EX-99.(3)(D)(II) 2 d308221dex993dii.txt AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT WITH AMERICAN FUNDS AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT WITH AMERICAN FUNDS AMENDMENT NO. 3 TO THE PARTICIPATION AGREEMENT This Amendment, ("Amendment") dated May 1, 2016, is to the Participation Agreement dated May 16, 1989, as amended, (the "Agreement") by and among Metropolitan Life Insurance Company (successor in interest to Paragon Life Insurance Company) ("MetLife") on behalf of itself and certain of its separate accounts, American Funds Insurance Series (the "Series") and Capital Research and Management Company ("CRMC"). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement. WHEREAS, the Cash Management Fund converted to the Ultra-Short Bond Fund effective May 1, 2016, and; WHEREAS, MetLife, Series, and CRMC desire to amend the Agreement. NOW, THERFORE, the Agreement is amended as follows: 1. Appendix B of the Agreement is hereby deleted in its entirety and replaced with Appendix B attached hereto. 2. Section 11 is revised by replacing the following as notice address for Metropolitan Life Insurance Company. Metropolitan Life Insurance Company 13045 Tesson Ferry Rd. St. Louis, MO 63105 Attn: Elizabeth Rich With a copy to: Metropolitan Life Insurance Company One Financial Center 20th Floor Boston, MA 02111 3. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. Page 1 of 3 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. METROPOLITAN LIFE INSURANCE COMPANY (ON BEHALF OF THE SEPARATE ACCOUNTS) By: /s/ Gregory E. Illson ------------------------------ Name: Gregory E. Illson Title: Vice President AMERICAN FUNDS INSURANCE SERIES By: /s/ Steven I. Koszalka ------------------------------ Name: Steven I. Koszalka Title: Secretary CAPITAL RESEARCH AND MANAGEMENT COMPANY By: /s/ Michael J. Downer ------------------------------ Name: Michael J. Downer Title: Senior Vice President and Secretary Page 2 of 3 APPENDIX B ---------- American Funds Insurance Series: -------------------------------- o Asset Allocation Fund Class 1 o Bond Fund Class 1 o Ultra Short-Bond Fund Class 1 o Global Growth Fund Class 1 o Global Small Capitalization Fund Class 1 o Growth Fund Class 1 o Growth-Income Fund Class 1 o High-Income Bond Fund Class 1 o International Fund Class 1 o New World Fund Class 1 Page 3 of 3