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Participation Agreement

 

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Title:

Participation Agreement

Entities:

MetLife Investors Variable Life Account Five

Date:

2001

Size:

Preview shows 7KB of 64KB total

Price:

$44

ID:

#2335712

 

 

► Compensation ► Participation Agreements

 

 

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                             PARTICIPATION AGREEMENT

Among
MET INVESTORS SERIES TRUST,
MET INVESTORS ADVISORY CORP.,
METLIFE INVESTORS DISTRIBUTION COMPANY
and
METLIFE INVESTORS INSURANCE COMPANY OF CALIFORNIA

This AGREEMENT is made and entered into as of the 12th day of February
, 2001, by and among MET INVESTORS SERIES TRUST, a business trust organized
under the laws of the State of Delaware (the "Fund"), METLIFE INVESTORS
INSURANCE COMPANY OF CALIFORNIA (the "Company") on its own behalf and on behalf
of each of its separate accounts set forth on Schedule A hereto, as amended from
time to time (each an "Account"), MET INVESTORS ADVISORY CORP. (the "Adviser")
and METLIFE INVESTORS DISTRIBUTION COMPANY (the "Underwriter").

WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 Act"); and

WHEREAS, the Fund serves as an investment vehicle underlying variable
life insurance policies and variable annuity contracts (collectively, "Variable
Insurance Products") offered by insurance companies ("Participating Insurance
Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into several
portfolios of shares, each representing the interest in a particular managed
portfolio of securities and other assets; and

WHEREAS, the Fund has applied for an order from the Securities and
Exchange Commission ("SEC") granting Participating Insurance Companies and
variable annuity and variable life insurance separate accounts exemptions from
certain provisions of the 1940 Act and certain rules and regulations thereunder,
to the extent necessary to permit shares of the Fund to be sold to and held by
both variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies (hereinafter the "Shared
Funding Exemptive Order"); and

WHEREAS, the Adviser acts as the investment adviser to each portfolio
of the Fund and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended; and

WHEREAS, the Company has registered or will register certain variable
life and/or variable annuity contracts under the 1933 Act, if required;

WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act, if required;

WHEREAS, the Underwriter is registered as a broker dealer with the SEC
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a
member in good standing of the National Association of Securities Dealers, Inc.
(the "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares of one or more portfolios of
the Fund (the "Portfolios") on behalf of each Account to fund certain variable
life and variable annuity contracts (each, a "Contract") and the Underwriter is
authorized to sell such shares to each Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:

1. Sale of Fund Shares.
-------------------

1.1 Subject to the terms of the Distribution Agreement in effect from time to
time between the Fund and the Underwriter, the Underwriter agrees to sell
to the Company those shares of each Portfolio which each Account orders,
executing such orders on a daily basis at the net asset value next computed
after receipt by the Fund or its designee of the order for the shares of
the Fund. For purposes of this Section 1.1, the Company is the Fund's
designee. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates the net asset
value of shares of the Portfolios. The Company shall use commercially
reasonable efforts to communicate notice of orders for the purchase of
Shares of each Portfolio to the Fund's custodian by 10:00 a.m. Eastern time
on the following business day (the "Next Business Day"), and the Company
and the Fund shall each use commercially reasonable efforts to wire (or
cause to be wired) funds to the other, for the purpose of settling net
purchase orders or orders of redemption, by 3:00 p.m. of the Next Business
Day.

1.2 The Fund agrees to make its shares available for purchase at the applicable
net asset value per share by the Company and its Accounts on those days on
which the Fund calculates its net asset value. The Fund agrees to use
reasonable efforts to calculate such net asset value on each day which the
New York Stock Exchange is open for trading. Notwithstanding the foregoing,
the Board of Trustees of the Fund (hereinafter the "Board" or the
"Trustees") may refuse to sell shares of any Portfolio to any person, or
suspend or terminate the offering of shares of any Portfolio, if such
action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the Trustees acting in good faith and in
light of their fiduciary duties under federal and any applicable state
laws, in the best interests of the shareholders of such Portfolio.

1.3 The Fund and the Underwriter agree that shares of the Fund will be sold
only to Participating Insurance Companies and their separate accounts, or
to other purchasers of the kind specified in Treas. Reg. Section 1.817-5
(f)(3) (or any successor regulation) as from time to time in effect.

1.4 The Fund agrees to redeem, on the Company's request, any full or fractional
shares of the Fund held by the Company, executing such requests on a daily
basis at the net asset value next computed after receipt by the Fund or its
designee of the request for redemption.

1.5 The Company agrees that all purchases and redemptions by it of the shares
of each Portfolio will be in accordance with the provisions of the then
current prospectus and statement of additional information of the Fund for
the respective Portfolio and in accordance with any procedures that the
Fund, the Underwriter or the Fund's transfer agent may have established

 

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