EX-99.(H).I.C.1 2 tm2035266d1_ex-hic1.htm BLACKROCK AMENDMENT NO. 2 AND THIRD AMENDMENT TO PARTICIPATION AGREEMENT

 

Exhibit (h) i. c. 1.

 

BlackRock Limited 

 

Second Amendment to Fund Participation Agreement

 

This Second Amendment (the “Amendment”), effective as of October 1, 2020 (“Effective Date”), to the Fund Participation Agreement dated as of February 1, 2017, as amended (“Agreement”), by and among Massachusetts Mutual Life Insurance Company (the “Company”) and on its own behalf and on behalf of each separate account of the Company set forth on Schedule A as may be amended from time to time (each separate account hereinafter referred to individually as an “Account” and collectively as the “Accounts”) and BlackRock Variable Series Funds, Inc. and BlackRock Variable Series Funds II, Inc., (collectively, the “Funds”) and BlackRock Investments, LLC (“BRIL” or “Underwriter” and the Funds collectively, “the Fund Parties”).

 

WHEREAS, the parties wish to amend the Agreement to modify certain sections of the Agreement including Exhibit B;

 

NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties, intending to be legally bound, agree as follows:

 

1.Article 3 Representations and Warranties, Section 3.9. is hereby replaced in its entirety with the following:

 

3.9          (a)          As long as Shares of the Fund are held on behalf of Contract owners, the Company shall comply with Applicable Law (including, but not limited to, any disclosure regarding fees or other compensation paid to the Company pursuant to this Agreement or any Related Agreement). The Company shall have policies and procedures in place which the Company reasonably believes to be appropriate and sufficient with regard to the handling of orders on a timely basis and which the Company believes provide adequate controls and procedures to ensure ongoing compliance with the requirements of this Section 3.9 as applicable and effective. Subject to legal restrictions, the Company will, upon request, promptly provide to Fund Parties evidence of those policies and procedures and the Company’s compliance therewith. The Company will, upon request, annually certify to compliance with Applicable Law. The Company acknowledges and agrees that Fund Parties are not responsible for the Company’s compliance with Applicable Law and have no responsibility for determining whether the Fund Shares are suitable for the Accounts or Contract owners. (All applicable laws, rules and regulations including, without limitation, the rules and regulations of any regulatory or self-regulatory authority with jurisdiction over a party are collectively referred to herein as “Applicable Law”.)

 

(b)          Without limiting the generality of Section 3.9(a) above, as long as Shares of the Fund are held on behalf of Contract owners, the Company has adopted, implemented and shall maintain and comply with a reasonable risk-based program to comply with all applicable economic, trade and financial sanctions laws, resolutions, executive orders and regulations enacted by the United States (including as administered and/or enforced by the Office of Foreign Assets Control), , the United Nations and other applicable jurisdictions (collectively, “Sanctions Laws”). The Company shall maintain and comply with policies, procedures and controls that are reasonably designed to ensure compliance with Sanctions Laws and limit the risk of transactions that could be regarded as circumventing Sanctions Laws and that it, the Accounts, the Contract owners and, to the extent required by law, its and their owners and controllers (i) are not in violation of any Sanctions Laws or on any list of prohibited individuals or entities enacted under Sanctions Laws (collectively, “Sanctions Lists”) and (ii) are not located, organized or doing business in a country or territory that is, or whose government is, the target of embargo or countrywide sanctions under any Sanctions Laws. The Company agrees that it will take

 

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BlackRock Limited 

 

reasonable steps to ensure that Account and Contract owner funds shall not be directly or indirectly derived from or invested for the benefit of, persons, entities or countries that are subject to any country embargoes, in violation of any Sanctions Laws or on any Sanctions Lists. The Company will promptly inform BRIL in writing if with respect to the transactions in the shares or the Company’s services, the Company becomes aware of any violations of Sanctions Laws by itself or any of the Accounts or Contract owners or to the extent required by Applicable Law, any of their owners or controllers or if it or any of the Accounts or Contract owners or any of their owners or controllers are the target of embargo or identified on any Sanctions Lists or if the Company is otherwise unable to comply with its obligations under this Section 3.9(b).

 

(c)          Without limiting the generality of Section 3.9(a) above, as long as Shares of the Fund are held on behalf of Contract owners, the Company has adopted, implemented and shall maintain and comply with an anti-money laundering program to comply with (i) all applicable United States laws and regulations relating to anti-money laundering, including the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and the Bank Secrecy Act, as amended by the USA PATRIOT Act, and SEC and FINRA rules and regulations (collectively, “AML Laws”). The Company shall maintain and comply with written policies, procedures and controls designed to detect, prevent and report money laundering or other suspicious activity and prohibit dealings with shell banks. The Company shall have a written customer identification program that complies with AML Laws, including the FinCEN CDD rule (31 CFR Parts 1010, 1020, 1023, 1024 and 1026) which outlines requirements to identify and verify the identity of beneficial owners. In addition, the Company shall have a designated anti-money laundering compliance officer, and the Company shall provide anti-money laundering training to its staff on an annual basis. Finally, the Company’s anti-money laundering program shall provide for an independent audit of its anti-money laundering program on an annual basis. The Company will promptly inform BRIL in writing, to the extent not prohibited by Applicable Law, if the Company becomes aware of any violations of AML Laws by it or any Account or Contract owner with respect to the Company’s services or transactions in Shares or if the Company is otherwise unable to comply with its obligations under this Section 3.9(c).

 

(d)          As long as Shares of the Fund are held on behalf of Contract owners, the Company shall provide BRIL with such information as it may reasonably request, including, but not limited to, the filling out of questionnaires, attestations and other documents, to enable Fund Parties to fulfill their obligations under Sanctions Laws and AML Laws (including maintaining records for at least five years). Without limiting the generality of the foregoing, and subject to legal restrictions, the Company will, upon request, promptly provide to Fund Parties evidence of (i) its policies and procedures that are designed to comply with AML Laws and Sanctions Laws and (ii) the Company’s compliance therewith.

 

(e)          As long as Shares of the Fund are held on behalf of Contract owners, the Company represents and warrants that neither it nor any of its principals have been previously indicted with respect to or convicted of any criminal charges related to money laundering, and neither it nor any of its executive officers is the subject of any criminal action of any nature or of any regulatory or self-regulatory action relating to money laundering.

 

2.Exhibit B is hereby deleted in its entirety and replaced as attached herewith in.

 

3.Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

 

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4.This Amendment set forth herein is limited precisely as written and shall not be deemed to be an amendment, consent, waiver or modification of any other term or condition of the Agreement. Except as expressly modified hereby, the terms and provisions of the Agreement shall remain unchanged and shall continue in full force and effect.

 

5.This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Amendment.

 

6.This Amendment shall be governed by the laws of such jurisdiction specified in, and construed in accordance with, the Agreement.

 

 

REMAINDER OF THE PAGE INTENTIONALLY BLANK

 

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BlackRock Limited 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly authorized officers as of the Effective Date.

 

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
     
     
/s/ Michael S. Dunn  
By: Michael S. Dunn  
Title: Head of Institutional Insurance  

 

BLACKROCK VARIABLE SERIES FUNDS, INC.
     
     
/s/ Charles C.S. Park  
By: Charles C.S. Park  
Title: Managing Director  

 

BLACKROCK VARIABLE SERIES FUNDS II, INC.
     
     
/s/ Charles C.S. Park  
By: Charles C.S. Park  
Title: Managing Director  

 

BLACKROCK INVESTMENTS, LLC
     
     
/s/ Ariana Brown  
By: Ariana Brown  
Title: Director  

 

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BlackRock Limited 

 

Exhibit B

 

Portfolios and Share Classes of each Fund now or in the future offered to Accounts of the Company, including, but not limited to:

 

BlackRock Variable Series Funds, Inc.

 

Fund   Class   CUSIP   Tickers
             
BlackRock Advantage Large Cap Core V.I. Fund   I   09253L611   LGCCI
BlackRock Advantage Large Cap Core V.I. Fund   II   09253L595   LGCII
BlackRock Advantage Large Cap Core V.I. Fund   III   09253L587   LCIII
BlackRock Advantage Large Cap Value V.I. Fund   I   09253L546   LCATT
BlackRock Advantage Large Cap Value V.I. Fund   II   09253L538   LCBTT
BlackRock Advantage Large Cap Value V.I. Fund   III   09253L520   LVIII
BlackRock Advantage U.S. Total Market V.I. Fund   I   09253L470   SMCPI
BlackRock Advantage U.S. Total Market V.I. Fund   II   09253L462   SMCII
BlackRock Advantage U.S. Total Market V.I. Fund   III   09253L454   SCIII
BlackRock Basic Value V.I. Fund   I   09253L405   BAVLI
BlackRock Basic Value V.I. Fund   II   09253L504   BAVII
BlackRock Basic Value V.I. Fund   III   09253L603   BVIII
BlackRock Capital Appreciation V.I. Fund   I   09253L843   FDGRI
BlackRock Capital Appreciation V.I. Fund   III   09253L827   FGIII
BlackRock Equity Dividend V.I. Fund   I   09253L512   UTTLI
BlackRock Equity Dividend V.I. Fund   III   09253L488   UTIII
BlackRock Global Allocation V.I. Fund   I   09253L777   GLALI
BlackRock Global Allocation V.I. Fund   II   09253L769   GLAII
BlackRock Global Allocation V.I. Fund   III   09253L751   GAIII
BlackRock Government Money Market V.I. Fund*   I   09253L876   DMMKI
BlackRock International V.I. Fund   I   09253L645   IVVVI
BlackRock International Index V.I. Fund   I   09253L355   BIIVX
BlackRock 60/40 Target Allocation ETF V.I. Fund   I   09253L371   BVDAX
BlackRock 60/40 Target Allocation ETF V.I. Fund   III   09253L363   BDAVX
BlackRock Large Cap Focus Growth V.I. Fund   I   09253L579   LGGGI

 

* No payments for administrative services will be made on this Portfolio.

 

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BlackRock Limited 

 

BlackRock Large Cap Focus Growth V.I. Fund   III   09253L553   LGIII
BlackRock Managed Volatility V.I. Fund   I   09253L108   AMBLI
BlackRock Managed Volatility V.I. Fund   III   09253L306   ABIII
BlackRock Small Cap Index V.I. Fund   I   09253L348   BSIVX
BlackRock S&P 500 Index V.I. Fund   I   09253L678   IDXVI
BlackRock S&P 500 Index V.I. Fund   II   09253L660   IXVII
BlackRock S&P 500 Index V.I. Fund   III   09253L652   IVIII

 

BlackRock Variable Series Funds II, Inc.

 

Fund   Class   CUSIP   Tickers
             
BlackRock High Yield V.I. Fund   I   09258X107   HICUI
BlackRock High Yield V.I. Fund   III   09258X206   HCIII
BlackRock Total Return V.I. Fund   I   09258X305   CRBDI
BlackRock Total Return V.I. Fund   III   09258X404   CBIII
BlackRock U.S. Government Bond V.I. Fund   I   09258X503   GVBDI
BlackRock U.S. Government Bond V.I. Fund   III   09258X602   GBIII

 

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BlackRock Limited

 

 

Third Amendment to Fund Participation Agreement

 

This Third Amendment (the “Amendment”), effective as of April 1, 2021 (“Effective Date”), to the Fund Participation Agreement dated as of February 1, 2017, as amended (“Agreement”), by and among Massachusetts Mutual Life Insurance Company (the “Company”) and on its own behalf and on behalf of each separate account of the Company set forth on Schedule A as may be amended from time to time (each separate account hereinafter referred to individually as an “Account” and collectively as the “Accounts”) and BlackRock Variable Series Funds, Inc. and BlackRock Variable Series Funds II, Inc., (collectively, the “Funds”) and BlackRock Investments, LLC (“BRIL” or “Underwriter” and the Funds collectively, “the Fund Parties”).

 

WHEREAS, the parties wish to amend the Agreement to modify certain sections of the Agreement including Exhibit B;

 

NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties, intending to be legally bound, agree as follows:

 

1.Exhibit B is hereby deleted in its entirety and replaced as attached herewith in.

 

2.Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

 

3.This Amendment set forth herein is limited precisely as written and shall not be deemed to be an amendment, consent, waiver or modification of any other term or condition of the Agreement. Except as expressly modified hereby, the terms and provisions of the Agreement shall remain unchanged and shall continue in full force and effect.

 

4.This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Amendment.

 

5.This Amendment shall be governed by the laws of such jurisdiction specified in, and construed in accordance with, the Agreement.

 

REMAINDER OF THE PAGE INTENTIONALLY BLANK

 

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BlackRock Limited

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly authorized officers as of the Effective Date.

 

BLACKROCK VARIABLE SERIES FUNDS II, INC.
           
           
By: /s/ Jay Fife        
Name: Jay Fife        
Title: Managing Director        
           
           
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
           
           
By: /s/ Michael S. Dunn        
Name: Michael S. Dunn        
Title: Head of Institutional Insurance        
           
           
BLACKROCK INVESTMENTS, LLC
           
           
By: /s/ Ariana Brown        
Name: Ariana Brown        
Title: Director        
           
           
BLACKROCK VARIABLE SERIES FUNDS, INC.
           
           
By: /s/ Jay Fife        
Name: Jay Fife        
Title: Managing Director        
           

 

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BlackRock Limited

 

 

Exhibit B

 

Portfolios and Share Classes of each Fund now or in the future offered to Accounts of the Company, including, but not limited to:

 

BlackRock Variable Series Funds, Inc.

 

Fund   Class   CUSIP   Tickers
BlackRock Advantage Large Cap Core V.I. Fund   I   09253L611   LGCCI
BlackRock Advantage Large Cap Core V.I. Fund   II   09253L595   LGCII
BlackRock Advantage Large Cap Core V.I. Fund   III   09253L587   LCIII
BlackRock Advantage Large Cap Value V.I. Fund   I   09253L546   LCATT
BlackRock Advantage Large Cap Value V.I. Fund   II   09253L538   LCBTT
BlackRock Advantage Large Cap Value V.I. Fund   III   09253L520   LVIII
BlackRock Advantage U.S. Total Market V.I. Fund   I   09253L470   SMCPI
BlackRock Advantage U.S. Total Market V.I. Fund   II   09253L462   SMCII
BlackRock Advantage U.S. Total Market V.I. Fund   III   09253L454   SCIII
BlackRock Basic Value V.I. Fund   I   09253L405   BAVLI
BlackRock Basic Value V.I. Fund   II   09253L504   BAVII
BlackRock Basic Value V.I. Fund   III   09253L603   BVIII
BlackRock Capital Appreciation V.I. Fund   I   09253L843   FDGRI
BlackRock Capital Appreciation V.I. Fund   III   09253L827   FGIII
BlackRock Equity Dividend V.I. Fund   I   09253L512   UTTLI
BlackRock Equity Dividend V.I. Fund   III   09253L488   UTIII
BlackRock Global Allocation V.I. Fund   I   09253L777   GLALI
BlackRock Global Allocation V.I. Fund   II   09253L769   GLAII
BlackRock Global Allocation V.I. Fund   III   09253L751   GAIII
BlackRock Government Money Market V.I. Fund*   I   09253L876   DMMKI
BlackRock International V.I. Fund   I   09253L645   IVVVI
BlackRock International Index V.I. Fund   I   09253L355   BIIVX
BlackRock International Index V.I. Fund   III   09253L322   BIIYX
BlackRock 60/40 Target Allocation ETF V.I. Fund   I   09253L371   BVDAX
BlackRock 60/40 Target Allocation ETF V.I. Fund   III   09253L363   BDAVX
BlackRock Large Cap Focus Growth V.I. Fund   I   09253L579   LGGGI

 

 

*No payments for administrative services will be made on this Portfolio.

 

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BlackRock Limited

 

 

BlackRock Large Cap Focus Growth V.I. Fund   III   09253L553   LGIII
BlackRock Managed Volatility V.I. Fund   I   09253L108   AMBLI
BlackRock Managed Volatility V.I. Fund   III   09253L306   ABIII
BlackRock Small Cap Index V.I. Fund   I   I09253L348   BSIVX
BlackRock Small Cap Index V.I. Fund   III   09253L330   BSIYX
BlackRock S&P 500 Index V.I. Fund   I   09253L678   IDXVI
BlackRock S&P 500 Index V.I. Fund   II   09253L660   IXVII
BlackRock S&P 500 Index V.I. Fund   III   09253L652   IVIII

 

BlackRock Variable Series Funds II, Inc.

 

Fund   Class   CUSIP   Tickers
BlackRock High Yield V.I. Fund   I   09258X107   HICUI
BlackRock High Yield V.I. Fund   III   09258X206   HCIII
BlackRock Total Return V.I. Fund   I   09258X305   CRBDI
BlackRock Total Return V.I. Fund   III   09258X404   CBIII
BlackRock U.S. Government Bond V.I. Fund   I   09258X503   GVBDI
BlackRock U.S. Government Bond V.I. Fund   III   09258X602   GBIII

 

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