AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT For Rules 30e-3 and 498A
AMENDMENT NO. 5 TO
For
Rules 30e-3 and 498A
This Amendment No. 5 (the “Amendment”) is effective as of March 1, 2021 and amends the Participation Agreement dated January 1, 2002, as previously amended (the “Agreement”), by and among MetLife Insurance Company USA (the “Company”), on its own behalf and certain of its segregated assets accounts (the “Accounts”), Pioneer Variable Contracts Trust (the “Series”), Amundi Asset Management US, Inc. (the “Adviser”), and Amundi Distributor US, Inc. (the “Distributor”) (collectively, the “Parties”). All capitalized terms used herein and not otherwise defined shall have the meaning described to such terms in the Agreement.
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1. | The name of the Company in the Agreement is hereby changed to Brighthouse Life Insurance Company. In addition, the name of each of Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. is hereby changed to Amundi Asset Management US, Inc. and Amundi Distributor US, Inc., respectively. |
2. | Article XII of the Agreement entitled “Notices” shall be amended by replacing the notice address for the Company as follows: |
Brighthouse Financial
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: The Law Group
3. | Schedule A of the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
4. | Maintaining Website; Posting and Availability of Fund Shareholder Reports, Disclosure Documents and Other Required Materials. Brighthouse shall be responsible for and shall fulfill the website posting and other applicable requirements and obligations of the Accounts specified in Rules 30e-3(b) and 498A(j). Without limiting the generality of the foregoing: |
a. | The Series shall provide Brighthouse with the following materials relating to each Fund so that Brighthouse can post the materials to a Brighthouse website address (the “Specified Website”). The Specified Website shall be publicly accessible and the |
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Required Materials (as defined below) posted on the Specified Website shall be free of charge and shall include: (i) Current Report to Shareholders; (ii) Prior Report to Shareholders; (iii) Complete Portfolio Holdings From Reports Containing a Summary Schedule of Investments; (iv) Portfolio Holdings For Most Recent First and Third Fiscal Quarters ; (v) current Summary Prospectus for the Funds; (vi) current Statutory Prospectus for the Funds; and (vii) current Statement of Additional Information (“SAI”) for the Funds (as such documents are specified in paragraphs i through iv of Rule 30e- 3(b) and in paragraph (iii) of Rule 498A(j)(1)) (such documents collectively, and together with any additional or alternative documents that may be required by any amendments to Rules 30e-3or 498A, the “Required Materials”). The Series shall provide the materials specified in (i), (ii), (iii), and (iv) above to the Company no later than five (5) days before a Report is required to be posted (for the avoidance of doubt, 5 days prior to the transmittal/posting deadline for that Report) to the Specified Website. The Series shall provide the materials specified in (v), (vi), and (vii) above to the Company on a timely and continuous basis (to facilitate the required website posting) and provide updated versions as necessary, in order to facilitate a continuous offering of the Funds’ securities and the Contracts. |
b. | The Series shall ensure that the Required Materials provided to Brighthouse are in a format, or formats, that are suitable for website posting and convenient for both reading online and printing on paper (in accordance with Rule 30e-3 (b)(3)) and are human-readable and capable of being printed on paper in human-readable format (in accordance with Rule 498A(h)(2)(i)); |
c. | Brighthouse shall ensure that persons accessing the Required Materials are able to permanently retain, free of charge, an electronic version of the Required Materials in a format, or formats, that meet the conditions stated above in Section 2(b) (in accordance with Rules 30e-3(b)(4) and 498A(h)(3)); |
d. | In order for Brighthouse to ensure that the Required Materials are kept current (up-to-date) and posted for the duration or period required by Rules 30e-3 and 498A, and to facilitate a continuous offering of the Funds’ securities and the Contracts, the Series shall promptly provide to Brighthouse any amendments to the Required Materials; |
e. | Brighthouse shall make reasonable efforts to comply with the “safe harbor” provisions, terms and conditions of paragraph (b)(5) of Rule 30e-3 and paragraph (h)(4) of Rule 498A, which shall constitute compliance with subsections (a) through (d) of this Section 2 of this Amendment (for the avoidance of doubt, for this purpose, the “Company” referred to in said paragraph (b)(5) of Rule 30e-3 and “Registrant” referred to in said paragraph (h)(4) of Rule 498A means Brighthouse on behalf of the Accounts); and |
f. | The Series shall prepare and provide the Funds’ Statutory Prospectus and SAI so that those documents permit persons accessing them to move directly back and forth between each section heading in a table of contents of such document and the section |
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of the document referenced in that section heading (in accordance with paragraph (h)(2)(ii) of Rule 498A. |
5. | Content of Required Materials. The Series shall be responsible for the content of the Required Materials as posted on the Specified Website, including, but not limited to, the accuracy and completeness of the Required Materials. Without limiting the generality of the foregoing in any manner and without in any way changing the current obligations of the Series under the Agreement, the Series shall be responsible for ensuring that the Required Materials to be posted to the Specified Website: |
a. | Meet the applicable standards of the 1933 Act; the Securities Exchange Act of 1934, as amended; the 1940 Act; and all rules and regulations under those Acts; and |
b. | Do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. |
6. |
a. | The Specified Website is as identified in Schedule C hereto, as it may be changed by Brighthouse from time to time in its sole discretion; |
b. | Paper Notice to Contract Owners. Brighthouse shall provide the paper notice to its Contract Owners in accordance with paragraphs (c) and (d) of Rule 30e-3 (“Notice”), subject to the expense provision in subsection (e)(ii) below. |
c. | Delivery of Paper Copy Upon “Ad Hoc” Request. Brighthouse shall fulfill ad hoc requests from Contract Owners for a paper copy of any of the Required Materials, in accordance with paragraph (e) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A, subject to the expense provision in subsection (e)(iii) below. |
d. |
e. |
i. | Web Hosting and Electronic Delivery. The Series and/or the Adviser and/or the Distributor shall bear the expenses for the cost of managing, formatting, hosting and maintaining the Required Materials on the website hosted by the Company. The Series and/or the Adviser and/or the Distributor shall also bear the cost of distributing the Required Materials for electronic delivery. |
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ii. | Notice. The Series and/or the Adviser and/or the Distributor shall bear the costs of preparing and mailing (including postage expenses) the Notices of the availability of the Fund’s Reports to Contract Owners. |
iii. | Delivery of paper copies. The Series and/or the Adviser and/or the Distributor shall be responsible for the reasonable costs of providing any electronic files and printing of any paper copies of Required Materials and future fund reports pursuant to subsections (c) and (d) of this Section 4. The Series and/or the Adviser and/or the Distributor shall reimburse the Company for the costs of mailing (including postage expenses) the Fund’s then current Required Materials to Contract Owners. |
f. | Summary Prospectuses. The Company intends to use an Initial Summary Prospectus for each currently offered Contract, in accordance with paragraph (j)(1)(i) of Rule 498A. The Series shall use a summary prospectus for each Fund, in accordance with paragraph (j)(1)(ii) of Rule 498A. |
7. | Fund Performance and Expense Data. The Series shall provide such data regarding each Fund’s investment performance and expense ratios as the Company shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Series shall provide: |
a. | the “Annual Portfolio Company Expenses” for each Fund calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and, as applicable, in accordance with Instruction 16 to Item 4 of Form N-4 and Instruction 4(a) to Item 4 of Form N-6); and |
b. | the “Total Annual Fund Operating Expenses” for each Fund calculated in accordance with Item 3 of Form N-1A, reflecting any expense reimbursements or fee waiver arrangements (and, as applicable, in accordance with Instruction 4 to Item 17 of Form N-4, Instruction 4(b) to Item 4 of Form N-6 and Instruction 4 to Item 18 of Form N-6); and |
c. | the “average annual total returns” for each fund (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5 and 10-year periods, and, as applicable, in accordance with Instruction 7 to Item 17 and Instruction 7 to Item 18 of Form N-6). |
The Series shall provide the forgoing Fund expense and performance data at least annually, on a timely basis to facilitate the Company’s preparation of its annually updated registration statement (and as otherwise reasonably requested by the Company), but in no event later than sixty (60) calendar days after the close of each Fund’s fiscal year. |
8. | Indemnification. The indemnification provided for in the Agreement shall apply to the obligations hereunder. The Parties hereto agree that all other provisions of the Agreement, as amended, shall apply to the terms of this Amendment as applicable. |
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9. | This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rules 30e-3 and 498A and any interpretations of those rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities. |
[Signature page follows]
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Brighthouse Life Insurance Company (on behalf of itself and each Account)
(“Brighthouse”)
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Vice President | |
Date: | 5/25/2021 8:17:07 PM |
Pioneer Variable Contracts Trust
(the “Series”)
By: | /s/ Xxxxxxxxxxx Xxxxxx | |
Name: | Xxxxxxxxxxx Xxxxxx | |
Title: | VP, Associate General Counsel | |
Date: | 05/17/2021 05:40:14 PM |
Amundi Asset Management US, Inc.
(the “Adviser”)
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: | Managing Director, CFO, Americas | |
Date: | 05/18/2021 02:46:20 PM |
Amundi Distributor US, Inc.
(the “Distributor”)
By: | /s/ Xxxxx X. Xxxxxx | |
Name: | Xxxxx X. Xxxxxx |
Title: | Senior Managing Director, Head of US Intermediary & Offshore, Americas | |
Date: | 05/18/2021 09:05:31 AM |
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Schedule A
Name of Separate Account |
Contracts Funded by Separate Account |
Portfolio and Share Class
Applicable to Contracts
| ||
Brighthouse Fund UL for Variable
Life Insurance |
Brighthouse Variable Life
Brighthouse Variable Life Accumulator
Brighthouse Variable Life Accumulator (Series 2)
Brighthouse Variable Life Accumulator (Series 3)
Brighthouse Variable Survivorship Life II
|
Pioneer Mid Cap Value
VCT Portfolio (Class II) | ||
Pioneer Real Estate Shares
VCT Portfolio (Class II)
| ||||
Brighthouse Fund UL III for Variable
Life Insurance |
COLI
COLI 2000
COLI III
COLI IV
Corporate Select
|
|||
Brighthouse Separate Account A |
Brighthouse Prime Options
Pioneer PRISM
Pioneer PRISM L
Pioneer PRISM XC
PrimElite III
PrimElite IV
|
|||
Brighthouse Separate Account
CPPVUL1 (unregistered)
|
COLI PPVUL |
|||
Brighthouse Separate Account
Eleven for Variable Annuities |
Pioneer Annuistar
Pioneer Annuistar Flex
Pioneer Annuistar Plus
Pioneer Annuistar Value
PrimElite
PrimElite II
|
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Schedule C
Specified Website:
xxxxx://xxxxxxxx.xxx/XXX/XXXX/XXX
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