AMENDMENT TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMONG
MFS VARIABLE INSURANCE TRUST,
MFS VARIABLE INSURANCE TRUST II,
METROPOLITAN LIFE INSURANCE COMPANY
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
This Amendment to the Participation Agreement among MFS Variable Insurance Trust
and MFS Variable Insurance Trust II (collectively the "Trusts"), Massachusetts
Financial Services Company ("MFS") and Metropolitan Life Insurance Company (the
"Company") dated May 1, 2009, as amended to date ("Agreement") is effective this
1st day of May 2016. All capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to such term in the Agreement.
WHEREAS, the parties desire to add to the Agreement MFS Variable Insurance Trust
III ("Trust III"), a Delaware statutory trust for which MFS Fund Distributors,
Inc. ("Underwriter") serves as principal underwriter; and
WHEREAS, MFS desires to assign all rights, duties and obligations under the
Agreement to Underwriter and Underwriter agrees to be bound by and perform the
same accordingly; and
WHEREAS, the Company hereby consents to such assignment.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Trusts, and MFD and MFS hereby agree as follows:
1. Trust III is hereby added as a party.
2. All references to "Trust(s)" now include, as the context may require,
Trust III.
3. All references to "Massachusetts Financial Services Company" and "MFS" are
replaced with "MFS Fund Distributors, Inc." and "Underwriter", respectively.
4. Article XIII, "Notices," is hereby restated in its entirety as follows:
ARTICLE XIII. NOTICES
Any notice shall be sufficiently given when sent by registered or certified
mail, overnight courier, email or facsimile to the other party at the address of
such party set forth below or at such other address as such party may from time
to time specify in writing to the other party.
If to Trusts:
MFS VARIABLE INSURANCE TRUST I, MFS VARIABLE INSURANCE TRUST II AND MFS VARIABLE
INSURANCE TRUST III
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇
If to Company:
METROPOLITAN LIFE INSURANCE COMPANY
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Law Department
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
METROPOLITAN LIFE INSURANCE COMPANY
WITH A COPY TO:
METROPOLITAN LIFE INSURANCE COMPANY
GVUL
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
METROPOLITAN LIFE INSURANCE COMPANY
Specialized Benefit Resources
▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
If to MFD:
MFS FUND DISTRIBUTORS, INC.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
Attn: General Counsel
4.5. Schedule A of the Agreement is deleted in its entirety and replaced with
the attached.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement 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 above.
METROPOLITAN LIFE INSURANCE MFS VARIABLE INSURANCE TRUST,
COMPANY ON BEHALF OF THE PORTFOLIOS
By its authorized officer By its authorized officer and not individually,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President Assistant Secretary
MFS FUND DISTRIBUTORS, INC. MFS VARIABLE INSURANCE TRUST II,
By its authorized officer, ON BEHALF OF THE PORTFOLIOS
By its authorized officer and not individually,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President Assistant Secretary
MFS VARIABLE INSURANCE TRUST III,
ON BEHALF OF THE PORTFOLIOS
By its authorized officer and not individually,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
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As of May 1, 2016
SCHEDULE A
ACCOUNTS, POLICIES, AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
--------------------------------------
NAME OF SEPARATE ACCOUNT AND
DATE ESTABLISHED BY BOARD OF PORTFOLIOS APPLICABLE
DIRECTORS TO POLICIES
------------------------------------------- ---------------------------
Paragon Separate Account A (1)
October 30, 1987
Paragon Separate Account B (1)
January 4, 1993
Paragon Separate Account D (1)
January 3, 1995
Metropolitan Life Separate Account
UL (1)
December 13, 1988
Metropolitan Life Separate Account
DCVL (1)
November 4, 2003
Metropolitan Life Variable Annuity (1)
Separate Account II
July 6, 1994
(1) Portfolios Applicable to Policies:
VIT I VIT II
----- ------
MFS Global Equity Series MFS Blended Research Core Equity Portfolio
MFS Growth Series MFS Core Equity Portfolio
MFS Investors Trust Series MFS Corporate Bond Portfolio
MFS Mid Cap Growth Series MFS Emerging Markets Equity Portfolio
MFS New Discovery Series MFS Global Governments Portfolio
MFS Research Series MFS Global Growth Portfolio
MFS Total Return Bond Series MFS Global Research Portfolio
MFS Total Return Series MFS Global Tactical Allocation Portfolio
MFS Utilities Series MFS Government Securities Portfolio
MFS Value Series MFS High Yield Portfolio
MFS International Growth Portfolio
MFS International Value Portfolio
MFS Massachusetts Investors Growth Stock
Portfolio
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As of May 1, 2016
MFS U.S. Government Money Market Portfolio*
MFS Research International Portfolio
MFS Strategic Income Portfolio
MFS Technology Portfolio
VIT III
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MFS Inflation-Adjusted Bond Portfolio
MFS Blended Research Small Cap Equity Portfolio MFS Limited Maturity Portfolio
MFS Conservative Allocation Portfolio MFS Mid Cap Value Portfolio
MFS Global Real Estate Portfolio MFS Moderate Allocation Portfolio
MFS Growth Allocation Portfolio MFS New Discovery Value Portfolio
And any other Portfolios or series of shares of the Trusts that are available
and open to new investors on or after the effective date of this Agreement.
*MFS U.S. Government Money Market Portfolio shall only be available through two
GVUL policies, i.e., GVUL MFS and GVUL MetFlex II.
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