SECOND AMENDMENT TO
PARTICIPATION AGREEMENT
This Second Amendment to Participation Agreement ("Amendment") is entered
into by and among XXXX XXXXX INVESTOR SERVICES, LLC (the "Distributor"), XXXX
XXXXX PARTNERS FUND ADVISOR, LLC (the "Adviser"), XXXX XXXXX PARTNERS VARIABLE
EQUITY TRUST and XXXX XXXXX PARTNERS VARIABLE INCOME TRUST (each a "Fund",
collectively the "Funds") and METLIFE INSURANCE COMPANY OF CONNECTICUT (the
"Company").
WHEREAS, the parties entered into a Participation Agreement dated January
1, 2009, as amended April 30, 2010 (the "Agreement"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Agreement;
WHEREAS, following the close of business on November 14, 2014, the
Company's affiliate, MetLife Investors USA Insurance Company (the "Company's
Affiliate"), will merge into the Company;
WHEREAS, as a result of the merger, the separate accounts of Company's
Affiliate, and the variable life insurance policies and variable annuity
contracts issued through those separate accounts will become Accounts and
Contracts of the Company;
WHEREAS, simultaneously with the merger, the Company will change its state
of domicile from the State of Connecticut to the State of Delaware and will
change its name to MetLife Insurance Company USA;
WHEREAS, the parties desire to amend the Agreement to reflect the foregoing
and to modify certain other provisions of the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and
conditions set forth herein, the parties agree as follows:
1. The amendments set forth herein shall be effective as of November 17,
2014.
2. The name of the Company is hereby changed to MetLife Insurance Company
USA.
3. Schedule A and Schedule B of this Amendment, attached hereto, supersede
and replace in their entirety the Schedule A and Schedule B of the Agreement.
4. The Company represents and warrants that it understands the requirements
of all applicable laws, rules or regulations relating to bribery and corruption
both in the Company's home jurisdiction and in any other jurisdictions which may
have a connection to the services performed by the Company in connection with
the Agreement. The Company further represents and warrants that it will fully
and faithfully comply with all requirements of such laws, rules or regulations
in connection with all activities under or in any way connected with the
Agreement and such requirements that the Fund or the Distributor may notify to
Company.
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5. If Distributor's payments to Company under Section 2.8 of the
Participation Agreement dated January 1, 2009 in whole or in part are financed
by a Fund in accordance with a Fund's plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act, then in the event of the termination,
cancellation or modification of such 12b-1 plan by a Fund's board of directors
or trustees or shareholders, Company agrees upon notification at the
Distributor's option to waive its right to receive such compensation pursuant to
aforesaid Section 2.8 until such time, if ever, as Distributor receives payment.
6. The following replaces the two addresses for the Company set forth in
ARTICLE X.
NOTICES:
-------
"If to the Company:
MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Law Department"
7. OTHER TERMS. Other than the foregoing, all other terms and conditions of
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the Agreement shall remain unchanged and in full force and effect and are
ratified and confirmed in all respects by the parties to this Amendment.
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For the purpose of referring to this Amendment, the date of this Amendment shall
be November 17, 2014.
XXXX XXXXX INVESTOR SERVICES, LLC METLIFE INSURANCE COMPANY OF
CONNECTICUT (TO BE RENAMED METLIFE
INSURANCE COMPANY USA ON NOVEMBER 14, 2014)
By: /s/ Xxxxxxxx X'Xxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------- -------------------------
Name: Xxxxxxxx X'Xxxx Name: Xxxxx X. Xxxxxxx
Title: Managing Director Title: Vice President
Date: 10/30/14 Date: 10/23/14
XXXX XXXXX PARTNERS FUND ADVISOR, LLC XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------- -------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Managing Director Title: Managing Director
Date: 10/31/14 Date: 10/31/14
XXXX XXXXX PARTNERS VARIABLE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Date: 10/31/14
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SCHEDULE A
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SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
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SEPARATE ACCOUNTS PRODUCTS
----------------- --------
METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES Gold Track
Gold Track Select
Gold Track Select - NY
Marquis Portfolios
MetLife Access
MetLife Access Select
MetLife Retirement Account
Pioneer AnnuiStar
Pioneer AnnuiStar Flex
Pioneer AnnuiStar Plus
Pioneer AnnuiStar Value
Portfolio Architect
Portfolio Architect II
Portfolio Architect 3
Portfolio Architect Access
Portfolio Architect L
Portfolio Architect Plus
Portfolio Architect Select
Portfolio Architect XTRA
Premier Advisers
Premier Advisers - Class II
Premier Advisers (Series II)
Premier Advisers II
Premier Advisers III
Premier Advisers III (Series II)
Premier Advisers AssetManager
Premier Advisers L
Premier Advisers L- Series II
PrimElite Annuity
PrimElite II Annuity
Universal Annuity
Universal Select Annuity
Universal Annuity Advantage
Vintage Access
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Vintage Annuity
Vintage II
Vintage II- Series II
Vintage 3
Vintage L
Vintage XTRA
Vintage XTRA- Series II
METLIFE OF CT SEPARATE ACCOUNT QPN FOR VARIABLE ANNUITIES Blue Print I Unregistered
Blue Print II Unregistered
MetLife Retirement Perspectives
Prime Builder I Unregistered
Prime Builder II Unregistered
Unallocated Group
Unregistered Gold Track
Unregistered Gold Track - VSP
Unregistered Gold Track Express
METLIFE OF CT FUND UL FOR VARIABLE LIFE INSURANCE Invest
MarketLife
MetLife Variable Life
MetLife Variable Life Accumulator
MetLife Variable Life Accumulator Series 2
MetLife Variable Life Accumulator Series III
MetLife Variable Survivorship Life
MetLife Variable Survivorship Life II
VintageLife
METLIFE OF CT FUND UL III FOR VARIABLE LIFE INSURANCE Corporate Owned VUL I
Corporate Owned VUL 2000
Corporate Owned VUL III
Corporate Owned VUL IV
Corporate Select Policy
METLIFE OF CT SEPARATE ACCOUNT CPPVUL1 COLI PPVUL1 Unregistered
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METLIFE INVESTORS USA SEPARATE ACCOUNT A Marquis Portfolios (MLI USA)
MetLife Investment Portfolio Architect
PrimElite III
Pioneer Prism
Pioneer Prism L
Pioneer Prism XC
PrimElite IV
Vintage L (MLI USA)
Vintage XC
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SCHEDULE B
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PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
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All Funds shall pay 12b-1 fees in the amount as stated in each Fund's then
current prospectus.
XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST
FUND NAME CLASS CUSIP
----------------------------------------------------------------- ------ ---------
ClearBridge Variable Aggressive Growth Portfolio I 00000X000
ClearBridge Variable Aggressive Growth Portfolio II 00000X000
ClearBridge Variable Appreciation Portfolio I 00000X000
ClearBridge Variable Equity Income Portfolio I 00000X000
ClearBridge Variable Equity Income Portfolio II 00000X000
ClearBridge Variable Large Cap Growth Portfolio I 00000X000
ClearBridge Variable Large Cap Value Portfolio I 00000X000
ClearBridge Variable Mid Cap Core Portfolio I 00000X000
ClearBridge Variable Small Cap Growth Portfolio I 00000X000
Xxxx Xxxxx Investment Counsel Variable Social Awareness Portfolio Single 00000X000
Permal Alternative Select VIT Portfolio II 00000X000
QS Xxxx Xxxxx Variable Lifestyle Allocation 50% Single 00000X000
QS Xxxx Xxxxx Variable Lifestyle Allocation 70% Single 00000X000
QS Xxxx Xxxxx Variable Lifestyle Allocation 85% Single 00000X000
XXXX XXXXX PARTNERS VARIABLE INCOME TRUST
FUND NAME CLASS CUSIP
----------------------------------------------------------------- ------ ---------
Western Asset Variable Global High Yield Bond Portfolio I 00000X000
Western Asset Variable High Income Portfolio Single 00000X000
Western Asset Variable Money Market Portfolio Single 00000X000
XXXX XXXXX FUNDS
FUND NAME CLASS CUSIP
----------------------------------------------------------------- ------ ---------
ClearBridge Small Cap Value Fund A 00000X000
Western Asset Corporate Bond Fund A 00000X000
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