AMENDMENT NO. 4 DATED MARCH 6, 2017
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2005
THIS AMENDMENT, dated as of March 6, 2017, amends the Participation Agreement,
dated the 1st day of May, 2005, as amended, by and among BRIGHTHOUSE LIFE
INSURANCE COMPANY (fka MetLife Insurance Company USA, the "Company"), on behalf
of itself and certain of its separate accounts identified in the Agreement; THE
UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund"); ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION,
INC. (the "Distributor"); and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC. (the
"Adviser") (the "Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meaning ascribed such terms in the Agreement.
WHEREAS, pursuant to the Agreement, the Company purchases shares of certain
Portfolios on behalf of its Accounts to fund the Contracts, each as specified in
Schedule A to the Agreement;
WHEREAS, on March 6, 2017, Company changed its name to Brighthouse Life
Insurance Company;
WHEREAS, the parties desire to amend the Agreement to reflect the new name of
the Company;
WHEREAS, the parties desire to amend the Agreement to update the addresses of
all parties in Article XI of the Agreement; and
WHEREAS, the parties desire to revise the list of Accounts in Schedule A of the
Agreement to reflect name changes resulting from Company's name change.
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. Effective March 6, 2017, the defined term "Company" in the Agreement
shall be thereafter deemed to refer to Brighthouse Life Insurance
Company, on its own behalf and on behalf of each separate account set
forth on Schedule A of the Agreement.
2. The addresses of the parties provided in Article XI are amended to read
as follows:
If to the Fund, the Distributor and/or the Adviser:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
With a copy to:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds
▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: Client Service Department
If to the Company:
-----------------
Brighthouse Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: The Law Group
3. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the new Schedule A 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.
The Agreement, as amended, 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 Amendment has been
executed and delivered by the parties.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 4
to the Agreement to be executed in its name and on its behalf by and through
their duly authorized officers signing below.
METLIFE INSURANCE COMPANY
USA (TO BE RENAMED BRIGHTHOUSE
LIFE INSURANCE COMPANY AS OF
MARCH 6, 2017)
(ON BEHALF ITSELF AND EACH ACCOUNT)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Director
UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & Principal
Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
SCHEDULE A
REGISTERED SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
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The Agreement shall apply to all registered Contracts issued and serviced by the
Company that are funded by any of the following registered Separate Accounts:
NAME OF SEPARATE ACCOUNT AND
DATE ESTABLISHED BY BOARD OF DIRECTORS
REGISTERED ACCOUNT(S) DATE ESTABLISHED
Brighthouse Fund UL III for Variable Life Insurance 01/15/99
Brighthouse Separate Account Eleven for Variable Annuities 11/14/02
Brighthouse Variable Annuity Account A 05/29/80
UNREGISTERED SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
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The Agreement shall apply to all unregistered Contracts issued and serviced by
the Company funded by any of the following unregistered Separate Accounts:
NAME OF SEPARATE ACCOUNT AND
DATE ESTABLISHED BY BOARD OF DIRECTORS
REGISTERED ACCOUNT(S) DATE ESTABLISHED
Brighthouse Separate Account CPPVL1 09/01/02
