Participation Agreement (2007)Full Document 

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                            PARTICIPATION AGREEMENT
                                     Among
                        METROPOLITAN SERIES FUND, INC.,
                            METLIFE ADVISERS, LLC,
                           METLIFE SECURITIES, INC.
                                      and
                      METROPOLITAN LIFE INSURANCE COMPANY

   AGREEMENT, made and entered into as of the 30th day of April, 2007 by and
among METROPOLITAN SERIES FUND, INC., a corporation organized under the laws of
the State of Maryland (the "Fund"), METROPOLITAN LIFE INSURANCE COMPANY, an
insurance company organized under the laws of the State of New York (the
"Company"), on its own behalf and on behalf of any current or future separate
accounts of the company that invest in the Fund (each an "Account"), METLIFE
ADVISERS, LLC, a limited liability company organized under the laws of the
State of Delaware (the "Adviser") and METLIFE SECURITIES, INC., a corporation
organized under the laws of the State of Delaware (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 shares of common stock of the Fund are divided into several
series of shares, each representing the interest in a particular managed
portfolio of securities and other assets; and

   WHEREAS, the Fund has obtained 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 and/or administrator or
sub-administrator to each series 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 certain series of the
Fund (the "Series") 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.

1.1Subject 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 Series 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 and Section 1.4, 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 Series. The Company shall use commercially reasonable
   efforts to communicate notice of orders for the purchase of Shares of each
   Series 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.

1.2The 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 Directors of the Fund (hereinafter the "Board" or the
   "Directors") may refuse to sell shares of any Series to any person, or
   suspend or terminate the offering of shares of any Series, if such action is
   required by law or by regulatory authorities having jurisdiction or is, in
   the sole discretion of the Directors 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 Series.

1.3The 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.

                                      2



1.4The 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. The Company shall use commercially
   reasonable efforts to communicate notice of orders for the redemption of
   Shares of each Series to the Fund's custodian by 10:00 a.m. Eastern time on
   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.


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