AMENDMENT NO. 5 DATED MAY 1, 2015
TO THE PARTICIPATION AGREEMENT DATED DECEMBER 15, 2005
This Amendment, dated as of May 1, 2015, by and among Metropolitan Life
Insurance Company ("Metropolitan Life"), on behalf of itself and certain of its
separate accounts, The Universal Institutional Funds, Inc. (the "Fund"), Xxxxxx
Xxxxxxx Distribution, Inc. (the "Underwriter"), and Xxxxxx Xxxxxxx Investment
Management, Inc. (the "Adviser"), hereby amends the Participation Agreement,
dated as of December 15, 2005, as may be amended from time to time, by and
among Metropolitan Life, the Fund, the Underwriter and the Adviser (the
"Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
WHEREAS, the Metropolitan Life, the Fund, the Underwriter and the Adviser
wish to revise the Agreement to update the list of Portfolios available
thereunder.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, each of the parties amends the Agreement as follow:
1. Schedule B of the Agreement is hereby deleted in its entirety and
replaced with Schedule B attached hereto.
Except as expressly supplemented, amended or consented to hereby, all of the
representations and conditions of the Agreement will remain unchanged and will
continue to be in full force and effect.
The Agreement, as amended, constitutes the entire understanding and agreement
among the parties as to the subject matter hereof and supersedes any and all
agreements, representations and warranties, whether written or oral, regarding
such subject matter made prior to the date on which this Agreement has been
executed and delivered by the parties.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in their names and on their behalf by and through their duly
authorized officers signing below.
METROPOLITAN LIFE INSURANCE COMPANY
(on behalf of the Accounts and itself)
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President and Principal Executive Officer
XXXXXX XXXXXXX DISTRIBUTION, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Managing Director
XXXXXX XXXXXXX INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Managing Director
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
AVAILABLE UNDER THIS AGREEMENT
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Emerging Markets Debt Portfolio -- Class I Shares
Emerging Markets Equity Portfolio -- Class I Shares
Global Infrastructure Portfolio -- Class I Shares
Global Infrastructure Portfolio -- Class II Shares
Global Strategist Portfolio* -- Class I Shares
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* Formerly known as the Global Tactical Asset Allocation Portfolio.
