AMENDMENT NO. 6
TO
PARTICIPATION AGREEMENT
AMONG
XXXXXX VARIABLE TRUST,
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP AND
METROPOLITAN LIFE INSURANCE COMPANY
THIS AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of May 1,
2016, amends the Participation Agreement dated as of October 30, 1995, as
amended (the "Agreement") among METROPOLITAN LIFE INSURANCE COMPANY ("Company"),
XXXXXX VARIABLE TRUST (the "Trust"), and XXXXXX RETAIL MANAGEMENT LIMITED
PARTNERSHIP (the "Underwriter"). All capitalized terms not otherwise defined in
this Amendment, shall have the same meaning as ascribed in the Agreement.
WITNESSETH THAT:
WHEREAS, pursuant to the Agreement, the Trust has established Authorized
Funds, as set forth in Schedule B hereto, as such schedule may be amended from
time to time, to set aside and invest assets attributable to the contracts
offered by Company; and
WHEREAS, the parties desire that all Xxxxxx Variable Trust Funds be made
available to Company.
NOW, THEREFORE, in consideration of the mutual promises herein, the Company, the
Trust, and the Underwriter agree as follows:
1. Schedule B to the Agreement is hereby deleted in its entirety and
replaced with the Schedule B attached hereto.
2. Article 11 of the Agreement entitled "Notices" shall be amended as
follows:
"If to the Company:
Metropolitan Life Insurance Company
00000 Xxxxxx Xxxxx Xxxx
Xx. Xxxxx XX 00000
Attention: Xxxxxxxxx Xxxx
MetLife-Specialized Benefit Resources
000 Xxxxx 00
Xxxxxxxxxxx XX 00000
Attention: Xxxxx English
MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Law Department
3. In all other respects, the terms of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Company, Trust and the Underwriter hereto have
caused this Amendment to be executed in their names and on their behalf by their
duly authorized representatives hereto as of the date specified above.
METROPOLITAN LIFE INSURANCE COMPANY
By its authorized officer,
By: /s/ Xxxx X. Xxxxxx, Xx.
----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
XXXXXX VARIABLE TRUST
By its authorized officer,
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
-------------------------------
Title: Fund Treasurer
-------------------------------
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
By its authorized officer,
By: /s/ Xxxx Xxxxxxx
----------------------------------
Name: Xxxx Xxxxxxx
-------------------------------
Title: Head of Relationship Management
-------------------------------
Schedule B
AUTHORIZED FUNDS
----------------
FUND SERVICE FEE RATE
(PER ANNUM RATE)
All Xxxxxx Variable Trust Funds-Class IA N/A
All Xxxxxx Variable Trust Funds-Class IB* 0.25% ((25 bp) of average net asset value of all
Class IB Shares of Authorized Funds)
* Any Fund that does not pay a 12b-l fee shall
not have a Service Fee
