EXECUTION VERSION
ASSIGNMENT OF AND AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
AMONG
METROPOLITAN LIFE INSURANCE COMPANY,
PIMCO VARIABLE INSURANCE TRUST,
AND
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
(FORMERLY KNOWN AS PIMCO FUNDS DISTRIBUTORS LLC)
WHEREAS, Citicorp Life Insurance Company (the "Company"), PIMCO Variable
Insurance Trust (the "Fund") and Allianz Global Investors Distributors LLC
(formerly known as PIMCO Funds Distributors LLC) (the "Underwriter") had entered
into a Participation Agreement dated May 1, 2001; and
WHEREAS, on October 20, 2006, the Company merged with and into Metropolitan
Life Insurance Company ("MetLife"); and
WHEREAS, by operation of law as a result of the merger, MetLife assumed
ownership of the assets in the Company's segregated asset account (now called
Metropolitan Life Variable Annuity Separate Account II), identified in Schedule
A to the Agreement (the "Accounts"), and assumed all of the Company's
liabilities and obligations under the variable life insurance policies and
variable annuity contracts issued by the Company and the Accounts; and
WHEREAS, the Company assigned, and MetLife assumed all of the Company's
interests, rights and obligations under the Agreement;
WHEREAS, Section 12.8 of the Agreement provides generally that the
Agreement may not be assigned without the prior written consent of the Company,
the Fund and the Underwriter; and
WHEREAS, MetLife desires to add additional segregated asset accounts to
Schedule A to the Agreements.
NOW, THEREFORE, the parties hereto agree to the following:
1. The Company, the Fund and Underwriter consented to the assignment
to MetLife of all of the Company's interests, rights and
obligations under the Agreement, effective as of the date of the
Company merged with and into MetLife.
2. MetLife agreed to assume all of the Company's interests, rights
and obligations under the Agreement, effective as of the date the
Company merged with and into MetLife.
3. The Agreement is amended so that each reference to "Citicorp Life
Insurance Company" or "the Company" is now a reference to
MetLife.
4. Section 1.3(b). The second sentence is amended to delete "2:00pm
Eastern Time" and replaced with "5:00 p.m. Eastern Time."
5. The parties to the Agreement shall be Metropolitan Life Insurance
Company, PIMCO Variable Insurance Trust and Allianz Global
Investors Distributors LLC
6. The existing Schedule A is deleted in its entirety and replaced
with the accompanying Schedule A.
7. Section 2.2: The first sentence, "The Fund represents and
warrants that Fund shares sold pursuant to this Agreement shall
be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with applicable state and federal
securities laws and that the Fund is and shall remain registered
under the 1940 Act" is hereby replaced with "The Fund and
Underwriter represent and warrant that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly
authorized for issuance and sold in compliance with applicable
state and federal securities laws and the Fund represents and
warrants that it shall remain registered under the 1940 Act."
8. Add a new Section 2.9 as follows: 2.9. The Company represents and
warrants that it has implemented policies and procedures
reasonably designed to guard against money laundering activities,
to detect and report suspicious activities and to comply with the
applicable provisions of the Bank Secrecy Act, as amended by the
USA PATRIOT Act.
9. Section 4.1: The following language is added at the end of the
paragraph: "Notwithstanding the foregoing, when the Fund or
Underwriter provides the Company, at the Company's request, with
a description of the Portfolio and/or its adviser and/or its
objectives, management, fees, expenses, past performance, or
other key information specifically and solely to be used in the
Company's prospectuses as updated each May, the Company may use
such description in its prospectuses, private memoranda, sales
literature or other promotional material until the following
April without the obligation to submit such materials to the Fund
or its designee for approval, provided that the Company's use
does not deviate from the information provided by the Fund or
Underwriter except to the extent necessary to conform the
information to the requirements of the securities laws and
regulations governing the Variable Insurance Products and to
conform
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the information to the format and presentation of, and any
supplements to, the information in the prospectuses for the
Variable Insurance Products, and provided further that in no
event shall the Fund, the Underwriter, or any of their affiliates
be held liable for the Company's use of any such description
provided and in no event shall any such description provided
create any obligation or duty on the part of the Fund,
Underwriter or their affiliates.
10. Section 4.5: The following language is added at the beginning the
paragraph: "Upon request."
11. Section 4.6: The following language is added at the beginning the
paragraph: "Upon request."
12. Section 8.1(a)(i): The following language is added after "on
behalf of the Fund" in the 11th line of the paragraph, "the
Underwriter or the Adviser."
13. Section 10.2: The following language is deleted from this
paragraph: "unless the Underwriter requests that the Company seek
an order pursuant to Section 26(b) of the 1940 Act permit the
substitution of other securities for the shares of the Designated
Portfolios. Should either the Underwriter or the Company seek
such an order, each party agrees that it shall reasonably
cooperate with the other party and seek such an order upon
request. The party which requests such an order shall pay the
cost of seeking the order.
14. Article XI Notices. The address for the Company is deleted and
replaced with the following: Metropolitan Life Insurance Company,
Specialized Benefit Resources, 000X Xxxxx Xxx Xxxxx, 0xx Xxxxx,
Xxxxxx, X. J. 08830, Attention: Xxxxxxx X. Xxxxxxxx; with a copy
to Metropolitan Life Insurance Company, 000 Xxxxxxxx Xxxxxx,
Xxxxxx, XX 00000, Attention: Law Department. The address for the
Underwriter is deleted and replaced with the following: 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000. In the address to the
Fund, "Suite 300" is deleted and "Attention: Legal Department" is
added.
15. Section 12.9: The following language is added at the beginning of
this Section, "Upon request."
16. All other terms of the Agreement shall remain in full force and
effect.
17. Counterparts: Except as set forth above, the Agreement shall
remain in full force and in accordance with its terms, and this
Assignment and Amendment No. 1 may be executed simultaneously in
two or more counterparts, each of which taken together shall
constitute one and the same instrument.
(Signatures located on the following page)
3
METROPOLITAN LIFE INSURANCE COMPANY
By its authorized officer
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: VP & Actuary
Date: 12/2/08
PIMCO VARIABLE INSURANCE TRUST
By its authorized officer
(SEAL) By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
Date: __________________
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By its authorized officer
(SEAL) By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: MD & CDO
Date: __________________
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SCHEDULE A
The term "Designated Portfolio" of the Fund will include any currently offered
class of any Portfolio of the Fund (as listed below) as well as any Portfolio of
the Fund or any share class of any Portfolio (now existing or hereafter created)
created subsequent to the date hereof.
PIMCO VARIABLE INSURANCE TRUST PORTFOLIOS
Administrative Class Shares
All Asset Portfolio
All Asset All Authority
CommodityRealReturn Strategy Portfolio
Diversified Income Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Foreign Bond Portfolio (U.S. Dollar-Hedged)
Global Bond Portfolio (Unhedged)
High Yield Portfolio
Long-Term U.S. Government Portfolio
Low Duration Portfolio
Money Market Portfolio
Real Return Portfolio
RealEstateRealReturn Strategy Portfolio
SmallCap StocksPLUS(R) TR Portfolio
Short-Term Portfolio
StocksPLUS(R) Growth and Income Portfolio
StocksPLUS(R) Total Return Portfolio
Total Return Portfolio
Total Return Portfolio II
Institutional Class Shares
All Asset Portfolio
All Asset All Authority
CommodityRealReturn Strategy Portfolio
Diversified Income Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Foreign Bond Portfolio (U.S. Dollar-Hedged)
Global Bond Portfolio (Unhedged)
High Yield Portfolio
Long-Term U.S. Government Portfolio
Low Duration Portfolio
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Money Market Portfolio
Real Return Portfolio
RealEstateRealReturn Strategy Portfolio
Short-Term Portfolio
StocksPLUS(R) Growth and Income Portfolio
StocksPLUS(R) Total Return Portfolio
Total Return Portfolio
Total Return Portfolio II
Advisor Class Shares
ALL Asset Portfolio
CommodityRealReturn Strategy Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Global Bond Portfolio (Unhedged)
High Yield Portfolio
Low Duration Portfolio
Real Return Portfolio
RealEstateRealReturn Strategy Portfolio
SmallCap StocksPLUS(R) TR Portfolio
StocksPLUS(R) Total Return Portfolio
Total Return Portfolio
M Class Shares
All Asset Portfolio
All Asset All Authority Portfolio
SEGREGATED ASSET ACCOUNTS AND DATE ESTABLISHED:
Metropolitan Life Separate Account DCVL 11/4/2003
Metropolitan Life Separate Account 58S 5/20/1999
Metropolitan Life Separate Account 541
Metropolitan Life Variable Annuity Separate Account I 7/6/1994
Metropolitan Life Variable Annuity Separate Account II 7/6/1994
Contracts:
Private Placement Variable Life Insurance Policies (PPVL)
Group and Individual Variable Life Insurance Policies (LCL1)
Flexible Premium Deferred Variable Annuity Contracts
Flexible Premium Variable Annuity Contracts
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AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
AMONG
METROPOLITAN LIFE INSURANCE COMPANY,
PIMCO VARIABLE INSURANCE TRUST,
AND
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
(FORMERLY KNOWN AS PIMCO FUNDS DISTRIBUTORS LLC)
WHEREAS, Metropolitan Life Insurance Company (the "Company"), PIMCO
Variable Insurance Trust (the "Fund") and Allianz Global Investors Distributors
LLC (formerly known as PIMCO Funds Distributors LLC) (the "Underwriter") had
entered into a Participation Agreement dated May 1, 2001, as assigned and
amended; and
WHEREAS, MetLife desires to add additional segregated asset accounts to
Schedule A to the Agreement.
NOW, THEREFORE, the parties hereto agree to the following:
1. The existing Schedule A is hereby deleted in its entirety and
replaced with the accompanying Schedule A hereto attached.
2. All other terms of the Agreement shall remain in full force and
effect.
3. Counterparts: Except as set forth above, the Agreement shall
remain in full force and in accordance with its terms, and this
Amendment No. 2 may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one
and the same instrument.
(Signatures located on the following page)
METROPOLITAN LIFE INSURANCE COMPANY
By its authorized officer
By: /s/ Xxxxxxx X. Model
------------------------------------
Name: Xxxxxxx X. Model
Title: AVP
Date: 4/7/09
PIMCO VARIABLE INSURANCE TRUST
By its authorized officer
(SEAL) By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
Date: ___________________
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By its authorized officer
(SEAL) By: /s/ Xxxxxx X. Plump
------------------------------------
Name: Xxxxxx X. Plump
Title: Executive Vice President
Date: 3/18/09
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SCHEDULE A
The term "Designated Portfolio" of the Fund will include any currently offered
class of any Portfolio of the Fund (as listed below) as well as any Portfolio of
the Fund or any share class of any Portfolio now existing or hereafter created,
as reflected in the Fund's prospectuses.
PIMCO VARIABLE INSURANCE TRUST PORTFOLIOS
Administrative Class Shares
All Asset Portfolio
All Asset All Authority
CommodityRealReturn Strategy Portfolio
Diversified Income Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Foreign Bond Portfolio (U.S. Dollar-Hedged)
Global Bond Portfolio (Unhedged)
High Yield Portfolio
Long-Term U.S. Government Portfolio
Low Duration Portfolio
Money Market Portfolio
Real Return Portfolio
RealEstateRealReturn Strategy Portfolio
SmallCap StocksPLUS(R) TR Portfolio
Short-Term Portfolio
StocksPLUS(R) Growth and Income Portfolio
StocksPLUS(R) Total Return Portfolio
Total Return Portfolio
Total Return Portfolio II
Institutional Class Shares
All Asset Portfolio
All Asset All Authority
CommodityRealReturn Strategy Portfolio
Diversified Income Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Foreign Bond Portfolio (U.S. Dollar-Hedged)
Global Bond Portfolio (Unhedged)
High Yield Portfolio
Long-Term U.S. Government Portfolio
Low Duration Portfolio
Money Market Portfolio
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Real Return Portfolio
Short-Term Portfolio
StocksPLUS(R) Growth and Income Portfolio
StocksPLUS(R) Total Return Portfolio
Total Return Portfolio
Total Return Portfolio II
Advisor Class Shares
All Asset Portfolio
CommodityRealReturn Strategy Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Global Bond Portfolio (Unhedged)
High Yield Portfolio
Low Duration Portfolio
Real Return Portfolio
RealEstateRealReturn Strategy Portfolio
SmallCap StocksPLUS(R) TR Portfolio
StocksPLUS(R) Total Return Portfolio
Total Return Portfolio
M Class Shares
All Asset Portfolio
All Asset All Authority Portfolio
SEGREGATED ASSET ACCOUNTS AND DATE ESTABLISHED:
Metropolitan Life Separate Account DCVL 11/4/2003
Metropolitan Life Separate Account 58S 5/20/1999
Metropolitan Life Separate Account 541 2/28/2007
Metropolitan Life Separate Account UL 12/1988
Metropolitan Life Variable Annuity Separate Account I 7/6/1994
Metropolitan Life Variable Annuity Separate Account II 7/6/1994
Contracts:
Private Placement Variable Life Insurance Policies (PPVL)
Group and Individual Variable Life Insurance Policies (LCL1)
Variable Life Insurance Policies (MetFlex)
Flexible Premium Deferred Variable Annuity Contracts
Flexible Premium Variable Annuity Contracts
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