AMENDMENT NO 2 DATED OCTOBER 1, 2014
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2005
THIS AMENDMENT, dated as of October 1, 2014, by and among MetLife Insurance
Company of Connecticut ("MetLife of CT"), on behalf of itself and certain of
its segregated asset accounts listed on Schedule A to the Agreement (defined
herein), The Universal Institutional Funds, Inc. (the "Fund"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Distribution, Inc. (the "Underwriter") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment
Management, Inc. (the "Adviser"), hereby amends the Participation Agreement,
dated as of May 1, 2005, as amended, by and among MetLife of CT, 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, following the close of business on Friday, November 14, 2014,
MetLife Investors USA Insurance Company ("MLI USA") will be merging into
MetLife of CT and MetLife of CT will be changing its name to MetLife Insurance
Company USA and changing its state of domicile from Connecticut to Delaware.
WHEREAS, MLI USA is currently party to a Participation Agreement, dated as
of November 1, 2005, by and among MLI USA, the Underwriter and the Advisor (the
"MLI USA Participation Agreement");
WHEREAS, MetLife Investors USA Separate Account A ("Separate Account A"),
the separate account through which the Investment Portfolio Architect product
will be issued, will become a separate account of MetLife of CT;
WHEREAS, the parties would like to amend the Agreement, effective as of
November 17, 2014, to reflect the new name of MetLife of CT and update the
contact information;
WHEREAS, the parties would like to amend Schedule A to the Agreement,
effective as of November 17, 2014, to include Separate Account A and Investment
Portfolio Architect and to update other separate account names;
WHEREAS, the parties would like to amend Schedule B to the Agreement to
update the list of Portfolios available under 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, effective as of November 17, 2014, as
follow:
1. The defined term "Company" in the Agreement shall be thereafter deemed
to refer to MetLife Insurance Company USA, a Delaware corporation, on
its own behalf and on behalf of each of the separate accounts of MetLife
Insurance Company USA set forth on Schedule A to the Agreement.
2. Article XI of the Agreement ("Notices") shall be deleted and replaced
with the following:
ARTICLE XI. NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail, or overnight courier that provides evidence of
receipt, or facsimile or email transmission if confirmed by a
telephone call by 3:00 p.m. (receiving party's time) at the address
of the other party set forth below or at such other address as such
party may from time to time specify in writing to the other party.
If to the Fund, the Distributor or the Adviser:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Distribution, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Global Distribution/Legal
If to the Company:
MetLife
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Law Department
3. Schedule A of the Agreement shall be deleted, in its entirety, and
replaced with new Schedule A attached hereto.
4. Schedule B of the Agreement shall be deleted, in its entirety, and
replaced with new 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 (including the new Schedules attached to this
Amendment) 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. In particular, the Agreement, as amended herein,
hereby terminates and replaces, in its entirety, the MLI USA Participation
Agreement, effective as of November 17, 2014.
[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.
METLIFE INSURANCE COMPANY OF CONNECTICUT
(on behalf of the Accounts and itself)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Date: 10/8/14
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Principal Executive Officer
Date: 10/15/14
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Date: 10/22/14
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Date: 10/22/14
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
------------------------------------------------------------------ ------------------------------------------
DATED
REGISTERED ACCOUNT(S) ESTABLISHED REGISTERED CONTRACT(S)
----------------------------------------------------- ----------- ------------------------------------------
MetLife Investors USA Separate Account A 05/29/80 Investment Portfolio Architect: 8010
MetLife of CT Fund UL III for Variable Life Insurance 01/15/99 COLI: L-15311
COLI 2000
COLI III
COLI IV
Corporate Select: L-15491
MetLife of CT Separate Account Eleven for Variable 11/14/02 Premier Advisers
Annuities Premier Advisers (Class II)
Premier Advisers II
Premier Advisers III
Premier Advisers III (Series II): L-14529
(Non-Qualified), L-14539 (Qualified)
Premier Advisers AssetManager: L-14539
Premier Advisers L: L-22386
Premier Advisers L (Series II): L-22386
DATED
UNREGISTERED ACCOUNT(S) ESTABLISHED UNREGISTERED CONTRACT(S)
-------------------------------------- ----------- ------------------------------------------
MetLife of CT Separate Account CPPVUL1 09/01/02 COLI PPVUL: L-17755
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
AVAILABLE UNDER THIS AGREEMENT
------------------------------
CLASS I SHARES
--------------
Emerging Markets Debt Portfolio - Class I Shares
Emerging Markets Equity Portfolio - Class I Shares
Growth Portfolio - Class I Shares
CLASS II SHARES
---------------
Global Infrastructure Portfolio - Class II Shares
