AMENDMENT TO
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PARTICIPATION AGREEMENT
-----------------------
BETWEEN
FIDELITY DISTRIBUTORS CORPORATION
---------------------------------
AND
METLIFE INSURANCE COMPANY USA
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This Amendment, entered into as of June 1, 2015, amends the Participation
Agreement ("Agreement") dated as of April 1, 1996 between MetLife Insurance
Company USA ("Company") and Fidelity Distributors Corporation ("Underwriter").
WHEREAS, Company and Underwriter desire to amend the Agreement in order to add
additional provisions to the Agreement;
NOW THEREFORE, the undersigned parties hereby agree as follows:
1. The following new Section 10.10 is hereby added after Section 10.9 to the
Agreement:
"10.10 In the event of a conflict between the terms of this Agreement
and the prospectus for any Fund set forth on Schedule A hereto (as amended from
time to time), the terms of the prospectus for the applicable Fund shall
govern."
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified below.
FIDELITY DISTRIBUTORS CORPORATION METLIFE INSURANCE COMPANY USA
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------- -----------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: EVP Title: Vice President
Date: 04/29/16 Date March 30, 2016
AMENDMENT NO.4 DATED APRIL 28, 2008
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2001,
AS PREVIOUSLY AMENDED
Amendment to the Participation Agreement (the "Agreement") by and among
MetLife Insurance Company of Connecticut, previously known as The Travelers
Life Insurance Company, on behalf of itself and certain of its segregated asset
accounts listed in Schedule A hereto, Variable Insurance Products Fund,
Variable Insurance Products Fund II, Variable Insurance Products Fund III,
Variable Insurance Products Fund IV, Variable Insurance Products Fund V, and
Fidelity Distributors Corporation.
WHEREAS, on May 1, 2006, The Travelers Insurance Company was renamed MetLife
Insurance Company of Connecticut ("MICC") and The Travelers Life and Annuity
Company was renamed MetLife Life and Annuity Company of Connecticut ("MLACC");
WHEREAS, on December 7, 2007, MLACC was merged with and into MICC;
WHEREAS, the parties desire to amend the Agreement by updating the notice
provision and updating the names of the MICC separate accounts listed in
Schedule A.
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. Article XI of the Agreement entitled "Notices" shall be amended as
follows:
"If to the Company:
Metropolitan Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Xx., Vice President
Copy to:
Metropolitan Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Law Department"
2. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with Schedule A attached hereto.
Except as set forth above, 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 have caused this Amendment No. 4
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/ Xxxx X. XxXxxxx
--------------------------------------------
Its: Vice President & Actuary
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II,
VARIABLE INSURANCE PRODUCTS FUND III,
VARIABLE INSURANCE PRODUCTS FUND IV, and
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/ Xxxxxxxxx Xxxxxxxxxx
--------------------------------------------
Its:
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------------
Its: Executive Vice President
SCHEDULE A
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SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
------------------------------------------
DATE EST. BY
BOARD OF CONTRACTS FUNDED BY SEPARATE
NAME OF SEPARATE ACCOUNT DIRECTORS ACCOUNT
------------------------ ------------ --------------------------------
MetLife of CT Fund BD III for Variable Annuities 03/27/1997 Portfolio Architect XTRA
MetLife of CT Fund XX XX for Variable Annuities Vintage XTRA
Vintage XTRA (Series II)
MetLife of CT Separate Account Five for Variable Annuities 06/08/1998 MetLife Retirement Account
MetLife of CT Separate Account Six for Variable Annuities
MetLife of CT Separate Account Seven for Variable Annuities 06/30/1998 Premier Advisers L
MetLife of CT Separate Account Eight for Variable Annuities Premier Advisers L (Series II)
MetLife of CT Separate Account QP for Variable Annuities 12/26/1995 Gold Track
Gold Track Select
MetLife of CT Separate Account QPN for Variable Annuities 12/26/1995 BluePrint
(unregistered) BluePrint II
Unregistered GoldTrack
Unregistered GoldTrack Express
Unregistered GoldTrack VSP
MetLife Retirement Perspectives
Prime Builder
Prime Builder II
MetLife of CT Separate Account Nine for Variable Annuities 06/18/1999 Portfolio Architect 3
MetLife of CT Separate Account Ten for Variable Annuities Portfolio Architect L
Vintage II
Vintage II (Series II)
Vintage 3
Vintage L
MetLife of CT Separate Account PF for Variable Annuities 07/30/1997 Prim Elite IT
MetLife of CT Separate Account XX XX for Variable Annuities
MetLife of CT Fund ABD for Variable Annuities 10/17/1995 MetLife Access
MetLife of CT Fund ABD II for Variable Annuities MetLife Access Select
Portfolio Architect
Portfolio Architect Select
Premier Advisers
Premier Advisers (Class II)
Premier Advisers II
Premier Advisers III
Premier Advisers III (Series II)
MetLife of CT Fund U for Variable Annuities 09/02/1982 Universal Annuity
Universal Annuity Advantage
Universal Select Annuity
MetLife of CT Separate Account TM for Variable Annuities 11/05/1997 Marquis
MetLife of CT Separate Account XX XX for Variable Annuities
MetLife Insurance Company of CT Variable Annuity Separate 09/17/2002 Portfolio Architect Access
Account 2002 Vintage Access
MetLife Life and Annuity Company of CT Variable Annuity
Separate Account 2002
MetLife of CT Separate Account Eleven for Variable Annuities 11/14/2002 Portfolio Architect Plus
MetLife of CT Separate Account Twelve for Variable
Annuities
MetLife of CT Separate Account Thirteen for Variable 11/14/2002 Portfolio Architect II
Annuities
MetLife of CT Separate Account Fourteen for Variable
Annuities
MetLife of CT Fund UL for Variable Life Insurance 07/02/1987 MetLife Variable Life
Variable Survivorship Life
Variable Survivorship Life II
Variable Life Accumulator
Variable Life Accumulator Series III
Invest
MarketLife
MetLife of CT Fund UL II for Variable Life Insurance 10/17/1995 MetLife Variable Life
Variable Survivorship Life
Variable Survivorship Life II
Variable Life Accumulator
Variable Life Accumulator (Series 2)
Variable Life Accumulator Series III
MarketLife
MetLife of CT Fund UL III for Variable Life Insurance 01/15/1999 COLI 1
COLI 1 - Series 2
COLI 2000
COLI III
Corporate Select
COLI IV
MetLife of CT Separate Account CPPVUL1 09/01/2002 COLI Private Placement
MetLife of CT Separate Account PP for Variable Life 11/21/2000 PPVUL1 (Xxxxxxxxx)
Insurance (unregistered)
[LOGO OF Fidelity INVESTMENTS]
May 16, 2007
Metlife Life and Annuity Company of Connecticut
Ms. Xxxx Sandanato
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Participation Agreement among Variable Insurance Products Fund, Variable
Insurance Products Fund II, Variable Insurance Products Fund III, Fidelity
Distributors Corporation (the "Underwriter") and Insurance Company (the
"Company"), dated May 1, 2001, as amended (the "Participation Agreement")
Dear Ms. Sandanato:
The Company, the Underwriter and the above referenced Variable Insurance
Products Funds (the "Current Funds") are parties to the above-referenced
Participation Agreement. As explained in the notice sent to you on May 3, 2007,
Fidelity is in the process of reorganizing some of the portfolios of the
Current Funds (the "Affected Portfolios") for administrative purposes. In
connection with this reorganization, the Affected Portfolios will be moved into
corresponding "shell" portfolios of a new Variable Insurance Products Fund V
("Fund V"). A list of all of the Affected Portfolios covered by the
reorganization and the corresponding Fund V portfolios is set forth on the
attached Exhibit.
In connection with this change, we are asking for your consent to (1) the
amendment of the Participation Agreement to add Fund V as a "Fund" party under
the terms of the Participation Agreement (the "Amendment") and (2) the
assignment of all of the Current Funds' rights, benefits and obligations under
the Participation Agreement with respect to the Affected Portfolios to Fund V,
with respect to the corresponding portfolios of Fund V, and the release of the
Current Funds from the obligations so assigned (the "Assignment"). The
Participation Agreement will remain in full force and effect in accordance with
its terms, as so amended and assigned herein.
Your signature below will indicate the Company's consent to the Amendment and
Assignment of the Participation Agreement as set forth above, to become
effective immediately upon consummation of the reorganization.
Thank you for your prompt attention to this matter. If for some reason we
cannot obtain your signature prior to the reorganization, and the Company
submits orders or instructions under the
Fidelity Investments Institutional 000 Xxxxx Xxxxxx
Services Company, Inc. Xxxxxxxxxx, XX 00000
Participation Agreement thereafter, we will deem the Company to have consented
to these matters. Please do not hesitate to contact your Fidelity Relationship
Manager or Key Account Manager if you have any questions.
Very truly yours,
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III,
VARIABLE INSURANCE PRODUCTS FUND IV, and
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/ Xxxxxxxxx Xxxxxxxxxx
-----------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Treasurer
The Undersigned Consents to the Amendment and Assignment of the Participation
Agreement as of this 18th day of June 2007:
METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
---------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President and Actuary
Please keep one copy and return the other to:
Xxxxxx Xxxxxx
Director, Contracts Management
Fidelity Investments
000 Xxxxx Xxxxxx, X0X
Xxxxxxxxxx XX 00000
THIRD AMENDMENT DATED OCTOBER 1, 2005
TO THE
AMENDED AND RESTATED PARTICIPATION AGREEMENT DATED MAY 1, 2001
Second Amendment to the Participation Agreement (the "Agreement") by and among
Fidelity Distributors Corporation, Variable Insurance Products Fund, Variable
Insurance Products Fund II, Variable Insurance Products Fund III (collectively,
the "Fund") and The Travelers Insurance Company (the "Company"), a Connecticut
life insurance company, each on behalf of itself and each of its segregated
asset accounts (the "Accounts") listed in Schedule A hereto.
WHEREAS, each of the parties desires to update the list of Contract forms that
are issued from Accounts which invest in shares of the Fund, each of the
parties hereby agrees to amend Schedule A of the Agreement by adding the new
contract form number shown below to those listed on Schedule A and to replace
existing Schedule A with the new Schedule A attached hereto:
DATE ESTABLISHED BY NEW POLICY FORM NUMBERS OF
NAME OF SEPARATE ACCOUNT BOARD OF DIRECTORS CONTRACTS FUNDED BY SEPARATE ACCOUNT
------------------------ ------------------- ------------------------------------
TIC Separate Account CPPVULI 09-01-02 COLI Private Placement (L-17755)
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to
the Agreement to be executed in their names and on their behalf by and through
their duly authorized officers signing below.
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Its: Vice President and Asst. Secretary
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VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II, AND
VARIABLE INSURANCE PRODUCTS FUND III
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxxx
----------------------------------
Their: Treasurer, SVP
----------------------------------
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx Xxxxxxxx
----------------------------------
Name: Xxxx Xxxxxxxx
----------------------------------
Its: EVP
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SCHEDULE A
TRAVELERS INSURANCE COMPANY
---------------------------
VIP. VIP II. VIP III
--------------------
NOVEMBER XX. 2004
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SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
------------------------------------------
DATE
ESTABLISHED
BY BOARD OF POLICY FORM NUMBERS OF CONTRACTS FUNDED
NAME OF SEPARATE ACCOUNT DIRECTORS BY SEPARATE ACCOUNT
------------------------ ----------- --------------------------------------------
The Travelers Fund BD III for Variable Annuities 3/27/97 Portfolio Architect XTRA (L-14539)
Vintage XTRA (L-21261)
The Travelers Separate Account Five for Variable Annuities 6/8/98 Travelers Retirement Account (L-22229)
The Travelers Separate Account QP for Variable Annuities 12/26/95 Gold Track (L-14666)
Gold Track Select (L-14666)
The Travelers Separate Account QPN for Variable Annuities 12/26/95 BluePrint (L-14634)
(unregistered) BluePrint II (L-14634)
Unregistered GoldTrack Express
(L-14634)
Travelers Retirement Perspectives (L-14664 -
401K)
The Travelers Separate Account Nine for Variable Annuities 6/18/99 Vintage II (L-22270)
Vintage 3 (L-22270-OL)
The Travelers Separate Account PF for Variable Annuities 7/30/97 PrimElite II (L-22355)
The Travelers Fund ABD for Variable Annuities 10/17/95 Access (L-14539)
Access Select (L-14539)
Portfolio Architect (L-l4539)
Portfolio Architect Select (L-14539)
Premier Advisers (L-14539)
Premier Advisers II (L-14530)
The Travelers Fund U for Variable Annuities 9/2/82 Universal Annuity (LVA-10FPU; LVAFPG)
The Travelers Fund UL III for Variable Life Insurance 1/15/99 COLI 2000 (L-15491)
COLI(L-15310)
Travelers Corporate Benefit Life (L-15927)
The Travelers Separate Account PP for Variable Life Insurance 11/21/00 Private Placement COLI (L-15779)
(unregistered)
The Travelers Fund UL for Variable Life Insurance 7/2/87 Variable Survivorship Life (L-15258)
Variable Survivorship Life II (L-15847)
MarketLife(L-ULV)
Accumulator (L-15598)
Variable Life (L-15598)
The Travelers Separate Account TM for Variable Annuities 11/5/97 Marquis (TL-22156)
TIC Variable Annuity Separate Account 2002 9/17/02 Portfolio Architect Access (L-22156)
Vintage Access (L-22156)
TIC Separate Account Eleven for Variable Annuities 11/14/02 Portfolio Architect Plus (L-22378)
TIC Separate Account Thirteen for Variable Annuities 11/14/02 Portfolio Architect II (L-22386)
TIC Separate Account CPPVUL1 9/1/02 COLI Private Placement (L-17222)
COLI Private Placement 10.05 (1-17755)
