AMENDMENT NO. 3
TO THE PARTICIPATION AGREEMENT
This Amendment No. 3 to the Participation Agreement ("Amendment No. 3") is
entered into as of DECEMBER 1, 2013, by and among Metropolitan Life Insurance
Company on behalf of itself and certain of its separate accounts, Xxxx Xxxxx
Partners Variable Equity Trust, Xxxx Xxxxx Partners Variable Income Trust, Xxxx
Xxxxx Investors Services, LLC, and Xxxx Xxxxx Partners Fund Advisor, LLC.
WHEREAS, the parties entered into a Participation Agreement dated January
1, 2009, as amended September 30, 2009 and April 30, 2010 (the "Agreement");
WHEREAS, the parties desire to amend the list of separate accounts set
forth in Schedule A to the Agreement.
WHEREAS, the parties desire to amend the list of Portfolios set forth in
Schedule B 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 each of the parties amends the Agreement as follows:
1. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with Schedule A attached hereto.
2. 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 unamended and will
continue to be in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 3
to be executed in their name and on their behalf by and through their duly
authorized officers signing below as of the date written above.
METROPOLITAN LIFE INSURANCE COMPANY
(on behalf of the separate accounts and
itself)
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
Date: 11/26/13
XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
Date: 11/26/13
XXXX XXXXX PARTNERS VARIABLE INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
Date: 11/26/13
XXXX XXXXX PARTNERS FUND ADVISOR, LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Secretary
Date: 11/26/13
XXXX XXXXX INVESTOR SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Date: 12/2/13
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Schedule A
----------
Separate Accounts and Associated Contracts
------------------------------------------
SEPARATE ACCOUNTS PRODUCTS
------------------------------------------------------ --------------------------------------------------
Metropolitan Life Separate Account DCVL MetLife Group Private Placement Variable Life
Insurance Policies
Metropolitan Life Separate Account UL MetLife Variable Life Insurance Policies (MetFlex)
Metropolitan Life Variable Annuity Separate Account II Flexible Premium Deferred Variable Annuity,
Flexible Premium Variable Annuity
Metropolitan Life Separate Account E Gold Track Select Annuity
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Schedule B
----------
PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
----------------------------------------
TRUST NAME FUND NAME CUSIP/CLASS 12B-1
--------------------- ----------------------- ------------ -----------------------------------
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable Aggressive Class I (currently 0bps)
Growth Portfolio
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable All Cap Class I (currently 0bps).
Value Portfolio
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable Appreciation Class I (currently 0bps).
Portfolio
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable Equity Income Class I (currently 0bps).
Portfolio
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable Large Cap Class I (currently 0bps).
Growth Portfolio
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable Large Cap Class I (currently 0bps).
Value Portfolio
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable Mid Cap Core Class I (currently 0bps).
Portfolio
Xxxx Xxxxx Partners ClearBridge 00000X000 As per the then current prospectus
Variable Equity Trust Variable Small Cap Class I (currently 0bps).
Growth Portfolio
Xxxx Xxxxx Partners Xxxx Xxxxx 00000X000 As per the then current prospectus
Variable Equity Trust Investment Counsel Single Class (currently 0bps).
Variable Social
Awareness Portfolio
Xxxx Xxxxx Partners Western Asset 00000X000 As per the then current prospectus
Variable Income Trust Variable Global High Class I (currently 0bps)
Yield Bond Portfolio
Xxxx Xxxxx Partners Western Asset 00000X000 As per the then current prospectus
Variable Income Trust Variable High Income Single Class (currently 0bps).
Portfolio
Xxxx Xxxxx Partners Western Asset 00000X000 As per the then current prospectus
Variable Income Trust Variable Strategic Bond Class I (currently 0bps).
Portfolio
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