POS EX

As filed with the U.S. Securities and Exchange Commission on May 14, 2021

Registration Nos. 333-40161

811-06025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-6

REGISTRATION STATEMENT

Under the Securities Act of 1933	☐
Post-Effective Amendment No. 27	☒

REGISTRATION STATEMENT

Under the Investment Company Act of 1940	☐
Post-Effective Amendment No. 120	☒

METROPOLITAN LIFE SEPARATE ACCOUNT UL

(Exact Name of Registrant)

METROPOLITAN LIFE INSURANCE COMPANY

(Name of Depositor)

200 Park Avenue

New York, NY 10166

(Address of depositor’s principal executive offices)

Depositor’s Telephone Number, including Area Code: (212) 578-9500

Stephen Gauster, Esq.

Executive Vice President and General Counsel

Metropolitan Life Insurance Company

200 Park Avenue

New York, NY 10166

(Name and Address of Agent for Service)

Copy to:

W. Thomas Conner, Esquire

Vedder Price P.C.

1401 I Street, N.W. Suite 1100

Washington, D.C. 20005

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d). This Post-Effective Amendment relates to The Equity Options (Equity Additions and Equity Enricher)

EXPLANATORY NOTE

This Post-Effective Amendment No. 27 to the Registration Statement on Form N-6 (File No. 333-40161) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 27 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-6. This Post-Effective Amendment No. 27 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”) As permitted by Rule 462(d), This Post-Effective Amendment No. 27 shall become effective upon filing with the SEC.

Item 30. Exhibits

Metropolitan Life Separate Account UL

Part C: Other Information

(a)	Resolution of the Board of Directors of Metropolitan Life effecting the establishment of Metropolitan Life Separate Account UL (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed April 30, 1997.)
(b)	None
(c) (i)	Form of Broker Agreement (Incorporated herein by reference to Post-Effective Amendment No.  5 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed April 30, 1997.)
(ii)	Forms of Selling Agreement (Incorporated herein by reference to Post-Effective Amendment No.  18 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed on April 30, 2004.)
(iii)	Form of Retail Sales Agreement (Incorporation herein by reference to Post-Effective Amendment No.  9 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-83716) filed September 10, 2007.)
(iv)	Amended and Restated Principal Underwriting Agreement with MLIDC dated October  1, 2018 (incorporated herein by reference to Post-Effective Amendment No. 31 to Registration Statement on Form N-4 for Metropolitan Life Separate Account E, File No. 333-52366/811-04001, filed April 23, 2019).
(v)	Enterprise Sales Agreement between MetLife Investors Distribution Company and broker-dealers dated February 2010 (Incorporated herein by reference to Exhibit 3(b)(ii) Post-Effective Amendment No. 14 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-83716) filed April 13, 2010.)
(vi)	Master Retail Sales Agreement between MetLife Investors Distribution Company and broker-dealers dated September 2012 (Incorporated herein by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 11, 2013.)
(d) (i)	Variable Additional Insurance Rider (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-6 (File No. 333-40161) as filed on April 2, 1998.)
(ii)	L98 fixed benefit Life Insurance Policy (Incorporated herein by reference to the Registrant’s Registration Statement on Form S-6 (File No. 333-40161) filed November 13, 1997.)
(iii)	Form of Variable Additional Benefit Rider (Incorporated herein by reference to Post-Effective Amendment No.  2 to the Registrant’s Registration Statement on Form S-6 (File No. 333-40161) filed April 13, 1999.)
(e) (i)	Application for Variable Additional Insurance Rider (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-6 (File No. 333-40161) as filed on April 2, 1998.)
(ii)	Application for L98 fixed benefit Life Insurance Policy (Incorporated herein by reference to the Registrant’s Registration Statement on Form S-6 (File No. 333-40161) filed November 13, 1997.)
(iii)	Application for Form of Variable Additional Benefit Rider (Incorporated herein by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-6 (File No. 333-40161) filed April 13, 1999.)

(f) (i)	Restated Charter and By-Laws of Metropolitan Life (Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form S-6 (File No. 333- 40161) filed April 6, 2000.)
(ii)	Amended Restated Charter and By-Laws of Metropolitan Life (Incorporated herein by reference to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333- 83716) filed March 5, 2002.)
(iii)	Amended and Restated By-Laws of Metropolitan Life (Incorporated herein by reference to Exhibit 3(b)(ii) Post-Effective Amendment No. 14 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-83716) filed April 13, 2010.)
(g)	None
(h) (i)	Participation Agreement among Metropolitan Series Fund, Inc., MetLife Advisers, LLC and Metropolitan Life Insurance Company (8/31/07) (Incorporated herein by reference to Post-Effective Amendment No. 12 to the Registrant’s Registration Statement on Form N-6 (File No. 333-40161) filed April 18, 2008.)
(ii)	Participation Agreement with Met Investors Series Trust (Incorporated herein by reference to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333- 83716) filed March 5, 2002.)
(iii)	Amendments to the Participation Agreements with Met Investors Series Trust and Metropolitan Series Fund, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registrant’s Registration Statement on Form N-6 (File No. 033-57320) filed April 12, 2012.)
(iv)	Participation Agreement dated March 6, 2017 among Brighthouse Funds Trust I, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC. (Incorporated herein by reference to Post-Effective Amendment No. 19 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-176654/811-04001) filed April 12, 2017.)
(v)	Participation Agreement dated March 6, 2017 among Brighthouse Funds Trust II, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC. (Incorporated herein by reference to Post-Effective Amendment No. 19 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-176654/811-04001) filed April 12, 2017.)
(vi)	Amendment dated as of January 1, 2021 to the March 6, 2017 Participation Agreements with Brighthouse Funds Trust I. (filed herewith)
(vii)	Amendment dated as of January 1, 2021 to the March 6, 2017 Participation Agreements with Brighthouse Funds Trust II. (filed herewith)
(i)	None
(j)	None
(k)	Opinion and Consent of Marie C. Swift as to the legality of the securities being registered (Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-6 (File No. 333-40161) filed on April 30, 2004.)
(l)	Actuarial Opinion (Incorporated herein by reference to Post-Effective Amendment No.  12 to the Registrant’s Registration Statement on Form N-6 (File No. 333-40161) filed April 18, 2008.)
(m)	Calculation Exhibit (Incorporated herein by reference to Post-Effective Amendment No.  12 to the Registrant’s Registration Statement on Form N-6 (File No. 333-40161) filed April 18, 2008.)
(n)	Consent of Independent Registered Public Accounting Firm - Not applicable
(o)	None
(p)	None
(q) (i)	Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12)(iii) (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed April 30, 1997.)
(ii)	Addendum to Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12)(iii) (Incorporation herein by reference to Post-Effective Amendment No. 3 to Paragon Separate Account B’s Registration Statement on Form N-6 (File No. 033-47927) filed April 10, 2001.)

(r)	None
(s)	Powers of Attorney for Metropolitan Life Insurance Company and its designated Separate Accounts (Incorporated herein by reference to the Registration Statement on form S-3 (File No. 333-234816) filed on November 22, 2019.)

Item 31. Directors and Officers of Depositor

Name and Principal Business Address	Positions and Offices with Depositor
R. Glenn Hubbard	Chairman of the Board and Director
Chairman of the Board, MetLife, Inc.
Dean Emeritus and Russell L. Carson
Professor of Economics and Finance,
Graduate School of Business, and Professor of Economics,
Faculty of Arts and Sciences,
Columbia University 200 Park Avenue
New York, NY 10166
Michel A. Khalaf	President and Chief Executive Officer and Director
President and Chief Executive Officer
MetLife, Inc. 200 Park Avenue
New York, NY 10166
Cheryl W. Grisé	Director
Former Executive Vice President,
Northeast Utilities 200 Park Avenue
New York, NY 10166
Carlos M. Gutierrez	Director
Co-Chair, The Albright Stonebridge Group 200 Park Avenue
New York, NY 10166
Gerald L. Hassell	Director
Former Chairman of the Board and Chief Executive Officer,
The Bank of New York Mellon Corporation 200 Park Avenue
New York, NY 10166
David L. Herzog	Director
Former Chief Financial Officer and
Executive Vice President of
American International Group 200 Park Avenue
New York, NY 10166
Edward J. Kelly, III	Director
Former Chairman, Institutional Clients Group,
Citigroup, Inc. 200 Park Avenue
New York, NY 10166

William E. Kennard	Director
Former U.S. Ambassador to the European Union 200 Park Avenue
New York, NY 10166
Catherine R. Kinney	Director
Founding President and Co-Chief Operating Officer,
New York Stock Exchange, Inc. 200 Park Avenue
New York, NY 10166
Diana McKenzie	Director
Former Chief Information Officer
Workday, Inc. 200 Park Avenue
New York, NY 10166
Denise M. Morrison	Director
Former President and Chief Executive Officer
Campbell Soup Company 1 Campbell Place
Camden, NJ 08103
Mark A. Weinberger	Director
Former Global Chairman and Chief Executive
Officer of EY Company 200 Park Avenue
New York, NY 10166

Set forth below is a list of certain principal officers of Metropolitan Life Insurance Company. The principal business address of each principal officer is 200 Park Avenue, New York, NY 10166 unless otherwise noted below.

NAME	POSITIONS WITH DEPOSITOR
Michel A. Khalaf	President and Chief Executive Officer
Marlene Debel	Executive Vice President and Chief Risk Officer
Toby Brown	Executive Vice President and Chief Auditor
Stephen W. Gauster	Executive Vice President and General Counsel
Esther Lee	Executive Vice President, Global Chief Marketing Officer
John Dennis McCallion	Executive Vice President and Chief Financial Officer
Lyndon Oliver	Executive Vice President and Treasurer
Bill Pappas	Executive Vice President, Global Technology & Operations
Susan Podlogar	Executive Vice President and Chief Human Resources Officer
Tamara Schock	Executive Vice President and Chief Accounting Officer
Ramy Tadros	President, U.S. Business
Steven J. Goulart	Executive Vice President and Chief Investment Officer
Kishore Ponnavolu	President, Asia

Item 32. Persons Controlled by or Under Common Control with the Depositor or the Registrant

The registrant is a separate account of Metropolitan Life Insurance Company under the New York Insurance law. Under said law the assets allocated to the separate account are the property of Metropolitan Life Insurance Company. Metropolitan Life Insurance Company is a wholly-owned subsidiary of MetLife, Inc. a publicly traded company. The following outline indicates those persons who are controlled by or under common control with Metropolitan Life Insurance Company:

ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES

AS OF December 31, 2020

The following is a list of subsidiaries of MetLife, Inc. updated as of December 31, 2020. Those entities which are listed at the left margin (labeled with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise indicated, each entity which is indented under another entity is a subsidiary of that other entity and, therefore, an indirect subsidiary of MetLife, Inc. Certain inactive subsidiaries have been omitted from the MetLife, Inc. organizational listing. The voting securities (excluding directors’ qualifying shares, if any) of the subsidiaries listed are 100% owned by their respective parent corporations, unless otherwise indicated. The jurisdiction of domicile of each subsidiary listed is set forth in the parenthetical following such subsidiary.

A. MetLife Group, Inc. (NY)

1. MetLife Pet Insurance Solutions, LLC (KY)

2. Versant Health, Inc. (DE)

a) Versant Health Holdco, Inc . (DE)

i) Versant Health Consolidation Corp, (DE)

1) WDV Acquisition Corp, (DE)

aa) Davis Vision, Inc. (NY)

aaa) Versant Health Lab, LLC (DE)

bbb) Davis Vision IPA, Inc. (NY)

2) Superior Vision Holdings, Inc. (DE)

aa) Superior Procurement, Inc. (DE)

bb) Superior Vision Services, Inc. (DE)

aaa) Superior Vision Insurance, Inc. (AZ)

3) Block Vision Holdings Corporation (DE)

aa) Vision Twenty-One Managed Eye Care IPA, Inc. (NY)

bb) Superior Vision Insurance Plan of Wisconsin, Inc. (WI)

cc) Vision 21 Physician Practice Management Company (FL)

dd) Superior Vision Benefit Management, Inc. (NJ)

aaa) Vision 21 Managed Eye Care of Tampa Bay, Inc. (FL)

bbb) Block Vision of Texas, Inc. (TX)

ccc) UVC Independent Practice Association, Inc. (NY)

ddd) MEC Health Care, Inc. (MD)

eee) Superior Vision of New Jersey, Inc. (NJ)

3. MetLife Services and Solutions, LLC (DE)

a) MetLife Solutions Pte. Ltd. (Singapore)

i) MetLife Services East Private Limited (India) - 99.99% is owned by MetLife Solutions Pte. Ltd. and .01% by Natiloportem Holdings, LLC

ii) MetLife Global Operations Support Center Private Limited (India) - 99.99999% is owned by MetLife Solutions Pte. Ltd. and 0.00001% is owned by Natiloportem Holdings, LLC.

B. MetLife Home Loans, LLC (DE)

C. Metropolitan Tower Life Insurance Company (NE)

1. MTL Leasing, LLC (DE)

a) PREFCO XIV Holdings LLC (CT)

2. MetLife Assignment Company, Inc. (DE)

D. MetLife Chile Inversiones Limitada (Chile) - 72.35109659% is owned by MetLife, Inc., 24.8823628% by American Life Insurance Company (“ALICO”), 2.76654057% is owned by Inversiones MetLife Holdco Dos Limitada and 0.00000004% is owned by Natiloportem Holdings, LLC.

1. MetLife Chile Seguros de Vida S.A. (Chile) - 99.996% of MetLife Chile Seguros de Vida S.A. is held by MetLife Chile Inversiones Limitada and 0.003% by International Technical and Advisory Services Limited (“ITAS”) and the rest by third parties.

a) MetLife Chile Administradora de Mutuos Hipotecarios S.A. (Chile) - 99.9% of MetLife Chile Administradora de Mutuos Hipotecarios S.A. is held by MetLife Chile Seguros de Vida S.A. and 0.1% is held by MetLife Chile Inversiones Limitada.

2. Inversiones MetLife Holdco Tres Limitada (Chile) - 97.13% of Inversiones MetLife Holdco Tres Limitada is owned by MetLife Chile Inversiones Limitada and 2.87% is owned by Inversiones MetLife Holdco Dos Limitada.

a) AFP Provida S.A. (Chile) - 42.3815% of AFP Provida S.A. is owned by Inversiones MetLife Holdco Dos Limitada, 42.3815% is owned by Inversiones MetLife Holdco Tres Limitada, 10.9224% is owned by MetLife Chile Inversiones Limitada and the remainder is owned by the public.

i) Provida Internacional S.A. (Chile) - 99.99% of Provida Internacional S.A. is owned by AFP Provida S.A and 0.01% is owned by MetLife Chile Inversiones Limitada.

1) AFP Genesis Administradora de Fondos y Fidecomisos S.A. (Ecuador) - 99.9% of AFP Genesis Administradora de Fondos y Fidecomisos S.A. is owned by Provida Internacional S.A. and 0.1% by AFP Provida S.A.

3. MetLife Chile Seguros Generales S.A. (Chile) - 99.98% of MetLife Chile Seguros Generales S.A. is owned by MetLife Chile Inversiones Limitada and 0.02% is owned by Inversiones MetLife Holdco Dos Limitada.

E. MetLife Digital Ventures, Inc. (DE)

F. Metropolitan Property and Casualty Insurance Company (RI)

1. Metropolitan General Insurance Company (RI)

2. Metropolitan Casualty Insurance Company (RI)

3. Metropolitan Direct Property and Casualty Insurance Company (RI)

4. MetLife Auto & Home Insurance Agency, Inc. (RI)

5. Metropolitan Group Property and Casualty Insurance Company (RI)

6. Metropolitan Lloyds, Inc. (TX)

a) Metropolitan Lloyds Insurance Company of Texas (TX) - Metropolitan Lloyds Insurance Company of Texas, an affiliated association, provides automobile, homeowner and related insurance for the Texas market. It is an association of individuals designated as underwriters. Metropolitan Lloyds, Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company, serves as the attorney-in-fact and manages the association.

7. Economy Fire & Casualty Company (IL)

a) Economy Preferred Insurance Company (IL)

b) Economy Premier Assurance Company (IL)

G. Newbury Insurance Company, Limited (DE)

H. MetLife Investors Group, LLC (DE)

1. MetLife Investors Distribution Company (MO)

2. MetLife Investments Securities, LLC (DE)

I. Metropolitan Life Insurance Company (“MLIC”) (NY)

1. MTU Hotel Owner, LLC (DE)

2. ML-AI MetLife Member 5, LLC (DE)

3. Pacific Logistics Industrial South, LLC (DE)

4. ML Clal Member, LLC (DE)

5. ML Third Army Industrial Member, LLC (DE)

6. MFA Financing Vehicle CTR1, LLC (DE)

7. ML One Bedminster, LLC (DE)

8. METLIFE ASHTON AUSTIN OWNER, LLC (DE)

9. METLIFE ACOMA OWNER, LLC (DE)

10. MET 1065 HOTEL, LLC (DE)

11. ML MATSON MILLS MEMBER LLC (DE)

12. White Tract II, LLC (DE)

13. MetLife Japan US Equity Owners LLC (DE)

1. ML Sloan’s Lake Member, LLC (DE) - Metropolitan Life Insurance Company owns 55% and 45% by Metropolitan Tower Life Insurance Company.

2. St. James Fleet Investments Two Limited (Cayman Islands)

a) OMI MLIC Investments Limited (Cayman Islands)

3. MLIC Asset Holdings II LLC (DE) MCJV, LLC (DE)

a) El Conquistador MAH II LLC (DE)

4. CC Holdco Manager, LLC (DE)

5. Transmountain Land & Livestock Company (MT)

6. Missouri Reinsurance, Inc. (Cayman Islands)

7. Metropolitan Tower Realty Company, Inc. (DE)

a) Midtown Heights, LLC (DE)

8. MetLife RC SF Member, LLC (DE)

9. 23rd Street Investments, Inc. (DE)

a) MetLife Capital Credit L.P. (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc. and 99% Limited Partnership interest is held by Metropolitan Life Insurance Company.

b) MetLife Capital, Limited Partnership (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc. and 99% Limited Partnership interest is held by Metropolitan Life Insurance Company.

i) Met Canada Solar ULC (Canada)

10. MetLife Holdings, Inc. (DE)

a) MetLife Credit Corp. (DE)

b) MetLife Funding, Inc. (DE)

11. ML Southlands Member, LLC (DE) - Metropolitan Life Insurance Company owns 60% and 40% by Metropolitan Tower Life Insurance Company.

ML PORT CHESTER SC MEMBER, LLC (DE) - Metropolitan Life Insurance Company owns 60% and 40% is owned by Metropolitan Tower Life Insurance Company.

12. Corporate Real Estate Holdings, LLC (DE)

13. MetLife Tower Resources Group, Inc. (DE)

14. ML Sentinel Square Member, LLC (DE)

15. MetLife Securitization Depositor, LLC (DE)

16. WFP 1000 Holding Company GP, LLC (DE)

17. MTU Hotel Owner, LLC (DE) 13-5581829

18. White Oak Royalty Company (OK)

19. 500 Grant Street GP LLC (DE)

20. 500 Grant Street Associates Limited Partnership (CT) - 99% of 500 Grant Street Associates Limited Partnership is held by Metropolitan Life Insurance Company and 1% by 500 Grant Street GP LLC.

21. MetLife Retirement Services LLC (NJ)

22. Euro CL Investments, LLC (DE)

23. MEX DF Properties, LLC (DE)

24. MSV Irvine Property, LLC (DE) - 4% of MSV Irvine Property, LLC is owned by Metropolitan Tower Realty Company, Inc. and 96% is owned by Metropolitan Life Insurance Company.

25. MetLife Properties Ventures, LLC (DE)

26. Housing Fund Manager, LLC (DE)

27. MLIC Asset Holdings LLC (DE)

28. The Building at 575 Fifth Avenue Mezzanine LLC (DE)

a) The Building at 575 Fifth Retail Holding LLC (DE)

i) The Building at 575 Fifth Retail Owner LLC (DE)

29. ML Bridgeside Apartments LLC (DE)

30. MetLife Chino Member, LLC (DE)

31. MLIC CB Holdings LLC (DE)

32. MetLife CC Member, LLC (DE) - 95.122% of MetLife CC Member, LLC is owned by Metropolitan Life Insurance Company and 4.878% is owned by Metropolitan Tower Life Insurance Company.

33. Oconee Hotel Company, LLC (DE)

ML 300 THIRD MEMBER LLC (DE)

34. Oconee Land Company, LLC (DE)

a) Oconee Land Development Company, LLC (DE)

b) Oconee Golf Company, LLC (DE)

c) Oconee Marina Company, LLC (DE)

35. 1201 TAB Manager, LLC (DE)

36. MetLife 1201 TAB Member, LLC (DE) - 96.9% of MetLife 1201 TAB Member, LLC is owned by Metropolitan Life Insurance Company and 3.1% is owned by Metropolitan Property and Casualty Insurance Company.

37. MetLife LHH Member, LLC (DE) - 99% of MetLife LHH Member, LLC is owned by Metropolitan Life Insurance Company, and 1% is owned by Metropolitan Tower Life Insurance Company.

38. 1001 Properties, LLC (DE)

39. 6104 Hollywood, LLC (DE)

40. Boulevard Residential, LLC (DE)

41. ML-AI MetLife Member 3, LLC (DE)

42. Marketplace Residences, LLC (DE)

43. ML Swan Mezz, LLC (DE)

a) ML Swan GP, LLC (DE)

44. ML Dolphin Mezz, LLC (DE)

a) ML Dolphin GP, LLC (DE)

45. Haskell East Village, LLC (DE)

46. MetLife Cabo Hilton Member, LLC (DE) - 83.1% of MetLife Cabo Hilton Member, LLC is owned by MLIC, 16.9% by Metropolitan Tower Life Insurance Company.

47. 150 North Riverside PE Member, LLC (DE) - MLIC owns an 81.45% membership interest and Metropolitan Tower Life Insurance Company owns a 18.55% membership interest

48. ML Terraces, LLC (DE)

49. Chestnut Flats Wind, LLC (DE)

50. MetLife 425 MKT Member, LLC (DE)

51. MetLife OFC Member, LLC (DE)

52. MetLife THR Investor, LLC (DE)

53. ML Southmore, LLC (DE) - 99% of ML Southmore, LLC is owned by MLIC and 1% by Metropolitan Tower Life Insurance Company.

54. ML - AI MetLife Member 1, LLC (DE) - 95.199% of the membership interest is owned by MLIC and 4.801% by Metropolitan Property and Casualty Insurance Company.

55. MetLife CB W/A, LLC (DE)

56. MetLife Camino Ramon Member, LLC (DE) - 99% of MetLife Camino Ramon Member, LLC is owned by MLIC and 1% by Metropolitan Tower Life Insurance Company.

MCRE BLOCK 40, LP.

57. 10700 Wilshire, LLC (DE)

58. Viridian Miracle Mile, LLC (DE)

59. MetLife 555 12th Member, LLC (DE) - 94.6% is owned by MLIC and 5.4% by Metropolitan Tower Life Insurance Company.

60. MetLife OBS Member, LLC (DE)

61. MetLife 1007 Stewart, LLC (DE)

62. ML-AI MetLife Member 2, LLC (DE) - 98.97% of ML-AI MetLife Member 2, LLC’s ownership interest is owned by MLIC and 1.03% by Metropolitan Tower Life Insurance Company.

63. MetLife Treat Towers Member, LLC (DE)

64. MetLife FM Hotel Member, LLC (DE)

a) LHCW Holdings (U.S.) LLC (DE)

i) LHC Holdings (U.S.) LLC (DE)

1) LHCW Hotel Holding LLC (DE)

aa) LHCW Hotel Holding (2002) LLC (DE)

bb) LHCW Hotel Operating Company (2002) LLC (DE)

65. ML Mililani Member, LLC (DE)- is owned at 95% by MLIC and 5% by Metropolitan Tower Life Insurance Company.

66. MetLife SP Holdings, LLC (DE)

a) MetLife Private Equity Holdings, LLC (DE)

67. Buford Logistics Center, LLC (DE)

68. MetLife Park Tower Member, LLC (DE)

a) Park Tower REIT, Inc. (DE)

i) Park Tower JV Member, LLC (DE)

69. MCPP Owners, LLC (DE) - 87.34% is owned by MLIC, 1.81% by Metropolitan Tower Life Insurance Company, and 10.85% by MTL Leasing, LLC.

70. ML-AI MetLife Member 5, LLC (DE)

71. MetLife HCMJV 1 GP, LLC (DE)

METLIFE HCMJV 1 LP, LLC (DE)

72. MetLife ConSquare Member, LLC (DE)

73. MetLife Ontario Street Member, LLC (DE)

74. 1925 WJC Owner, LLC (DE)

ML BELLEVUE MEMBER, LLC (DE)

75. MetLife Member Solaire, LLC (DE)

76. Sino-US United MetLife Insurance Company, Ltd. - 50% of Sino-US United MetLife Insurance Company, Ltd. is owned by MLIC and 50% is owned by a third party.

METLIFE LEGAL PLANS, INC. (DE)

a) METLIFE LEGAL PLANS OF FLORIDA, INC.

77. ML Cerritos TC Member, LLC (DE) - Metropolitan Life Insurance Company owns 60% and 40% by Metropolitan Tower Life Insurance Company.

78. MetLife Boro Station Member, LLC (DE)

79. MetLife 8280 Member, LLC (DE)

80. Southcreek Industrial Holdings, LLC (DE)

81. MMP Owners, LLC (DE) - 98.82% is owned by MLIC and 1.18% is owned by Metropolitan Property and Casualty Insurance Company.

ML Armature Member, LLC (DE)

82. ML-AI MetLife Member 4, LLC (DE) - 60% owned by MLIC and 40% owned by Metropolitan Tower Life Insurance Company.

MMP OWNERS III, LLC (DE)

a) METLIFE MULTI-FAMILY PARTNERS III, LLC (DE)

b) MMP HOLDINGS III, LLC (DE)

1. MMP CEDAR STREET REIT, LLC (DE)

a. MMP CEDAR STREET OWNER, LLC (DE)

2. MMP SOUTH PARK REIT, LLC (DE)

a. MMP SOUTH PARK OWNER, LLC (DE)

3. MMP OLIVIAN REIT, LLC (DE)

a. MMP OLIVIAN OWNER, LLC (DE)

MC PORTFOLIO JV MEMBER, LLC (DE)

J. MetLife Capital Trust IV (DE)

K. MetLife Investments Management, LLC. (MIM)

1. MetLife Senior Direct Lending GP, LLC (DE)

a. MetLife Senior Direct Lending Fund, LP (Cayman Islands)

i. MetLife Senior Direct Lending Finco, LLC (DE)

aa) MetLife Senior Direct Lending Holdings, LP (DE)

b. MLJ US Feeder LLC (DE)

2. MIM MetWest International Manager, LLC (DE)

3. MIM ML-AI Venture 5 Manager, LLC (DE)

4. MIM Clal General Partner, LLC (DE)

5. MIM Third Army Industrial Manager, LLC (DE)

6. MetLife 425 MKT Manager, LLC (DE)

7. MetLife Alternatives GP, LLC (DE)

a) MetLife International PE Fund I, LP (Cayman Islands) - 95.88% of the Limited Partnership interests of this entity is owned by MetLife Insurance K.K., 4.12% is owned by MetLife Mexico S.A.,

b) MetLife International PE Fund II, LP (Cayman Islands) - 97.90% of the limited partnership interests of MetLife International PE Fund II, LP is owned by MetLife Insurance K.K., 2.1% by MetLife Mexico, S.A.

c) MetLife International HF Partners, LP (Cayman Islands) - 90.30% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K. and 9.70% is owned by MetLife Insurance Company of Korea Limited,

d) MetLife International PE Fund III, LP (Cayman Islands) - 92.09% of the limited partnership interests of MetLife International PE Fund III, LP is owned by MetLife Insurance K.K., 7.91% is owned by MetLife Insurance Company of Korea Limited,

e) MetLife International PE Fund IV, LP (Cayman Islands) - 94.21% of the limited partnership interests of MetLife International PE Fund IV, LP is owned by MetLife Insurance K.K., 3.79% is owned by MetLife Insurance Company of Korea Limited,

f) MetLife International PE Fund V, LP (Cayman Islands) - 96.73% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K., and the remaining 3.27% is owned by MetLife Insurance Company of Korea.

g) MetLife International PE Fund VI, LP (Cayman Islands) - 96.53% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K., and the remaining 3.47% is owned by MetLife Insurance Company of Korea.

8. MetLife Loan Asset Management LLC (DE)

9. MLIA SBAF COLONY MANAGER LLC (DE), METLIFE JAPAN US EQUITY FUND GP LLC (DE)

a) MetLife Japan US Equity Fund LP (DE) - MetLife Japan US Equity Fund GP, LLC is general partner of MetLife Japan US Equity Fund LP (“Fund”). The following affiliates hold a limited partnership interest in the Fund LP: 51% is owned by MetLife Japan US Equity Owners LLC and 49% by MetLife Japan US Equity Owners (Blocker).

10. MetLife Core Property Fund GP, LLC (DE)

a) MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund GP, LLC is the general partner of MetLife Core Property Fund, LP (the “Fund”). A substantial majority of the limited partnership interests in the Fund are held by third parties. The following affiliates hold limited partnership interests in the Fund: Metropolitan Life Insurance Company

owns 12.65%, Metropolitan Life Insurance Company (on behalf of Separate Account 746) owns 2.04%, MetLife Insurance Company of Korea Limited owns 1.53%, MetLife Insurance K.K. owns 6.93%, Metropolitan Property and Casualty Insurance Company owns 1.43% and Metropolitan Tower Life Insurance Company owns 3.61%.

i) MetLife Core Property REIT, LLC (DE)

1) MCP Dillon Residential, LLC (DE); MCP Shakopee, LLC (DE); MCP Bradford, LLC (DE); MCP Stateline, LLC (DE); MetLife Core Property Holdings, LLC also holds, directly or indirectly, the following limited liability companies (indirect ownership indicated in parenthesis): MCP Alley24 East, LLC; MCPF Foxborough, LLC (100%); MCP One Westside, LLC; MCP 7 Riverway, LLC; MCPF Acquisition, LLC; MCP SoCal Industrial - Springdale, LLC; MCP SoCal Industrial - Concourse, LLC; MCP SoCal Industrial - Kellwood, LLC; MCP SoCal Industrial - Redondo, LLC; MCP SoCal Industrial - Fullerton, LLC; MCP SoCal Industrial - Loker, LLC; MCP Paragon Point, LLC; MCP 4600 South Syracuse, LLC; MCP The Palms at Doral, LLC; MCP Waterford Atrium, LLC; MCP EnV Chicago, LLC; MCP 1900 McKinney, LLC; MCP 550 West Washington, LLC; MCP 3040 Post Oak, LLC; MCP Plaza at Legacy, LLC; MCP SoCal Industrial - LAX, LLC; MCP SoCal Industrial - Anaheim, LLC; MCP SoCal Industrial - Canyon, LLC; MCP SoCal Industrial - Bernardo, LLC; MCP Ashton South End, LLC; MCP Lodge At Lakecrest, LLC; MCP Main Street Village, LLC; MCP Trimble Campus, LLC; MCP Stateline, LLC; MCP Highland Park Lender, LLC; MCP Buford Logistics Center Bldg B, LLC; MCP 22745 & 22755 Relocation Drive, LLC; MCP 9020 Murphy Road, LLC; MCP Northyards Holdco, LLC; MCP Northyards Owner, LLC (100%); MCP Northyards Master Lessee, LLC (100%); MCP VOA Holdings, LLC; MCP VOA I & III, LLC (100%); MCP VOA II, LLC (100%); MCP West Broad Marketplace, LLC; MCP Grapevine, LLC; MCP Union Row, LLC; MCP Fife Enterprise Center, LLC; MCP 2 Ames, LLC; MCP 2 Ames Two, LLC (100%); MCP 2 Ames One, LLC (100%); MCP 2 Ames Owner, LLC (100%); MCP 350 Rohlwing, LLC; MCP - Wellington, LLC; MCP Onyx, LLC; MCP Valley Forge, LLC; MCP Valley Forge Two, LLC (100%); MCP Valley Forge One, LLC(); MCP Valley Forge Owner, LLC (89%); MCP MA Property REIT, LLC; MCPF - Needham, LLC (100%); MCP 60 11th Street Member, LLC; 60 11th Street, LLC (100%); MCP - English Village, LLC; MCP 100 Congress Member, LLC; Des Moines Creek Business Park Phase II, LLC; Magnolia Park Member, LLC; MCP Denver Pavilions Member, LLC; MCP Buford Logistics Center 2 Member, LLC; MCP Seattle Gateway Industrial 1, LLC; MCP 249 Industrial Business Park Member, LLC; Seattle Gateway Industrial II, LLC; MCP Seventh and Osborn Retail Member, LLC; MCP Seventh and Osborn MF Member, LLC; Seventh and Osborn MF Venture, LLC (92.5%); High Street Seventh and Osborn Apartments, LLC (92.5%); MCP Block 23 Member, LLC; MCP Burnside Member, LLC; MCP Mountain Technology Center Member TRS, LLC; MCP Vineyard Avenue Member, LLC; MCP 93 Red River Member, LLC; MCP Frisco Office, LLC; MCP Center Avenue Industrial Member, LLC; MCP 220 York, LLC; MCP 1500 Michael, LLC; MCP Vance Jackson, LLC; MCP Sleepy Hollow Member, LLC; MCP Clawiter Innovation Member, LLC; MCP Hub I, LLC; MCP Hub 1 Property, LLC (100%); MCP Shakopee, LLC; MCP Bradford, LLC; MCP Dillon, LLC; MCP Dillon Residential, LLC.

aa) MCP Property Management, LLC (DE)

bb) MetLife Core Property TRS, LLC (DE)

MCP COMMON DESK TRS, LLC (DE)

11. MetLife Commercial Mortgage Income Fund GP, LLC (DE)

a) MetLife Commercial Mortgage Income Fund, LP (DE) - MetLife Commercial Mortgage Income Fund GP, LLC is the general partner of MetLife Commercial Mortgage Income Fund, LP (the “Fund”). A majority of the limited partnership interests in the Fund are held by third parties. The following affiliates hold limited partnership interests in the Fund: Metropolitan Life Insurance Company owns 32.15%, MetLife Insurance Company of Korea Limited owns 1.44%, and Metropolitan Tower Life Insurance Company owns 3.68% (the remainder is held by third party investors).

i) MetLife Commercial Mortgage REIT, LLC (DE)

1) MetLife Commercial Mortgage Originator, LLC (DE)

aa) MCMIF Holdco I, LLC (DE)

bb) MCMIF Holdco II, LLC (DE)

12. MLIA SBAF Manager, LLC (DE)

13. MLIA Manager I, LLC (DE)

14. ML - URS PORT CHESTER SC MANAGER, LLC (DE), ML BELLEVUE MANAGER, LLC (DE) and MLIA Park Tower Manager, LLC (DE)

15. MetLife Middle Market Private Debt GP, LLC (DE)

a. MetLife Middle Market Private Debt Fund, LP (DE) - MetLife Middle Market Private Debt GP, LLC is the general partner of MetLife Middle Market Private Debt Fund, LP (the “Fund”). The following affiliates hold limited partnership interests in the Fund: MetLife Private Equity Holdings, LLC 30.96% and Metropolitan Life Insurance Company (30.96%), ..99% is held by MetLife Middle Market Private Debt, GP, LLC. The remainder is held by third party investors.

16. MetLife Middle Market Private Debt Parallel GP, LLC (DE)

a. MetLife Middle Market Private Debt Parallel Fund, LP (Cayman Islands) - MetLife Middle Market Private Debt Parallel GP, LLC is the general partner of MetLife Middle Market Private Debt Parallel Fund, LP. The following affiliate holds a limited partnership interest in the Fund: MetLife Insurance K.K. (100%).

L. SafeGuard Health Enterprises, Inc. (DE)

1. MetLife Health Plans, Inc. (DE)

2. SafeGuard Health Plans, Inc. (CA)

3. SafeHealth Life Insurance Company (CA)

4. SafeGuard Health Plans, Inc. (FL)

5. SafeGuard Health Plans, Inc. (TX)

M. Cova Life Management Company (DE)

N. MetLife Reinsurance Company of Charleston (SC)

O. MetLife Reinsurance Company of Vermont (VT)

P. Delaware American Life Insurance Company (DE)

Q. Federal Flood Certification LLC (TX)

R. MetLife Global Benefits, Ltd. (Cayman Islands)

S. 99.99946% of Inversiones MetLife Holdco Dos Limitada is owned by MetLife, Inc., 0.000535% is owned by MetLife International Holdings, LLC. and 0.0000054% is owned by Natiloportem Holdings, LLC.

T. MetLife Consumer Services, Inc. (DE)

U. MetLife Global, Inc. (DE)

V. MetLife Insurance Brokerage, Inc. (NY)

W. American Life Insurance Company (ALICO) (DE)

1. MetLife Insurance K.K. (Japan)

a) Communication One Kabushiki Kaisha (Japan)

b) FORTISSIMO CO., LTD (Japan)

c) METLIFE JAPAN US EQUITY OWNERS (BLOCKER) LLC (DE)

2. MetLife Global Holding Company I GmbH (SWISS I) (Switzerland)

a) MetLife, Life Insurance Company (Egypt) - 84.125% of MetLife, Life Insurance Company is owned by MetLife Global Holding Company I GmbH and the remaining interests are owned by third parties.

b) MetLife Global Holding Company II GmbH (Swiss II) (Switzerland)

i) ALICO European Holdings Limited (Ireland)

1) Closed Joint-stock Company Master-D (Russia)

aa) Joint-Stock Company MetLife Insurance Company (Russia) - 51% of Joint Stock Company MetLife Insurance Company is owned by Closed Joint-stock Company Master-D and 49% is owned by MetLife Global Holding Company II GmbH.

ii) MetLife Asia Holding Company Pte. Ltd. (Singapore)

1) MetLife Innovation Centre Pte. Ltd. (Singapore)

2) LumenLab Malaysia Sdn. Bhd. (Malaysia)

iii) MetLife Reinsurance Company of Bermuda Ltd. (Bermuda)

iv) MetLife Investment Management Limited (United Kingdom)

v) MM Global Operations Support Center, S.A. de C.V. (Mexico) - 99.999509% of MM Global Operations Support Center, S.A. de C.V. is held by MetLife Global Holding Company II GmbH (Swiss) and 0.00049095% is held by MetLife Global Holding Company I GmbH (Swiss).

1. Fundacion MetLife Mexico, A.C. (Mexico)

vi) MetLife Colombia Seguros de Vida S.A. (Colombia) - 89.999965713458300000% of MetLife Colombia Seguros de Vida S.A. is owned by MetLife Global Holding Company II GmbH , 10.000031593881300000000% is owned by MetLife Global Holding Company I GmbH, 0.000000897553447019009% is owned by International Technical and Advisory Services Limited, 0.000000897553447019009% is owned by Borderland Investments Limited and 0.000000897553447019009% by Natiloportem Holdings, LLC.

vii) PJSC MetLife (Ukraine) - 99.9988% of PJSC MetLife is owned by MetLife Global Holding Company II GmbH, .0006% is owned by ITAS and the remaining .0006% is owned by Borderland Investments Limited.

viii) MetLife Innovation Centre Limited (Ireland)

ix) MetLife EU Holding Company Limited (Ireland)

1) MetLife Europe d.a.c (Ireland)

1. MetLife Pension Trustees Limited (United Kingdom)

2) Agenvita S.r.l. (Italy)

3) MetLife Europe Insurance d.a.c (Ireland)

4) MetLife Europe Services Limited (Ireland)

5) MetLife Services, Sociedad Limitada (Spain)

6) MetLife Slovakia S.r.o. (Slovakia) - 99.956% of MetLife Slovakia S.r.o. is owned by MetLife EU Holding Company Limited and 0.044% is owned by ITAS.

7) MetLife Solutions S.A.S. (France)

8) Metropolitan Life Societate de Administrare a unui Fond de Pensii Administrat Privat S.A. (Romania) - 99.9836% of Metropolitan Life Societate de Administrare a unui Fond de Pensii Administrat Privat S.A. is owned by MetLife EU Holding Company Limited and 0.0164% is owned by MetLife Services Sp z.o.o.

9) MetLife Towarzystwo Ubiezpieczen na Zycie I Reasekuracji S.A. (Poland)

aa) MetLife Services Sp z.o.o. (Poland)

bb) MetLife Towarzystwo Funduszy Inwestycyjnych, S.A. (Poland)

cc) MetLife Powszechne Towarzystwo Emerytalne S.A. (Poland)

10) MetLife Services Cyprus Limited (Cyprus)

aa) Hellenic Alico Life Insurance Company, Ltd. (Cyprus) - 27.5% of Hellenic Alico Life Insurance Company, Ltd. is owned by MetLife Services Cyprus Limited and the remaining is owned by a third party.

11) MetLife Services EOOD (Bulgaria)

12) MetLife Life Insurance S.A. (Greece)

aa) MetLife Mutual Fund Company (Greece) - 90% of MetLife Mutual Fund Company is owned by MetLife Life Insurance S.A. (Greece) and the remaining by a third party.

x) MetLife Investment Management Holdings (Ireland) Limited (Ireland)

1) MetLife Investments Asia Limited (Hong Kong)

2) MetLife Syndicated Bank Loan Lux GP, S.a.r.l. (Luxembourg)

aa) MetLife BL (Cayman), LP (Cayman Islands) - MetLife BL (Cayman), LP is an investors in the Fund. The following affiliates hold limited partnership interest in the feeder: MetLife Limited (3.14%), MetLife Insurance K.K. (93.72%) and MetLife Insurance Company of Korea Limited (3.14%).

bb) MetLife Syndicated Bank Loan Fund, SCSp (Luxembourg) - MetLife Syndicated Bank Loan Lux GP, S.a.r..l. is the general partner of MetLife Syndicated Bank Loan Fund, SCSp (the “Fund”). The only investors in the Fund are MetLife BL Feeder (Cayman), LP and MetLife BL Feeder, LP.

3) MetLife Investments Limited (United Kingdom) - 99.9% of MetLife Investments Limited (UK) is MetLife Investment Management Holdings (Ireland) Limited and .01% by MetLife Global Holding Company II GmbH.

4) MetLife Latin America Asesorias e Inversiones Limitada (Chile) - 99.99% of MetLife Latin American Asesorias e Inversiones Limitada is owned by MetLife Investment Management Holdings (Ireland) Limited and .01% is owned by MetLife Global Holding Company II GmbH (Swiss).

5) MetLife Global Infrastructure LUX GP, S.a.r.l. (Luxembourg)

xi) MetLife Asia Services Sdn. Bhd (Malasya)

1) ALICO OPERATIONS, LLC (DE)

2) MetLife Asset Management Corp. (Japan) - The official entity name is “MetLife Asset Management Corp. (Japan)” and it is domiciled in Japan.

3) MetLife Seguros S.A. (Uruguay)

xii) MetLife International Holdings, LLC (DE)

1) Natiloportem Holdings, LLC (DE)

aa) Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico) - 99% of Excelencia Operativa y Tecnologica, S.A. de C.V. is held by Natiloportem Holdings, LLC and 1% by MetLife Mexico Servicios, S.A. de C.V.

2) PNB MetLife India Insurance Company Limited (India)- 32.05% is owned by MetLife International Holdings, LLC and the remainder is owned by third parties.

3) 95.46% is owned by MetLife International Holdings, LLC and 4.54% is owned by Natiloportem Holdings, LLC.

4) MetLife Seguros S.A. (Argentina)- 95.5242% is owned by MetLife International Holdings, LLC, 2.6753% is owned by Natiloportem Holdings, LLC and 1.8005% by ITAS.

5) Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-66.662% is owned by MetLife International Holdings, LLC, 33.337% is owned by MetLife Worldwide Holdings, LLC and 0.001% is owned by Natiloportem Holdings, LLC.

6) MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) - 99.99998% of MetLife Administradora de Fundos Multipatrocinados Ltda. is owned by MetLife International Holdings, LLC and 0.00002% by Natiloportem Holdings, LLC.

7) MetLife Seguros de Retiro S.A. (Argentina) - 96.8897% is owned by MetLife International Holdings, LLC, 3.1102% is owned by Natiloportem Holdings, LLC and 0.0001% by ITAS

8) Best Market S.A. (Argentina) - 5% of the shares are held by Natiloportem Holdings, LLC and 95% is owned by MetLife International Holdings, LLC.

9) Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by MetLife International Holdings, LLC and 4.54% is owned by Natiloportem Holdings, LLC.

aa) MetLife Servicios S.A. (Argentina) - 19.13% of the shares of MetLife Servicios S.A. are held by Compania Inversora MetLife S.A., 79.88% is owned by MetLife Seguros S.A., .99% is held by Natiloportem Holdings, LLC.

10) MetLife Worldwide Holdings, LLC (DE)

aa) BIDV MetLife Life Insurance Limited Liability Company (Vietnam) - 63.44% of BIDV MetLife Life Insurance Limited Liability Company is held by American Life Insurance Company and the remainder by third parties

11) MetLife International Limited, LLC (DE)

12) MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by MetLife International Holdings, LLC and 0.001% is owned by Natiloportem Holdings, LLC.

13) MetLife Asia Limited (Hong Kong)

14) AmMetLife Insurance Berhad (Malaysia) - 50.000002% of AmMetLife Insurance Berhad is owned by MetLife International Holdings, LLC and the remainder is owned by a third party.

15) AmMetLife Takaful Berhad (Malaysia) - 49.999997% of AmMetLife Takaful Berhad is owned by MetLife International Holdings, LLC and the remainder is owned by a third party.

16) MAXIS GBN S.A.S. (France) - 50% of MAXIS GBN S.A.S. is held by MetLife International Holdings, LLC and the remainder by third parties.

17) MetLife Mas, S.A. de C.V. (Mexico) - 99.99964399% MetLife Mas, S.A. de C.V. is owned by MetLife International Holdings, LLC and .00035601% is owned by International Technical and Advisory Services Limited.

aa) MetLife Global Holdings Corporation S.A. de C.V. (Mexico/Ireland) - 98.9% is owned by MetLife Ireland Holdings One Limited and 1.1% is owned by MetLife International Limited, LLC.

i) MetLife Ireland Treasury d.a.c (Ireland)

1) MetLife General Insurance Limited (Australia)

2) MetLife Insurance Limited (Australia) - 91.16468% of MetLife Insurance Limited (Australia) is owned by MetLife Ireland Treasury d.a.c and 8.83532% is owned by MetLife Global Holdings Corp. S.A. de C.V.

aaa) The Direct Call Centre PTY Limited (Australia)

bbb) MetLife Investments PTY Limited (Australia)

i) MetLife Insurance and Investment Trust (Australia) - MetLife Insurance and Investment Trust is a trust vehicle, the trustee of which is MetLife Investments PTY Limited (“MIPL”). MIPL is a wholly owned subsidiary of MetLife Insurance Limited.

ii) Metropolitan Global Management, LLC (DE/Ireland) - 99.7% is owned by MetLife Global Holdings Corporation S.A. de C.V. and 0.3% is owned by MetLife International Holdings, LLC.

1) MetLife Mexico Holdings, S. de R.L. de C.V. (Mexico) - 99.99995% is owned by Metropolitan Global Management, LLC and .00005% is owned by MetLife International Holdings, LLC.

aaa) MetLife Pensiones Mexico S.A. (Mexico)- 97.5125% is owned by MetLife Mexico Holdings, S. de R.L. de C.V. and 2.4875% is owned by MetLife International Holdings, LLC.

bbb) MetLife Mexico Servicios, S.A. de C.V. (Mexico) - 98% is owned by MetLife Mexico Holdings, S. de R.L. de C.V. and 2% is owned by MetLife International Holdings, LLC.

ccc) MetLife Mexico S.A. (Mexico)- 99.050271% is owned by MetLife Mexico Holdings, S. de R.L. de C.V. and 0.949729% is owned by MetLife International Holdings, LLC.

i) ML Capacitacion Comercial S.A. de C.V.(Mexico) - 99% is owned by MetLife Mexico S.A. and 1% is owned by MetLife Mexico Servicios, S.A. de C.V.

2) MetLife Insurance Company of Korea Limited (South Korea) - 14.64% is owned by MetLife Mexico S.A. and 85.36% is owned by Metropolitan Global Management, LLC.

aaa) MetLife Financial Services, Co., Ltd. (South Korea)

3. Borderland Investments Limited (DE)

a) ALICO Hellas Single Member Limited Liability Company (Greece)

4. International Technical and Advisory Services Limited (“ITAS”) (DE)

5. ALICO Properties, Inc. (DE) - 51% of ALICO Properties, Inc. is owned by ALICO and the remaining interests are owned by third parties.

a) Global Properties, Inc. (DE)

X. MetLife European Holdings, LLC (DE)

Y. MetLife Investment Management Holdings, LLC (DE)

1) MIM I LLC (PA), MIM EMD GP, LLC (DE)

2) MIM Property Management, LLC (DE)

3) MetLife Emerging Market Debt Blend Fund

a) MIM Property Management of Georgia 1, LLC (DE)

b) MIM MetWest International Manager, LLC (DE)

c) MIM ML-AI Venture 5 Manager, LLC (DE)

d) MIM Clal General Partner, LLC (DE)

4) MetLife Real Estate Lending Manager LLC (DE)

5) MetLife Real Estate Lending LLC (DE)

6) ML Venture 1 Manager, S. de R.L. de C.V. (Mexico) - 99.9% is owned by MetLife Investment Management Holdings, LLC and 0.1% is owned by MetLife Investment Management Holdings (Ireland) Limited.

1) The voting securities (excluding directors’ qualifying shares, if any) of each subsidiary shown on the organizational chart are 100% owned by their respective parent corporation, unless otherwise indicated.

2) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are pass-through investment pools, of which Metropolitan Life Insurance Company and/or its subsidiaries and/or affiliates are general partners.

3) The MetLife, Inc. organizational chart does not include real estate joint ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an investment partner. In addition, certain inactive subsidiaries have also been omitted.

4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-affiliated members.

Item 33. Indemnification

As described in their respective governing documents, MetLife, Inc. (the ultimate parent of the Depositor and MetLife Investors Distribution Company, the Registrant’s principal underwriter (the “Underwriter”)), which is incorporated in the state of Delaware, and the Depositor, which is incorporated in the state of New York, shall indemnify any person who is made or is threatened to be made a party to any civil or criminal suit, or any administrative or investigative proceeding, by reason of the fact that such person is or was a director or officer of the respective company, under certain circumstances, against liabilities and expenses incurred by such person.

MetLife, Inc. also has adopted a policy to indemnify employees (“MetLife Employees”) of MetLife, Inc. or its affiliates (“MetLife”), including any MetLife Employees serving as directors or officers of the Depositor or the Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances, indemnify MetLife Employees for losses and expenses incurred in connection with legal actions threatened or brought against them as a result of their service to MetLife. The policy excludes MetLife directors and others who are not MetLife Employees, whose rights to indemnification, if any, are as described in the charter, bylaws or other arrangement of the relevant company.

MetLife, Inc. also maintains a Directors and Officers Liability and Corporate Reimbursement Insurance Policy under which the Depositor and the Underwriter, as well as certain other subsidiaries of MetLife, are covered. MetLife, Inc. also has secured a Financial Institutions Bond.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company, pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 34. Principal Underwriters

(a) MetLife Investors Distribution Company is the principal underwriter and distributor of the Policies. MetLife Investors Distribution Company is the principal underwriter for the following investment companies:

General American Separate Account Two

General American Separate Account Eleven

General American Separate Account Twenty-Eight

General American Separate Account Twenty-Nine

Metropolitan Life Separate Account E

Metropolitan Life Separate Account UL

Metropolitan Life Variable Annuity Separate Account II

Metropolitan Tower Separate Account One

Metropolitan Tower Separate Account Two

New England Life Retirement Investment Account

New England Variable Annuity Fund I

Paragon Separate Account A

Paragon Separate Account B

Paragon Separate Account C

Paragon Separate Account D

Security Equity Separate Account Twenty-Six

Security Equity Separate Account Twenty-Seven

Separate Account No. 13S

(b) MetLife Investors Distribution Company is the principal underwriter for the Contracts. The following persons are officers and directors of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 200 Park Avenue, New York, NY 10166.

Name and Principal Business Office	Positions and Offices With Underwriter
Derrick Kelson	Director, Chairman of the Board, President and Chief Executive Officer
200 Park Avenue
New York, NY 10166
Kelli Buford	Secretary
200 Park Avenue
New York, NY 10166
Christy Chandler	Director, Vice President
200 Park Avenue
New York, NY 10166
Bradd Chignoli	Director, Senior Vice President
501 Route 22
Bridgewater, NJ 08807
Charles Connery	Vice President and Treasurer
1 MetLife Way
Whippany, NJ 07981

Patricia Fox	Chief Compliance Officer
501 Route 22
Bridgewater, NJ 08807
Justin Saudo	Vice President and Chief Information Security Officer
200 Park Avenue
New York, NY 10166
Thomas Schuster	Director, Senior Vice President
200 Park Avenue
New York, NY 10166
Stuart Turetsky	Chief Financial Officer
200 Park Avenue
New York, NY 10166
Robin Wagner	Chief Legal Officer
200 Park Avenue
New York, NY 10166

(c) Compensation from the Registrant.

(1) Name of Principal Underwriter	(2) Net Underwriting Discounts and Commissions	(3) Compensation on Events Occasioning the Deduction of a Deferred Sales Load	(4) Brokerage Commissions	(5) Other Compensation
MetLife Investors Distribution Company	$4,365,494	$0	$0	$0

Item 35. Location of Accounts and Records

The following companies will maintain possession of the documents required by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:

(a) Registrant

(b) Metropolitan Life Insurance Company

200 Park Avenue

New York, NY 10166

(c) MetLife Investors Distribution Company

200 Park Avenue

New York, NY 10166

(d) MetLife

18210 Crane Nest Drive

Tampa, FL 33647

Item 36. Management Services

Not applicable

Item 37. Fee Representation

Metropolitan Life represents that the fees and charges deducted under the Equity Options offered and sold pursuant to this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred, and the risks assumed by Metropolitan Life under the Policies.

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York, on this 14 day of May, 2021.

Metropolitan Life Separate Account UL
By:	Metropolitan Life Insurance Company
By:	/s/ Howard Kurpit
Howard Kurpit     Senior Vice President

Metropolitan Life Insurance Company
By:	/s/ Howard Kurpit
Howard Kurpit     Senior Vice President

Signatures

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons, in the capacities indicated, on May 14, 2021.

SIGNATURE	TITLE
*	Chairman of the Board and Director
R. Glenn Hubbard
*	President and Chief Executive Officer and Director
Michel A. Khalaf
*	Executive Vice President and Chief Financial Officer
John Dennis McCallion
*	Executive Vice President and Chief Accounting Officer
Tamara Schock
*	Director
Cheryl W. Grisé
*	Director
Carlos M. Gutierrez
*	Director
Gerald L. Hassell
*	Director
David L. Herzog
*	Director
Edward J. Kelly, III
*	Director
William E. Kennard
*	Director
Catherine R. Kinney
*	Director
Diana McKenzie
*	Director
Denise M. Morrison
*	Director
Mark A. Weinberger

By:	/s/ Robin Wagner
Robin Wagner Attorney-in-fact May 14, 2021

*Executed by Robin Wagner on behalf of those indicated pursuant to powers of attorney.

Exhibit Index

(h) (vi)	Amendment to Participation Agreement with Brighthouse Funds Trust I and
(h) (vii)	Amendment to Participation Agreement with Brighthouse Funds Trust II

EX-99.(H)(VI)

Exhibit (h)(vi)

AMENDMENT TO PARTICIPATION AGREEMENTS

METROPOLITAN LIFE INSURANCE COMPANY (the “Company”) on behalf of itself and certain of its separate accounts (the “Accounts”); BRIGHTHOUSE FUNDS TRUST I (the “Fund”); BRIGHTHOUSE INVESTMENT ADVISERS, LLC (the “Adviser”) and BRIGHTHOUSE SECURITIES, LLC (the “Underwriter”) entered into a participation agreement dated March 6, 2017, as amended, (the “Agreement”). This Amendment (the “Amendment”) to the Agreements is entered into as of January 1, 2021 by and among the Company on its own behalf and on behalf of each Account of the Company as set forth in the Agreement, the Fund, the Adviser and the Underwriter (“the Parties”). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

RECITALS

WHEREAS, pursuant to the Agreements, the Accounts invest in shares of certain of the portfolios (“Portfolios”) that constitute separate portfolios of the Fund and that serve as funding vehicles for the Accounts offered under variable annuity and/or life insurance contracts issued by the Company (the “Contracts”) to persons that are registered owners of such Contracts on the books and records of the Company (the “Contract Owners”); and

WHEREAS, the Fund maintains on its books and records one or more account(s) that hold and record ownership of shares of the Funds; and

WHEREAS, the Accounts are registered as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, Rule 30e-1 under the 1940 Act requires the Fund to deliver copies of its shareholder reports to the Accounts as the record owners of shares of such Portfolios; and

WHEREAS, Rule 30e-2 under the 1940 Act requires the Accounts to deliver such applicable Fund shareholder reports to Contract Owners, and

WHEREAS, the Parties desire to amend the Agreements to reflect and implement the requirements, terms and conditions of Rule 30e-3 under the 1940 Act, as amended from time to time “Rule 30e-3”), to permit (i) the Fund to no longer deliver copies of Fund shareholder reports to the Accounts as would otherwise be required by Rule 30e-1, and (ii) the Accounts to deliver Fund shareholder reports to Contract Owners using the “notice and access” provisions of Rule 30e-3 including the website hosting of certain Fund materials required by Rule 30e-3 rather than the delivery methods that would otherwise be required by Rule 30e-2; and

WHEREAS, the Company cannot host such website in a manner consistent with the conditions of Rule 30e-3 unless the Fund prepares and provides certain Fund documents and materials that are specified in Rule 30e-3;

WHEREAS, Section 5(b)(2) of the Securities Act of 1933, as amended (the “1933 Act”) may require that a Statutory Prospectus (as defined in rule 498A under the 1933 Act; “Rule 498A”) for the Funds be delivered to Contract Owners under certain circumstances; and

Page 1 of 7

WHEREAS, the Parties intend to meet any such Fund Statutory Prospectus delivery requirement by relying on (and complying with the requirements, terms and conditions of) paragraph (j) of Rule 498A; and

WHEREAS, paragraph (j) of Rule 498A requires, inter alia, that certain of the Required Materials (defined below) be posted and maintained on a website specified on the cover page of the Summary Prospectus for the Contracts, and the Company intends to host said website;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Parties hereby agree to amend the Agreement by supplementing it as follows:

1. Maintaining Website; Posting and Availability of Fund Shareholder Reports and Other Required Materials. The Company, on behalf of the Accounts, shall be responsible for and shall fulfill the website posting and other applicable conditions specified in Rule 30e-3(b).

Without limiting the generality of the foregoing:

a. The Fund and Adviser and/or Underwriter shall provide the Company on behalf of the Accounts (or the Company’s designee) with the following materials relating to each Portfolio so that the Company can post the materials to the Company website address (the “Specified Website”). The Specified Website shall be publicly accessible and the Required Materials (as defined below) posted on the Specified Website shall be free of charge and shall include: (i) the Fund’s most recent annual or semi-annual report to shareholders for the year or semi-annual period completed at least 60 days prior to the current date; (ii) the Fund’s immediately preceding report to shareholders (iii) the complete portfolio holdings of the Fund as of the date of Fund’s reports specified in (i) and/or (ii) above, if any, that contain a summary schedule of investments; and (iv) the portfolio holdings for the Fund’s most recent first and third fiscal quarters ended at least 60 days prior to the current date; (v) the current summary prospectus for the Fund; (vi) the current statutory prospectus for the Fund; and (vii) the current statement of additional information (“SAl”) for the Fund (as such documents are specified in paragraphs i through iv of Rule 30e-3(b) and in paragraph (iii) of Rule 498A(j)(1)); (such documents collectively, and together with any additional or alternative documents that may be required by any amendments to Rules 30e-3 or 498A, are defined as the “Required Materials”). The Fund shall provide the materials specified in (i), (ii), (iii), and (iv) above to the Company no later than three (3) days before a Report is required to be posted to the Specified Website. The Fund shall provide the materials specified in (v), (vi), and (vii) above to the Company on a timely but no later than 3 days prior to the effective date of the annually updated prospectuses and on a continuous basis with respect to supplements to prospectuses (to facilitate the required website posting) and provide updated versions as necessary, in order to facilitate a continuous offering of the Funds’ securities and the Contracts. The Specified Website is as identified in Schedule A hereto, may be changed by the Company from time to time in its sole discretion;

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b. The Fund shall ensure that the Required Materials provided to the Company or its designee are in an electronic format, or formats, that are suitable for website posting and convenient for reading online and printing on paper (in accordance with Rules 30e-3 (b)(3) and 498A(h)(2)(i));

c. the Company shall ensure that persons accessing the Required Materials are able to permanently retain, free of charge, an electronic version of the Required Materials in a format, or formats, that meet the conditions stated above in Section 1(b) (in accordance with Rules 30e-3(b)(4) and 49A(h)(3));

2. Website Hosting and Notice Fee.

(a) The Fund and/or Adviser and/or Underwriter, as appropriate, shall bear their proportional documented costs of managing, formatting, hosting and maintaining Fund’s Required Materials on the website hosted by the Company. The Fund and/or Adviser and/or Underwriter, as appropriate, shall also bear the documented cost of managing, formatting, hosting and distributing the Required Materials for electronic delivery.

(b) The Fund and/or Adviser and/or Underwriter, as appropriate, shall bear their proportional documented costs of preparing and mailing the Notices of the availability of the Fund’s Reports to Contract Owners (the Notices required by paragraph (c) of Rule 30e-3).

(c) In order for the Company to ensure that the Required Materials are kept current and posted for the duration or period required by Rules 30e-3 and 498A, and to facilitate a continuous offering of the Funds’ securities and Contracts, the Fund shall promptly provide to the Company any amendments to the Required Materials;

(d) the Company shall make reasonable efforts to comply with the “safe harbor” provisions, terms and conditions of paragraph (b)(5) of Rule 30e-3 paragraph (h)(4) of Rule 498A, which shall constitute compliance with subsections (a) through (c) of Section 1 of this Amendment (for the avoidance of doubt, for this purpose, the “Company” referred to in said paragraph (b)(5)) and “Registrant” referred to in said paragraph (h)(4) of Rule 498A of Rule 30e-3 means the Company on behalf of the Accounts).

(e) The Fund shall prepare and provide the Fund’s Statutory Prospectus and SAI in a format that permits persons accessing them to move directly back and forth between each section heading in a table of contents of such document and the section of the document referenced in that section heading (in accordance with paragraph (h)(2)(ii) of Rule 498A).

3. Provision of Required Materials for Paper Delivery.

a. The Fund, Adviser and/or Underwriter or their designee shall, if requested by the Company provide such electronic or other documentation as is reasonably necessary to

Page 3 of 7

have the then current Required Materials printed for distribution (pursuant to requests from Contract Owners; see paragraphs (e) and (f) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A) and the Company shall fulfill such requests;

b. The Fund and/or Adviser and/or Underwriter as appropriate, shall reimburse the Company for the documented costs of printing and mailing the Fund’s Required Materials to Contract Owners, including the paper notice and ad hoc request pursuant to Sections 4 and 5. This reimbursement is in addition to, and not part of or in lieu of, the expenses specified in Section 2 above.

4. Paper Notice to Contract Owners. The Company shall be responsible for providing to its Contract Owners a paper Notice that meets the conditions of paragraphs (c) and (d) of Rule 30e-3.

5. Delivery of Paper Copy Upon “Ad Hoc” Request. The Company shall be responsible for fulfilling ad hoc requests from Contract Owners for a paper copy of any of the Required Materials, in accordance with paragraph (e) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A.

6. Investor Elections to Receive Future Fund Reports in Paper. The Company shall be responsible for fulfilling Contract Owner elections to receive future Fund shareholder reports in paper, in accordance with paragraph (f) of Rule 30e-3.

7. Content of Required Materials. The Required Materials as posted on the Specified Website, shall constitute promotional materials of the Fund for purposes of the indemnification provisions contained in the Agreement.

8. Summary Prospectuses. The Company intends to use an Initial Summary Prospectus for each currently offered Contract, in accordance with paragraph (j)(1)(i) of Rule 498A. The Fund and Underwriter shall ensure that a summary prospectus is used for each Portfolio, in accordance with paragraph (j)(1)(ii) of Rule 498A.

9. Fund Performance and Expense Data. The Fund shall provide such data that relate to any Portfolio’s investment performance and expense ratios as the Company shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Fund shall provide:

a. the “Annual Portfolio Company Expenses” for the Fund calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and, as applicable, in accordance with Instruction 16 to Item 4 of Form N-4 and Instruction 4(a) to Item 4 of Form N-6); and

b. the “Total Annual Fund Operating Expenses” for the Fund calculated in accordance with Item 3 of Form N-1A, reflecting any expense reimbursements or fee waiver arrangements

Page 4 of 7

(and, as applicable, in accordance with Instruction 4 to Item 17 of Form N-4, Instruction 4(b) to Item 4 of Form N-6 and Instruction 4 to Item 18 of Form N-6); and

c. the “average annual total returns” for the Fund (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and, as applicable, in accordance with Instruction 7 to Item 17 of Form N-4 and Instruction 7 to Item 18 of Form N-6).

The Fund shall provide the forgoing Fund expense and performance data at least annually, on a timely basis to facilitate the Company’s preparation of its annually updated registration statement (and as otherwise reasonably requested by the Company), but in no event later than seventy-five (75) calendar days after the close of the Fund’s fiscal year.

10. Construction of this Amendment; Agreement.

a. This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rules 30e-3 and 498A, each as it may be amended from time to time, and any interpretations of Rules 30e-3 and 498A by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities.

b. To the extent the terms of this Amendment conflict with the terms of the Agreements, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Agreements shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

11. Indemnification. [Reserved]

12. Implementation. This Amendment is effective as of the date noted in the first paragraph of this Amendment. The Fund and/or Adviser and/or Underwriter will provide all Required Material beginning January 1, 2021 or such later date as specified in this Amendment.

13. Counterparts and Delivery. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. A signed copy of this Amendment delivered by facsimile or by emailing an electronically or manually signed copy in .pdf form shall be treated as an original and shall bind all Parties just as would the exchange of originally signed copies.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first above written.

METROPOLITAN LIFE INSURANCE COMPANY (on behalf of itself and each Separate Account) (“the Company”)

By: /s/ Howard Kurpit
	Howard Kurpit
Print Name:
Sr. Vice President
Title:

BRIGHTHOUSE FUNDS TRUST I (the “Fund”)

By: /s/ Kristi Slavin                                           

Print Name: Kristi Slavin

Title: President

BRIGHTHOUSE INVESTMENT ADVISERS, LLC (the “Adviser”)

By: /s/ Kristi Slavin                                           

Print Name: Kristi Slavin

Title: President

BRIGHTHOUSE SECURITIES, LLC (the “Underwriter”)

By: /s/ Donald Leintz                                       

Print Name: Donald Leintz

Title: Vice President

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SCHEDULE A

Specified Website:

www.metlife.com/

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EX-99.(H)(VII)

Exhibit (h)(vii)

AMENDMENT TO PARTICIPATION AGREEMENTS

METROPOLITAN LIFE INSURANCE COMPANY (the “Company”) on behalf of itself and certain of its separate accounts (the “Accounts”); BRIGHTHOUSE FUNDS TRUST II (the “Fund”); BRIGHTHOUSE INVESTMENT ADVISERS, LLC (the “Adviser”) and BRIGHTHOUSE SECURITIES, LLC (the “Underwriter”) entered into a participation agreement dated March 6, 2017, as amended, (the “Agreement”). This Amendment (the “Amendment”) to the Agreements is entered into as of January 1, 2021 by and among the Company on its own behalf and on behalf of each Account of the Company as set forth in the Agreement, the Fund, the Adviser and the Underwriter (“the Parties”). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

RECITALS

WHEREAS, pursuant to the Agreements, the Accounts invest in shares of certain of the portfolios (“Portfolios”) that constitute separate portfolios of the Fund and that serve as funding vehicles for the Accounts offered under variable annuity and/or life insurance contracts issued by the Company (the “Contracts”) to persons that are registered owners of such Contracts on the books and records of the Company (the “Contract Owners”); and

WHEREAS, the Fund maintains on its books and records one or more account(s) that hold and record ownership of shares of the Funds; and

WHEREAS, the Accounts are registered as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, Rule 30e-1 under the 1940 Act requires the Fund to deliver copies of its shareholder reports to the Accounts as the record owners of shares of such Portfolios; and

WHEREAS, Rule 30e-2 under the 1940 Act requires the Accounts to deliver such applicable Fund shareholder reports to Contract Owners, and

WHEREAS, the Parties desire to amend the Agreements to reflect and implement the requirements, terms and conditions of Rule 30e-3 under the 1940 Act, as amended from time to time “Rule 30e-3”), to permit (i) the Fund to no longer deliver copies of Fund shareholder reports to the Accounts as would otherwise be required by Rule 30e-1, and (ii) the Accounts to deliver Fund shareholder reports to Contract Owners using the “notice and access” provisions of Rule 30e-3 including the website hosting of certain Fund materials required by Rule 30e-3 rather than the delivery methods that would otherwise be required by Rule 30e-2; and

WHEREAS, the Company cannot host such website in a manner consistent with the conditions of Rule 30e-3 unless the Fund prepares and provides certain Fund documents and materials that are specified in Rule 30e-3;

WHEREAS, Section 5(b)(2) of the Securities Act of 1933, as amended (the “1933 Act”) may require that a Statutory Prospectus (as defined in rule 498A under the 1933 Act; “Rule 498A”) for the Funds be delivered to Contract Owners under certain circumstances; and

Page 1 of 7

WHEREAS, the Parties intend to meet any such Fund Statutory Prospectus delivery requirement by relying on (and complying with the requirements, terms and conditions of) paragraph (j) of Rule 498A; and

WHEREAS, paragraph (j) of Rule 498A requires, inter alia, that certain of the Required Materials (defined below) be posted and maintained on a website specified on the cover page of the Summary Prospectus for the Contracts, and the Company intends to host said website;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Parties hereby agree to amend the Agreement by supplementing it as follows:

1. Maintaining Website; Posting and Availability of Fund Shareholder Reports and Other Required Materials. The Company, on behalf of the Accounts, shall be responsible for and shall fulfill the website posting and other applicable conditions specified in Rule 30e-3(b). Without limiting the generality of the foregoing:

a. The Fund and Adviser and/or Underwriter shall provide the Company on behalf of the Accounts (or the Company’s designee) with the following materials relating to each Portfolio so that the Company can post the materials to the Company website address (the “Specified Website”). The Specified Website shall be publicly accessible and the Required Materials (as defined below) posted on the Specified Website shall be free of charge and shall include: (i) the Fund’s most recent annual or semi-annual report to shareholders for the year or semi-annual period completed at least 60 days prior to the current date; (ii) the Fund’s immediately preceding report to shareholders (iii) the complete portfolio holdings of the Fund as of the date of Fund’s reports specified in (i) and/or (ii) above, if any, that contain a summary schedule of investments; and (iv) the portfolio holdings for the Fund’s most recent first and third fiscal quarters ended at least 60 days prior to the current date; (v) the current summary prospectus for the Fund; (vi) the current statutory prospectus for the Fund; and (vii) the current statement of additional information (“SAI”) for the Fund (as such documents are specified in paragraphs i through iv of Rule 30e-3(b) and in paragraph (iii) of Rule 498A(j)(1)); (such documents collectively, and together with any additional or alternative documents that may be required by any amendments to Rules 30e-3 or 498A, are defined as the “Required Materials”). The Fund shall provide the materials specified in (i), (ii), (iii), and (iv) above to the Company no later than three (3) days before a Report is required to be posted to the Specified Website. The Fund shall provide the materials specified in (v), (vi), and (vii) above to the Company on a timely but no later than 3 days prior to the effective date of the annually updated prospectuses and on a continuous basis with respect to supplements to prospectuses (to facilitate the required website posting) and provide updated versions as necessary, in order to facilitate a continuous offering of the Funds’ securities and the Contracts. The Specified Website is as identified in Schedule A hereto, may be changed by the Company from time to time in its sole discretion;

Page 2 of 7

b. The Fund shall ensure that the Required Materials provided to the Company or its designee are in an electronic format, or formats, that are suitable for website posting and convenient for reading online and printing on paper (in accordance with Rules 30e-3 (b)(3) and 498A(h)(2)(i));

c. the Company shall ensure that persons accessing the Required Materials are able to permanently retain, free of charge, an electronic version of the Required Materials in a format, or formats, that meet the conditions stated above in Section 1(b) (in accordance with Rules 30e-3(b)(4) and 49A(h)(3));

2. Website Hosting and Notice Fee.

(a) The Fund and/or Adviser and/or Underwriter, as appropriate, shall bear their proportional documented costs of managing, formatting, hosting and maintaining Fund’s Required Materials on the website hosted by the Company. The Fund and/or Adviser and/or Underwriter, as appropriate, shall also bear the documented cost of managing, formatting, hosting and distributing the Required Materials for electronic delivery.

(b) The Fund and/or Adviser and/or Underwriter, as appropriate, shall bear their proportional documented costs of preparing and mailing the Notices of the availability of the Fund’s Reports to Contract Owners (the Notices required by paragraph (c) of Rule 30e- 3).

(c) In order for the Company to ensure that the Required Materials are kept current and posted for the duration or period required by Rules 30e-3 and 498A, and to facilitate a continuous offering of the Funds’ securities and Contracts, the Fund shall promptly provide to the Company any amendments to the Required Materials;

(d) the Company shall make reasonable efforts to comply with the “safe harbor” provisions, terms and conditions of paragraph (b)(5) of Rule 30e-3 paragraph (h)(4) of Rule 498A, which shall constitute compliance with subsections (a) through (c) of Section 1 of this Amendment (for the avoidance of doubt, for this purpose, the “Company” referred to in said paragraph (b)(5) ) and “Registrant” referred to in said paragraph (h)(4) of Rule 498A of Rule 30e-3 means the Company on behalf of the Accounts).

(e) The Fund shall prepare and provide the Fund’s Statutory Prospectus and SAI in a format that permits persons accessing them to move directly back and forth between each section heading in a table of contents of such document and the section of the document referenced in that section heading (in accordance with paragraph (h)(2)(ii) of Rule 498A).

3. Provision of Required Materials for Paper Delivery.

a. The Fund, Adviser and/or Underwriter or their designee shall, if requested by the Company provide such electronic or other documentation as is reasonably necessary to

Page 3 of 7

have the then current Required Materials printed for distribution (pursuant to requests from Contract Owners; see paragraphs (e) and (f) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A) and the Company shall fulfill such requests;

b. The Fund and/or Adviser and/or Underwriter as appropriate, shall reimburse the Company for the documented costs of printing and mailing the Fund’s Required Materials to Contract Owners, including the paper notice and ad hoc request pursuant to Sections 4 and 5. This reimbursement is in addition to, and not part of or in lieu of, the expenses specified in Section 2 above.

4. Paper Notice to Contract Owners. The Company shall be responsible for providing to its Contract Owners a paper Notice that meets the conditions of paragraphs (c) and (d) of Rule 30e-3.

5. Delivery of Paper Copy Upon “Ad Hoc” Request. The Company shall be responsible for fulfilling ad hoc requests from Contract Owners for a paper copy of any of the Required Materials, in accordance with paragraph (e) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A.

6. Investor Elections to Receive Future Fund Reports in Paper. The Company shall be responsible for fulfilling Contract Owner elections to receive future Fund shareholder reports in paper, in accordance with paragraph (f) of Rule 30e-3.

7. Content of Required Materials. The Required Materials as posted on the Specified Website, shall constitute promotional materials of the Fund for purposes of the indemnification provisions contained in the Agreement.

8. Summary Prospectuses. The Company intends to use an Initial Summary Prospectus for each currently offered Contract, in accordance with paragraph (j)(1)(i) of Rule 498A. The Fund and Underwriter shall ensure that a summary prospectus is used for each Portfolio, in accordance with paragraph (j)(1)(ii) of Rule 498A.

9. Fund Performance and Expense Data. The Fund shall provide such data that relate to any Portfolio’s investment performance and expense ratios as the Company shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Fund shall provide:

a. the “Annual Portfolio Company Expenses” for the Fund calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and, as applicable, in accordance with Instruction 16 to Item 4 of Form N-4 and Instruction 4(a) to Item 4 of Form N-6); and

b. the “Total Annual Fund Operating Expenses” for the Fund calculated in accordance with Item 3 of Form N-1A, reflecting any expense reimbursements or fee waiver arrangements

Page 4 of 7

(and, as applicable, in accordance with Instruction 4 to Item 17 of Form N-4, Instruction 4(b) to Item 4 of Form N-6 and Instruction 4 to Item 18 of Form N-6); and

c. the “average annual total returns” for the Fund (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and, as applicable, in accordance with Instruction 7 to Item 17 of Form N-4 and Instruction 7 to Item 18 of Form N-6).

The Fund shall provide the forgoing Fund expense and performance data at least annually, on a timely basis to facilitate the Company’s preparation of its annually updated registration statement (and as otherwise reasonably requested by the Company), but in no event later than seventy-five (75) calendar days after the close of the Fund’s fiscal year.

10. Construction of this Amendment; Agreement.

a. This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rules 30e-3 and 498A, each as it may be amended from time to time, and any interpretations of Rules 30e-3 and 498A by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities.

b. To the extent the terms of this Amendment conflict with the terms of the Agreements, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Agreements shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

11. Indemnification. [Reserved]

12. Implementation. This Amendment is effective as of the date noted in the first paragraph of this Amendment. The Fund and/or Adviser and/or Underwriter will provide all Required Material beginning January 1, 2021 or such later date as specified in this Amendment.

13. Counterparts and Delivery. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. A signed copy of this Amendment delivered by facsimile or by emailing an electronically or manually signed copy in .pdf form shall be treated as an original and shall bind all Parties just as would the exchange of originally signed copies.

[Signature Page Follows]

Page 5 of 7

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first above written.

METROPOLITAN LIFE INSURANCE COMPANY (on behalf of itself and each Separate Account) (“the Company”)

By:	/s/ Howard G Kurpit
Print Name:			Howard G Kurpit
Title:		Sr. Vice President

BRIGHTHOUSE FUNDS TRUST II (the “Fund”)

By: /s/ Kristi Slavin

Print Name: Kristi Slavin

Title: President

BRIGHTHOUSE INVESTMENT ADVISERS, LLC (the “Adviser”)

By: /s/ Kristi Slavin

Print Name: Kristi Slavin

Title: President

BRIGHTHOUSE SECURITIES, LLC (the “Underwriter”)

By: /s/ Donald Leintz

Print Name: Donald Leintz

Title: Vice President

Page 6 of 7

SCHEDULE A

Specified Website:

www.metlife.com/

Page 7 of 7