EX-99.8 (VI)(C) 13 d812141dex998vic.txt AMENDMENT TO PARTICIPATION AGREEMENT WITH LEGG MASON PARTNERS VAR EQUITY TRUST SECOND AMENDMENT TO PARTICIPATION AGREEMENT This Second Amendment to Participation Agreement ("Amendment") is entered into by and among LEGG MASON INVESTOR SERVICES, LLC (the "Distributor"), LEGG MASON PARTNERS FUND ADVISOR, LLC (the "Adviser"), LEGG MASON PARTNERS VARIABLE EQUITY TRUST and LEGG MASON PARTNERS VARIABLE INCOME TRUST (each a "Fund", collectively the "Funds") and METLIFE INSURANCE COMPANY OF CONNECTICUT (the "Company"). WHEREAS, the parties entered into a Participation Agreement dated January 1, 2009, as amended April 30, 2010 (the "Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement; WHEREAS, following the close of business on November 14, 2014, the Company's affiliate, MetLife Investors USA Insurance Company (the "Company's Affiliate"), will merge into the Company; WHEREAS, as a result of the merger, the separate accounts of Company's Affiliate, and the variable life insurance policies and variable annuity contracts issued through those separate accounts will become Accounts and Contracts of the Company; WHEREAS, simultaneously with the merger, the Company will change its state of domicile from the State of Connecticut to the State of Delaware and will change its name to MetLife Insurance Company USA; WHEREAS, the parties desire to amend the Agreement to reflect the foregoing and to modify certain other provisions of the Agreement; NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the parties agree as follows: 1. The amendments set forth herein shall be effective as of November 17, 2014. 2. The name of the Company is hereby changed to MetLife Insurance Company USA. 3. Schedule A and Schedule B of this Amendment, attached hereto, supersede and replace in their entirety the Schedule A and Schedule B of the Agreement. 4. The Company represents and warrants that it understands the requirements of all applicable laws, rules or regulations relating to bribery and corruption both in the Company's home jurisdiction and in any other jurisdictions which may have a connection to the services performed by the Company in connection with the Agreement. The Company further represents and warrants that it will fully and faithfully comply with all requirements of such laws, rules or regulations in connection with all activities under or in any way connected with the Agreement and such requirements that the Fund or the Distributor may notify to Company. 1 5. If Distributor's payments to Company under Section 2.8 of the Participation Agreement dated January 1, 2009 in whole or in part are financed by a Fund in accordance with a Fund's plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, then in the event of the termination, cancellation or modification of such 12b-1 plan by a Fund's board of directors or trustees or shareholders, Company agrees upon notification at the Distributor's option to waive its right to receive such compensation pursuant to aforesaid Section 2.8 until such time, if ever, as Distributor receives payment. 6. The following replaces the two addresses for the Company set forth in ARTICLE X. NOTICES: ------- "If to the Company: MetLife One Financial Center, 20th Floor Boston, MA 02111 Attn: Law Department" 7. OTHER TERMS. Other than the foregoing, all other terms and conditions of ----------- the Agreement shall remain unchanged and in full force and effect and are ratified and confirmed in all respects by the parties to this Amendment. 2 For the purpose of referring to this Amendment, the date of this Amendment shall be November 17, 2014. LEGG MASON INVESTOR SERVICES, LLC METLIFE INSURANCE COMPANY OF CONNECTICUT (TO BE RENAMED METLIFE INSURANCE COMPANY USA ON NOVEMBER 14, 2014) By: /s/ Jeremiah O'Shea By: /s/ Karen A. Johnson ------------------------- ------------------------- Name: Jeremiah O'Shea Name: Karen A. Johnson Title: Managing Director Title: Vice President Date: 10/30/14 Date: 10/23/14 LEGG MASON PARTNERS FUND ADVISOR, LLC LEGG MASON PARTNERS VARIABLE EQUITY TRUST By: /s/ Kenneth D. Fuller By: /s/ Kenneth D. Fuller ------------------------- ------------------------- Name: Kenneth D. Fuller Name: Kenneth D. Fuller Title: Managing Director Title: Managing Director Date: 10/31/14 Date: 10/31/14 LEGG MASON PARTNERS VARIABLE INCOME TRUST By: /s/ Kenneth D. Fuller ------------------------- Name: Kenneth D. Fuller Title: Managing Director Date: 10/31/14
3 SCHEDULE A ---------- SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS ------------------------------------------
SEPARATE ACCOUNTS PRODUCTS ----------------- -------- METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES Gold Track Gold Track Select Gold Track Select - NY Marquis Portfolios MetLife Access MetLife Access Select MetLife Retirement Account Pioneer AnnuiStar Pioneer AnnuiStar Flex Pioneer AnnuiStar Plus Pioneer AnnuiStar Value Portfolio Architect Portfolio Architect II Portfolio Architect 3 Portfolio Architect Access Portfolio Architect L Portfolio Architect Plus Portfolio Architect Select Portfolio Architect XTRA Premier Advisers Premier Advisers - Class II Premier Advisers (Series II) Premier Advisers II Premier Advisers III Premier Advisers III (Series II) Premier Advisers AssetManager Premier Advisers L Premier Advisers L- Series II PrimElite Annuity PrimElite II Annuity Universal Annuity Universal Select Annuity Universal Annuity Advantage Vintage Access
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Vintage Annuity Vintage II Vintage II- Series II Vintage 3 Vintage L Vintage XTRA Vintage XTRA- Series II METLIFE OF CT SEPARATE ACCOUNT QPN FOR VARIABLE ANNUITIES Blue Print I Unregistered Blue Print II Unregistered MetLife Retirement Perspectives Prime Builder I Unregistered Prime Builder II Unregistered Unallocated Group Unregistered Gold Track Unregistered Gold Track - VSP Unregistered Gold Track Express METLIFE OF CT FUND UL FOR VARIABLE LIFE INSURANCE Invest MarketLife MetLife Variable Life MetLife Variable Life Accumulator MetLife Variable Life Accumulator Series 2 MetLife Variable Life Accumulator Series III MetLife Variable Survivorship Life MetLife Variable Survivorship Life II VintageLife METLIFE OF CT FUND UL III FOR VARIABLE LIFE INSURANCE Corporate Owned VUL I Corporate Owned VUL 2000 Corporate Owned VUL III Corporate Owned VUL IV Corporate Select Policy METLIFE OF CT SEPARATE ACCOUNT CPPVUL1 COLI PPVUL1 Unregistered
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METLIFE INVESTORS USA SEPARATE ACCOUNT A Marquis Portfolios (MLI USA) MetLife Investment Portfolio Architect PrimElite III Pioneer Prism Pioneer Prism L Pioneer Prism XC PrimElite IV Vintage L (MLI USA) Vintage XC
6 SCHEDULE B ---------- PORTFOLIOS AVAILABLE UNDER THE CONTRACTS ---------------------------------------- All Funds shall pay 12b-1 fees in the amount as stated in each Fund's then current prospectus.
LEGG MASON PARTNERS VARIABLE EQUITY TRUST FUND NAME CLASS CUSIP ----------------------------------------------------------------- ------ --------- ClearBridge Variable Aggressive Growth Portfolio I 52467X203 ClearBridge Variable Aggressive Growth Portfolio II 52467X872 ClearBridge Variable Appreciation Portfolio I 52467W882 ClearBridge Variable Equity Income Portfolio I 52467W833 ClearBridge Variable Equity Income Portfolio II 52467W205 ClearBridge Variable Large Cap Growth Portfolio I 52467X609 ClearBridge Variable Large Cap Value Portfolio I 52467M504 ClearBridge Variable Mid Cap Core Portfolio I 52467X708 ClearBridge Variable Small Cap Growth Portfolio I 52467M843 Legg Mason Investment Counsel Variable Social Awareness Portfolio Single 52467X880 Permal Alternative Select VIT Portfolio II 52467X831 QS Legg Mason Variable Lifestyle Allocation 50% Single 52467W502 QS Legg Mason Variable Lifestyle Allocation 70% Single 52467W601 QS Legg Mason Variable Lifestyle Allocation 85% Single 52467W700
LEGG MASON PARTNERS VARIABLE INCOME TRUST FUND NAME CLASS CUSIP ----------------------------------------------------------------- ------ --------- Western Asset Variable Global High Yield Bond Portfolio I 52467K839 Western Asset Variable High Income Portfolio Single 52467K771 Western Asset Variable Money Market Portfolio Single 52467K763
LEGG MASON FUNDS FUND NAME CLASS CUSIP ----------------------------------------------------------------- ------ --------- ClearBridge Small Cap Value Fund A 52469G513 Western Asset Corporate Bond Fund A 52469F317
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