AMENDMENT NO. 6 TO THE
PARTICIPATION AGREEMENT DATED JANUARY 1, 2002,
AS PREVIOUSLY AMENDED
Amendment to the Participation Agreement (the "Agreement") by and among
Xxxxxxxxxxx Variable Account Funds (the "Fund"), OppenheimerFunds, Inc. (the
"Adviser") and MetLife Insurance Company of Connecticut (the "Company"), on
behalf of itself and certain of its segregated asset accounts listed in Schedule
1 hereto.
WHEREAS, the Fund, the Adviser and the Company's affiliate, MetLife
Investors USA Insurance Company ("MLI USA"), have previously entered into a
Participation Agreement dated February 23, 2005 (the "MLI USA Participation
Agreement");
WHEREAS, following the close of business on November 14, 2014, MLI USA will
merge into the Company, and as the surviving entity of the merger, the Company
will become the depositor and issuer of the separate accounts of MLI USA;
WHEREAS, simultaneously with the merger, the Company will change its name
to MetLife Insurance Company USA and change its state of domicile from
Connecticut to Delaware;
WHEREAS, the parties wish to (i) add a separate account of MLI USA to the
Agreement; and (ii) terminate the MLI USA Participation Agreement as of the
effective date of this Amendment No. 6 to the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the parties agree to amend the Agreement as follows:
1. The name of the Company in the Agreement shall change to MetLife
Insurance Company USA;
2. Schedules 1 and 2 of the Agreement shall be deleted in their entirety
and replaced with Schedules 1 and 2 attached hereto;
3. The MLI USA Participation Agreement shall terminate as of the effective
date of this Amendment.
4. Article IX of the Agreement entitled "Notices" shall be amended as
follows:
"If to the Company:
MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Law Department"
5. This Amendment shall be effective as of November 17, 2014.
6. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 6 to the
Agreement to be executed in its name and on its behalf by and through its duly
authorized officer signing below.
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
OPPENHEIMERFUNDS, INC.
By: /s/ Xxxxx Xxxxx
---------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE 1
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
SEPARATE ACCOUNTS CONTRACTS FUNDED BY SEPARATE ACCOUNT
MetLife of CT Fund UL III for Variable Life Insurance Corporate Owned VUL
Corporate Owned VUL 2000
Corporate Owned VUL III
Corporate Owned VUL IV
Corporate Select
MetLife of CT Separate Account CPPVUL1 COLI PPVL
MetLife Investors USA Separate Account A Capital Strategist
Foresight
PrimElite IV
SCHEDULE 2
Portfolios of Xxxxxxxxxxx Variable Account Funds shown below do not include
service class shares unless expressly indicated:
Xxxxxxxxxxx Core Bond Fund/VA - Non-Service Shares
Xxxxxxxxxxx Global Strategic Income Fund/VA - Non-Service Shares
Xxxxxxxxxxx Main Street Fund/VA - Service Shares
Xxxxxxxxxxx Main Street Small Cap Fund/VA - Non-Service Shares and Service
Shares
Xxxxxxxxxxx Money Fund/VA - Non-Service Shares
