EX-99.H(XXVIII) 3 d306776dex99hxxviii.txt AMENDMENT TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE 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 111 Huntington Avenue Boston, Massachusetts 02199 Email: DLGDSDealerSpt@MFS.com Facsimile No.: (617) 954-5182 Attn: Ethan D. Corey If to Company: METROPOLITAN LIFE INSURANCE COMPANY One Financial Center Boston, MA 02111 Attn: Law Department Facsimile No.: (617) 578-5538 Email: mabatel@metlife.com METROPOLITAN LIFE INSURANCE COMPANY WITH A COPY TO: METROPOLITAN LIFE INSURANCE COMPANY GVUL 13045 Tesson Ferry Road St. Louis, MO 63128 Attn: Elizabeth Rich Facsimile No.: (314) 543-1852 Email: erich@metlife.com METROPOLITAN LIFE INSURANCE COMPANY Specialized Benefit Resources 501 Route 22 Bridgewater, NJ 08807 Facsimile No.: (908) 253-1480 Email: smodel@metlife.com If to MFD: MFS FUND DISTRIBUTORS, INC. 111 Huntington Avenue Boston, Massachusetts 02199 Email: DLGDSDealerSpt@MFS.com Attn: General Counsel 4.5. Schedule A of the Agreement is deleted in its entirety and replaced with the attached. 170757 - 2 - 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/ Alan C. Leland By: /s/ Ethan D. Corey --------------------------------------------------- --------------------------------------------------- Alan C. Leland Ethan D. Corey 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/ James A. Jessee By: /s/ Ethan D. Corey ----------------------------------------------- ----------------------------------------------- James A. Jessee Ethan D. Corey President Assistant Secretary MFS VARIABLE INSURANCE TRUST III, ON BEHALF OF THE PORTFOLIOS By its authorized officer and not individually, By: /s/ Ethan D. Corey ----------------------------------------------- Ethan D. Corey Assistant Secretary
170757 - 3 - 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
170757 - 4 - 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 ------- 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. 170757 - 5 -