THIRD AMENDMENT TO THE PARTICIPATION AGREEMENT
This Amendment, effective as of March 6, 2017, amends the Participation
Agreement (the "Agreement") dated the 1st day of November, 2005, by and among
BRIGHTHOUSE LIFE INSURANCE COMPANY OF NY (fka First MetLife Investors Insurance
Company, " Company"), on behalf of itself and certain of its separate accounts;
AMERICAN FUNDS INSURANCE SERIES (the "Series"); and CAPITAL RESEARCH AND
MANAGEMENT COMPANY ("CRMC"). All capitalized terms used herein and not
otherwise defined shall have the meaning ascribed such terms in the Agreement.
WHEREAS, on March 6, 2017, Company has changed its name to Brighthouse Life
Insurance Company of NY;
WHEREAS, the parties desire to amend the Agreement to update the address of
Company in Paragraph 22;
WHEREAS, the parties desire to revise the list of Contracts and Accounts in
Exhibit A, to reflect name changes resulting from Company's name change;
WHEREAS, Company, Series and CRMC desire to amend the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of mutual covenants and
conditions set forth herein and for other good and valuable consideration, each
of the parties agrees to amend the agreement as follows:
1. Paragraph 22 is amended to read, in relevant part, as follows:
"If to Company:
Brighthouse Life Insurance Company of NY
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Law Department"
2. Exhibit A of the Agreement is hereby deleted in its entirety and replaced
with Exhibit A attached hereto.
3. The first, second and third sentences in Section 4 of the Agreement are
deleted in their entirety and are replaced with the following sentences:
The Series agrees to make Class 2 and Class 4 shares of the Funds listed
on Exhibit A hereto available to the Contracts. Company agrees to give
the Series and CRMC at least (thirty) 30 days' notice prior to adding
any additional Funds as underlying investment options to the Contracts.
CRMC reserves the right to approve any proposed addition by Company.
Company will be entitled to a Rule 12b-1 service fee to be accrued daily
and paid monthly at an annual rate of 0.25% of the average daily net
assets of the Class 2 and Class 4 shares of each Fund attributable to
the Contracts for as long as the Series' Plan of Distribution pursuant
to Rule 12b-1 under the 1940 Act (the "12b-1 plan") for such share class
remains in effect.
4. The following paragraphs are added to Section 4:
During the term of this Agreement, Company shall perform the
administrative services ("Services") set forth on Exhibit B hereto, as
such exhibit may be amended from time to time by mutual consent of the
parties, in respect of Separate Accounts holding Class 4 shares of each
Fund. In consideration of Company performing the Services, the Series
agrees to pay Company an administrative services fee of 0.25% of the
average daily net asset value of all Class 4 shares of the Funds held by
each Separate Account, payable quarterly, in arrears pursuant to an
Insurance Administrative Services Plan adopted by the Series. The Series
shall pay all fees within forty-five (45) days following the end of each
calendar quarter for fees accrued during that quarter. The fee will be
calculated as the product of (a) the average daily net asset value of
all Class 4 shares, as applicable, of the Funds held by each Separate
Account during the quarter; (b) the number of days in the quarter; and
(c) the quotient of 0.0025 divided by 365. The Series shall not be
responsible for payment of fees for Services more than six (6) months
in arrears in respect of accounts that were not timely identified by
Company as eligible for compensation pursuant to this Agreement. CRMC
will evaluate periodically Company's service levels, including
compliance with established NSCC guidelines, transaction errors,
compliance with the prospectus and complaints from Contract owners, in
determining whether to continue making payments under the Insurance
Administrative Services Plan. Company represents to the Series and CRMC
that it will not receive compensation for the Services from
contractholder fees or any other source.
Company, directly or through subcontractors (including a designated
affiliate), shall provide the certain services described in this
Agreement in respect of Separate Accounts holding Class 2 shares on
behalf of CRMC or any of its affiliates in connection with the sale and
servicing of the Contracts. The services to be provided by Company to
its Separate Accounts include, (i) mailing and otherwise making
available to Contractholders, shareholder communications including,
without limitation, prospectuses, proxy materials, shareholder reports,
unaudited semi-annual and audited annual financial statements, and other
notices; (ii) handling general questions regarding the Funds from
Contractholders including, without limitation, advising as to
performance, yield being earned, dividends declared, and providing
assistance with other questions concerning the Funds; (iii) preparing
and mailing periodic account statements showing the total number of
Separate Account units owned by the Contractholder in that account, the
value of such units, and purchases, redemptions, dividends, and
distributions in the account during the period covered by the statement;
and (iv) preparing and mailing IRS Form 1099-R, IRS Form W-2 and/or
other IRS forms as required by applicable Internal Revenue Service rules
and regulations. Administrative services to Contractholders shall be the
responsibility of Company and shall not be the responsibility of CRMC or
any of its affiliates.
5. Exhibit B hereto is added to the Agreement.
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.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 3
to the Agreement to be executed in its name and on its behalf by and through
their duly authorized officers signing below.
FIRST METLIFE INVESTORS INSURANCE
COMPANY (TO BE RENAMED BRIGHTHOUSE
LIFE INSURANCE COMPANY OF NY AS OF
MARCH 6, 2017)
(ON BEHALF OF ITSELF AND EACH ACCOUNT)
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VICE PRESIDENT
AMERICAN FUNDS INSURANCE SERIES
By: /s/ Xxxxx Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxxxx
Title: Vice President
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title. SR. Vice President & Secretary
Exhibit A
---------
Account: Brighthouse Variable Annuity Account B
Contracts:
----------
Class A
Class B
Class B [Xxxxxx Xxxxx]
Class O
Marquis Portfolios
PrimElite III
PrimElite IV
PrimeOptions
Vintage L
Vintage XC
Class 2:
--------
. Bond Fund
. Global Growth Fund
. Global Small Capitalization Fund
. Growth Fund
. Growth-Income Fund
Class 4:
--------
. Bond Fund
. Global Growth Fund
. Global Small Capitalization Fund
. Growth-Income Fund
Exhibit B
---------
Administrative Services
1. Periodic Reconciliation. Company shall provide the Funds with sufficient
-----------------------
information to allow for the periodic reconciliation of outstanding units of
Company separate accounts and shares of the Funds.
2. Record Maintenance. To facilitate the reconciliation activities
------------------
described in Section 4, Company shall maintain with respect to each Separate
Account holding the Funds' Class 4 shares and each Contract owner for whom such
shares are beneficially owned the following records:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including
dividend reinvestments) and dates and amounts of dividends paid for
at least the current year to date;
c. Name and address and taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
3. Fund Information. Company shall respond to inquiries from Contract
----------------
owners regarding the Funds, including questions about the Funds' objectives and
investment strategies.
4. Shareholder Communications. Company shall provide for the delivery of
--------------------------
certain Fund-related materials as required by applicable law or as requested by
Contract owners. The Fund related materials shall consist of updated
prospectuses and any supplements and amendments thereto, statements of
additional information, annual and other periodic reports, proxy or information
statements and other appropriate shareholder communications. Company shall
respond to inquiries from Contract owners relating to the services provided by
it and inquiries relating to the Funds.
5. Transactional Services. Company shall (a) communicate to the Funds'
----------------------
transfer agent, purchase, redemption and exchange orders; and (b) communicate
to the Separate Accounts and Contract owners, mergers, splits and other
reorganization activities of the Funds.
6. Other Information. Company shall provide to the Separate Accounts and
-----------------
Contract owners such other information as shall be required under applicable
law and regulations.
