, 2007.
The Trust: Franklin Xxxxxxxxx Variable Insurance
Products Trust
ONLY ON BEHALF OF
EACH PORTFOLIO LISTED
ON SCHEDULE C OF By: /s/ Xxxxx X. Xxxxxxxx
THE AGREEMENT. -------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: Franklin/Xxxxxxxxx Distributors, Inc.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
The Company: MetLife Investors USA Insurance Company
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
The Distributor: MetLife Investors Distribution Company
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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SCHEDULE B
ACCOUNTS OF THE COMPANY
SEC REGISTRATION
NAME OF ACCOUNT YES/NO
--------------- ----------------
MetLife Investors USA Separate Account A Yes
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Income Securities Fund - Class 2
2. Franklin Small Cap Value Securities Fund - Class 2
3. Mutual Shares Securities Fund - Class 2
4. Xxxxxxxxx Developing Markets Securities Fund - Class 2
5. Xxxxxxxxx Foreign Securities Fund - Class 2
6. Xxxxxxxxx Global Income Securities Fund - Class 2
7. Xxxxxxxxx Growth Securities Fund - Class 2
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SCHEDULE D
CONTRACTS OF THE COMPANY
1. Marquis
2. PrimElite III
3. PrimElite IV
4. Vintage VA, L and XC
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SCHEDULE F
RULE 12B-1 PLANS OF THE TRUST
COMPENSATION
____________
Each Class 2 Portfolio named on Schedule C of this Agreement is eligible to
receive a maximum annual payment rate of 0.25% stated as a percentage per year
of that Portfolio's Class 2 average daily net assets, pursuant to the terms and
conditions referenced below under its Class 2 Rule 12b-l Distribution Plan.
AGREEMENT PROVISIONS
____________________
If the Company, on behalf of any Account, purchases Trust Portfolio shares
("Eligible Shares") that are subject to a Rule 12b-l plan adopted under the
1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily
intended to assist in the promotion, distribution or account servicing of
Eligible Shares ("Rule 12b-l Services") or variable contracts offering Eligible
Shares, the Underwriter, the Trust or their affiliates (collectively, "we") may
pay you a Rule 12b-l fee. "Rule 12b-l Services" may include, but are not
limited to, printing of prospectuses and reports used for sales purposes,
preparing and distributing sales literature and related expenses,
advertisements, education of dealers and their representatives, and similar
distribution-related expenses, furnishing personal services to owners of
Contracts which may invest in Eligible Shares ("Contract Owners"), education of
Contract Owners, answering routine inquiries regarding a Portfolio,
coordinating responses to Contract Owner inquiries regarding the Portfolios,
maintaining such accounts or providing such other enhanced services as a Trust
Portfolio or Contract may require, or providing other services eligible for
service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-l fees, shall be based on the value
of Eligible Shares owned by the Company on behalf of its Accounts, and shall be
calculated on the basis and at the rates set forth in the compensation
provision stated above. The aggregate annual fees paid pursuant to each Plan
shall not exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of
its Accounts (determined in the same manner as the Portfolio uses to compute
its net assets as set forth in its effective Prospectus). The Rule 12b-l fee
will be paid to you within thirty (30) days after the end of the three-month
periods ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be requested
by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-1
fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for
their review on a quarterly basis, a written report of the amounts expended
under the Plans and the purposes for which such expenditures were made.
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The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Trustees, including the Trustees who are not
interested persons of the Trust and who have no financial interest in the Plans
or any related agreement ("Disinterested Trustees"). Each Plan may be
terminated at any time by the vote of a majority of the Disinterested Trustees,
or by a vote of a majority of the outstanding shares as provided in the Plan,
on sixty (60) days' written notice, without payment of any penalty. The Plans
may also be terminated by any act that terminates the Underwriting Agreement
between the Underwriter and the Trust, and/or the management or administration
agreement between Franklin Advisers, Inc. and its affiliates and the Trust.
Continuation of the Plans is also conditioned on Disinterested Trustees being
ultimately responsible for selecting and nominating any new Disinterested
Trustees. Under Rule 12b-l, the Trustees have a duty to request and evaluate,
and persons who are party to any agreement related to a Plan have a duty to
furnish, such information as may reasonably be necessary to an informed
determination of whether the Plan or any agreement should be implemented or
continued. Under Rule 12b-l, the Trust is permitted to implement or continue
Plans or the provisions of any agreement relating to such Plans from
year-to-year only if, based on certain legal considerations, the Trustees are
able to conclude that the Plans will benefit each affected Trust Portfolio and
class. Absent such yearly determination, the Plans must be terminated as set
forth above. In the event of the termination of the Plans for any reason, the
provisions of this Schedule F relating to the Plans will also terminate. You
agree that your selling agreements with persons or entities through whom you
intend to distribute Contracts will provide that compensation paid to such
persons or entities may be reduced if a Portfolio's Plan is no longer effective
or is no longer applicable to such Portfolio or class of shares available under
the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the assets of the Trust and no person shall seek
satisfaction thereof from shareholders of the Trust. You agree to waive payment
of any amounts payable to you by Underwriter under a Plan until such time as
the Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency. You agree to provide complete disclosure as required by all
applicable statutes, rules and regulations of all rule 12b-l fees received from
us in the prospectus of the Contracts.
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