Registration Statement Under the Securities Act of 1933 | □ |
Pre-Effective Amendment No. | □ |
Post-Effective Amendment No. 13 | ☒ |
Registration Statement Under the Investment Company Act of 1940 | □ |
Amendment No. 121 | ☒ |
□ | immediately upon filing pursuant to paragraph (b) |
☒ | on May 1, 2022 pursuant to paragraph (b) |
□ | 60 days after filing pursuant to paragraph (a)(1) |
□ | on (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act. |
If appropriate, check the following box: | |
□ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
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FEES AND EXPENSES | LOCATION
IN PROSPECTUS | |||
Charges for Early Withdrawals | A
surrender charge will be deducted from the cash value if the Policy is surrendered or terminated after a grace period during the first fifteen (15) Policy years. A surrender charge will also be deducted upon surrender or termination of a Policy
during the first fifteen (15) Policy years after an increase in the specified face amount of a Policy. In each case, the amount of the surrender charge is based on a charge per thousand dollars of specified face amount of the Policy. The maximum surrender charge is 4%. For example, the maximum surrender charge during the first year after issue (or a specified face amount increase), assuming an initial face amount (or subsequent specified face amount increase) of $100,000, is $4,000. |
“Charges and Deductions – Surrender Charge” | ||
Transaction Charges | In addition to surrender charges, you also may be charged for other transactions (such as when you make a premium payment or transfer cash value between investment options or request more than one illustration in a year). | “Charges and Deductions – Premium Expense Charges” and “Charges and Deductions - Transfer Charge” | ||
Ongoing Fees and Expenses (annual charges) | In
addition to surrender charges and transaction charges, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge and a monthly deduction covering the cost of insurance under the
Policy and optional benefits added by rider, and such fees and expenses are set based on characteristics of the insured (e.g., age, sex and risk classification). There is also a monthly administration fee. Please refer to the specifications page of
your Policy for applicable rates. You will also bear expenses associated with the Portfolios available under your Policy, as shown in the following table: |
“Charges
and Deductions – Monthly Deduction from Cash Value” “Charges and Deductions – Charges Against the Separate Account” | ||
ANNUAL FEE | MIN. | MAX. | ||
Investment options (Portfolio fees and charges) |
0.27% |
0.96% | ||
RISKS | LOCATION
IN PROSPECTUS | |||
Risk of Loss | You can lose money by investing in this Policy. | “Principal Risks” | ||
Not a Short- Term Investment | The Policies are designed to provide lifetime insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make premium payments and you may also pay surrender charges when surrendering the Policy. | “Principal Risks” |
RISKS | LOCATION
IN PROSPECTUS | |||
Risks Associated with Investment Options | An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Policy (e.g., Portfolios). Each investment option (including any Fixed Account investment option) has its own unique risks. You should review the investment options before making an investment decision. | “Principal Risks” | ||
Insurance Company Risks | An investment in the Policy is subject to the risks related to Metropolitan Life, including any obligations (including under any Fixed Account investment option), guarantees, and benefits of the Policy, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request from 1-800-638-5000 or visiting: https://www.metlife.com/about-us/corporate-profile/ratings/. | “Principal Risks” | ||
Contract Lapse | Your Policy may lapse if you have paid an insufficient amount of premiums or if the investment experience of the Portfolios is poor and the cash surrender value under your Policy is insufficient to cover the monthly deduction. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences. If the Policy lapses, no death benefit will be paid. A Policy may be reinstated if the conditions for reinstatement are met including the payment of required premiums. | “Principal Risks” | ||
RESTRICTIONS | LOCATION
IN PROSPECTUS | |||
Investments | Policy
Owners may transfer cash value between and among the investment divisions and the Fixed Account. Metropolitan Life reserves the right to limit transfers to four (4) per Policy year and to impose a charge of $25 per transfer. Restrictions may apply
to frequent transfers. Metropolitan Life reserves the right to remove or substitute portfolio companies as investment options that are available under the Policy. |
“Payment and Allocation of Premiums – Cash Value Transfers” | ||
Optional Benefits | Optional benefits were available to be elected at Policy issue only. Optional income plans are available upon the death of the insured, when the Policy reaches its Final Date or if a Policy is surrendered for its cash surrender value. | “Policy Benefits – Optional Benefits” | ||
TAXES | LOCATION
IN PROSPECTUS | |||
Tax Implications | Consult
with a tax professional to determine the tax implications of an investment in and payments received under this Policy. Withdrawals will be subject to ordinary income tax, and may be subject to tax penalties. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences |
“Federal Tax Matters” | ||
CONFLICTS OF INTEREST | LOCATION
IN PROSPECTUS | |||
Investment Professional Compensation | Your investment professional may receive compensation relating to your ownership of a Policy, both in the form of commissions and continuing payments. This conflict of interest may influence your investment professional when advising you on your Policy. | “Distributing thePolicies” |
CONFLICTS OF INTEREST | LOCATION
IN PROSPECTUS | |||
Exchanges | Some investment professionals may have a financial incentive to offer you a new policy in place of your current Policy. You should only exchange your Policy if you determine, after comparing the features, fees, and risks of both policies, that it is better for you to purchase the new policy rather than continue to own your existing Policy. | “Distributing
the Policies” “Exchange Privilege” |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Maximum
Sales Charge (load) |
On payment of premium | 2.00% of premiums paid | 2.00% of each premium paid |
State Premium Tax Charge | On payment of premium | 2.0% in all Policy years | 2.0% in all Policy years |
Surrender Charge1,2 | |||
• Minimum and Maximum Charge | On surrender or lapse of the Policy in the first fifteen (15) Policy years (and, with respect to a face amount increase, in the first fifteen (15) Policy years after the increase) | In Policy year 1, $3.00 to $40.00 per $1,000 of specified face amount | In Policy year 1, $3.00 to $40.00 per $1,000 of specified face amount |
• Charge in the first Policy year for a Representative Insured3 | $1.47 per $1,000 of specified face amount | $1.47 per $1,000 of specified face amount | |
Transfer Charge | On transfer of cash value among the investment divisions and between the investment divisions and the Fixed Account | $25 for each transfer | Not currently charged |
Illustration Fee | Upon request for an illustration if more than one illustration is requested during the year. | $25.00 | Not currently charged |
1 | The surrender charge remains level for one to five Policy years, and declines on an annual basis until it reaches zero in the sixteenth Policy year. |
2 | Charges vary based upon individual characteristics of each insured such as sex, age, smoker or nonsmoker class. The charge shown may not be representative of the charge that a particular Policy Owner would pay. Please refer to the specifications page of your Policy to see the particular cost of insurance and other charges that apply to you. |
3 | The representative insured is a male, age 35, in the preferred nonsmoker risk class, under a Policy with a base Policy face amount of $375,000, who has chosen Death Benefit Option A. |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Base Policy Charges: | |||
Cost of Term Insurance(1),(2) | |||
• Minimum and Maximum Charge | Monthly | $0.06 to $41.51 per $1,000 of net amount at risk | $0.02 to $37.62 per $1,000 of net amount at risk |
• Charge for a representative insured(3) | $0.18 per $1,000 of net amount at risk | $0.06 per $1,000 of net amount at risk | |
Administration Charge (after the first Policy year) | |||
• Specified face amount less than $100,000 | Monthly | $9.00 | $9.00 |
• Specified face amount between $100,000 and $249,999 | $7.00 | $7.00 | |
• Specified face amount of $250,000 or more | $5.00 | $5.00 | |
Mortality and Expense Risk Charge(4) | Daily | Effective annual rate of 0.90% | Effective annual rate of 0.90% |
Charge for Income Taxes | As incurred | N/A | N/A |
Loan Interest Spread(5) | Annually | Annual rate of 2% of loan collateral | Annual rate of 2% of loan collateral |
Optional Benefit Charges: | |||
Disability Waiver Benefit | |||
• Minimum and Maximum Charge for Insured(1) | Monthly | $0.02 to $0.45 per $1,000 of term insurance amount | $0.01 to $0.38 per $1,000 of term insurance amount |
• Minimum and Maximum Charge for Spouse(1),(8) | $0.02 to $0.45 per $1,000 of spousal face amount | $0.01 to $0.38 per $1,000 of spousal face amount | |
• Charge for Child(9) | $0.03 per $1,000 of child face amount | $0.02 per $1,000 of child face amount | |
• Charge for a representative insured(6) | $0.03 per $1,000 of term insurance amount | $0.02 per $1,000 of term insurance amount | |
• Charge for a representative Spouse(6) | $0.02 per $1,000 of spousal face amount | $0.01 $1,000 of spousal face amount | |
• Charge for a representative Child(6) | $0.02 per $1,000 of child face amount | $0.02 per $1,000 of child face amount | |
Accidental Death Benefit | |||
• Minimum and Maximum Charge(1) | Monthly | $0.07 to $0.12 per $1,000 of Accidental Death Benefit Face Amount | $0.04 to $0.07 per $1,000 of Accidental Death Benefit Face Amount |
• Charge for a representative insured(3) | $0.07 per $1,000 of Accidental Death Benefit Face Amount | $0.04 per $1,000 of Accidental Death Benefit Face Amount | |
Children’s Term Insurance Rider | Monthly | $0.60 per $1,000 of Children’s Term Insurance Face Amount | $0.35 per $1,000 of Children’s Term Insurance Face Amount |
Spousal Term Insurance Benefit |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
• Minimum and Maximum Charge(1) | Monthly | $0.16 to $3.27 per $1,000 of Spousal Term Insurance Face Amount | $0.08 to $3.05 per $1,000 of Spousal Term Insurance Face Amount |
• Charge for a representative insured(7) | $0.20 per $1,000 of Spousal Term Insurance Face Amount | $0.09 per $1,000 of Spousal Term Insurance Face Amount |
1 | Charges vary based upon individual characteristics of each insured such as sex, age, smoker or nonsmoker class. The charge shown may not be representative of the charge that a particular Policy Owner would pay. Please refer to the specifications page of your Policy to see the particular cost of insurance and other charges that apply to you. |
2 | Metropolitan Life will determine the monthly cost of term insurance charge by multiplying the applicable cost of term insurance rate or rates by the term insurance amount for each Policy month. The term insurance amount for a Policy month is (a)the death benefit at the beginning of the Policy month divided by 1.0032737 (a discount factor to account for return deemed to be earned during the month), less (b) the cash value at the beginning of the Policy month. |
3 | The representative insured is a male, age 35, in the preferred nonsmoker risk class, under a Policy with a base Policy face amount of $375,000. |
4 | The mortality and expense risk charge reflects an annual rate imposed daily on the cash value in the Separate Account. |
5 | We currently charge interest on Policy loans at an effective rate of 8.00% per year. The cash value that we hold as security for the loan collateral currently earns interest at an effective rate of not less than 6.00% per year. The maximum loan interest spread is 2% per year of the loan collateral. |
6 | The representative insured for the base Disability Waiver benefit is a male, age 35 in the preferred nonsmoker risk class. The representative insured for the Spousal Disability Waiver benefit is a female, age 32 in the preferred nonsmoker risk class. The representative child is any child that is covered under the Children’s Term Insurance Benefit. |
7 | The representative insured is a female, age 32 in the preferred nonsmoker risk class. |
8 | This charge applies to the Disability Waiver Benefit if purchased on the Spousal Term Insurance Rider. |
9 | This charge applies to the Disability Waiver Benefit if purchased on the Children’s Term Insurance Rider. |
Minimum | Maximum | |
Annual
Portfolio Expenses (expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses) |
0.27% | 0.96% |
Age
of Insured on Date of Death |
Percentage
of Cash Value |
Age
of Insured on Date of Death |
Percentage
of Cash Value | |||
40 and less: | 250% | 70: | 115% | |||
45: | 215% | 75: | 105% | |||
50: | 185% | 80: | 105% | |||
55: | 150% | 85: | 105% | |||
60: | 130% | 90: | 105% | |||
65: | 120% | 95: | 100% |
(1) | The cumulative net premium payments allocated to the investment division; plus |
(2) | All cash values transferred to the investment division from the Fixed Account, from the Policy Loan Account upon loan repayment (including all interest credited on loaned amounts) or from another investment division; minus |
(3) | Any cash value transferred from the investment division to the Fixed Account, to the Policy Loan Account upon taking out a loan or to another investment division; minus |
(4) | Any partial cash withdrawal from the investment division; minus |
(5) | The portion of the cumulative monthly deductions allocated to the Policy’s cash value in the investment division (see “Charges and Deductions — Monthly Deduction from Cash Value,”); minus |
(6) | The portion of any transfer charge allocated to the Policy’s cash value in the investment division (see “Charges and Deductions — Transfer Charge” ); plus |
(7) | The cumulative net investment return (discussed below) on the net amount of cash value in the investment division. |
NAME OF BENEFIT | PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
Disability Waiver Benefit | This rider waives the entire monthly deduction if the insured is disabled. | Optional | This benefit was available to be elected at Policy issue only. |
Accidental Death Benefit | This rider provides additional insurance equal to an amount stated in the Policy if the insured dies from an accident prior to age 70. | Optional | This benefit was available to be elected at Policy issue only. |
Children’s Term Insurance Benefit | This rider provides term insurance on each insured child. | Optional | This benefit was available to be elected at Policy issue only. |
Spouse Term Insurance Benefit | This rider provides term insurance on the life of the spouse. | Optional | This benefit was available to be elected at Policy issue only. |
NAME OF BENEFIT | PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
Accelerated Death Benefit | This rider provides for a one-time discounted payment of all or a portion of the death benefit to the Policy Owner once the insured has been determined to be terminally ill with twelve months or less to live. | Standard | This benefit was available to be elected at Policy issue only. |
Interest Income Optional Income Plan | The amount applied to this income option will earn interest which will be paid monthly. | Optional | Withdrawals of at least $500 each may be made at any time by written request. |
Installment Income for Stated Period | Payments under this income option will be made in monthly installment payments over a chosen period. | Optional | The period chosen can be from 1 to 30 years. |
Installment Income of Stated Period | Payment under this income option will be made in monthly installment payments of a chosen amount. | Optional | — |
Single Life Income-Guaranteed Payment Period | Payment under this income option will be made monthly during the lifetime of the payee with a chosen guaranteed payment period. | Optional | The guaranteed period can be 10, 15 or 20 years. |
Single Life Income-Guaranteed Return | Payment under this income option will be made monthly during the lifetime of the payee. | Optional | — |
Joint and Survivor Life Income | Payment under this income option will be made monthly and paid jointly to two persons during their lifetime and will continue during the remaining lifetime of the survivor. | Optional | A total payment period of 10 years is guaranteed. |
Equity GeneratorSM Automated Investment Strategy | Allows you to transfer the interest earned in the Fixed Account to any one of the investment divisions on each monthly anniversary. | Standard | Only one automated investment strategy may be in effect at a time. |
NAME OF BENEFIT | PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
Allocator SM Automated Investment Strategy | Allows you to systematically transfer cash value from the Fixed Account or any one investment division to any other investment division. | Standard | Only one automated investment strategy may be in effect at a time. The minimum dollar amount from the source fund is $100. |
Enhanced Dollar Cost Averager | With the Enhanced Dollar Cost Averager, cash value is transferred from the EDCA Fixed Account to the investment divisions monthly. | Standard | Only one automated investment effect at a time. The amount transferred each month to the investment divisions equals the total amount earmarked for the strategy divided by 12. |
Rebalancer SM | The Rebalancer allows your Policy’s cash value to be automatically redistributed on a quarterly basis among the investment divisions and the Fixed Account in accordance with the allocation percentages you have selected. | Standard | Only one automated investment strategy may be in effect at a time. |
Index SelectorSM | The Index Selector allows you to choose one of five asset allocation models which are designed to correlate to various risk tolerance levels. | Standard | Only one automated investment strategy may be in effect at a time. You may not elect Index Selector unless you purchased the Policy prior to July 1, 2016 through a registered representative of one of our formerly affiliated broker-dealers. |
• | American Funds Global Small Capitalization Fund |
• | American Funds Growth Fund |
• | American Funds Growth-Income Fund |
• | American Funds The Bond Fund of America |
• | Baillie Gifford International Stock Portfolio |
• | CBRE Global Real Estate Portfolio |
• | Harris Oakmark International Portfolio |
• | Invesco Global Equity Portfolio |
• | Invesco Small Cap Growth Portfolio |
• | Loomis Sayles Small Cap Core Portfolio |
• | Loomis Sayles Small Cap Growth Portfolio |
• | MetLife MSCI EAFE® Index Portfolio |
• | MetLife Russell 2000® Index Portfolio |
• | MFS® Research International Portfolio |
• | Neuberger Berman Genesis Portfolio |
• | T. Rowe Price Small Cap Growth Portfolio |
• | Western Asset Management Strategic Bond Opportunities Portfolio |
Premium Payments: | |
Payment Inquiries and Correspondence | Metropolitan Life P.O. Box 354 Warwick, RI 02887-0354 |
Beneficiary and Ownership Changes | Metropolitan Life P.O. Box 313 Warwick, RI 02887-0313 |
Surrenders, Loans, Withdrawals and Investment Division Transfers | Metropolitan Life P.O. Box 543 Warwick, RI 02887-0543 |
Death Claims | Metropolitan Life P.O. Box 353 Warwick, RI 02887-0353 |
Investment Division Transfers and Other Telephone Transactions and Inquiries | (800) 638-5000 |
Age
at Issue or Increase |
Policy Years Since Issue or Increase | |||||||||||||||||||||||||||||
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | ||||||||||||||||
0-5 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 1 | $1 | $1 | $1 | $1 | |||||||||||||||
6-10 | 3 | 3 | 3 | 3 | 3 | 2 | 2 | 2 | 2 | 2 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||
11-20 | 3 | 3 | 3 | 3 | 3 | 2 | 2 | 2 | 2 | 2 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||
21-25 | 3 | 3 | 3 | 3 | 3 | 2 | 2 | 2 | 2 | 2 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||
26-30 | 4 | 4 | 3 | 3 | 3 | 3 | 3 | 2 | 2 | 2 | 2 | 1 | 1 | 1 | 1 | |||||||||||||||
31-35 | 7 | 6 | 6 | 6 | 5 | 5 | 5 | 4 | 4 | 3 | 3 | 2 | 2 | 1 | 1 | |||||||||||||||
36-40 | 8 | 7 | 7 | 7 | 6 | 6 | 5 | 5 | 4 | 4 | 3 | 3 | 2 | 1 | 1 | |||||||||||||||
41-44 | 10 | 9 | 8 | 8 | 7 | 7 | 6 | 6 | 5 | 4 | 4 | 3 | 2 | 2 | 1 | |||||||||||||||
45-50 | 12 | 12 | 11 | 10 | 10 | 9 | 8 | 7 | 7 | 6 | 5 | 4 | 3 | 2 | 1 | |||||||||||||||
51-54 | 15 | 15 | 14 | 13 | 12 | 11 | 10 | 9 | 8 | 7 | 6 | 5 | 4 | 3 | 1 | |||||||||||||||
55-59 | 18 | 17 | 16 | 15 | 14 | 13 | 12 | 11 | 10 | 9 | 8 | 6 | 5 | 3 | 2 | |||||||||||||||
60-69 | 22 | 21 | 20 | 18 | 17 | 16 | 15 | 13 | 12 | 11 | 9 | 7 | 6 | 4 | 2 | |||||||||||||||
70-79 | 22 | 21 | 20 | 18 | 17 | 16 | 15 | 13 | 12 | 11 | 9 | 8 | 6 | 4 | 2 | |||||||||||||||
80 | 22 | 21 | 20 | 18 | 17 | 16 | 15 | 14 | 13 | 12 | 10 | 9 | 8 | 6 | 3 |
Age
at Issue or Increase |
Policy Years Since Issue or Increase | |||||||||||||||||||||||||||||
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | ||||||||||||||||
0-5 | $ 4 | $ 4 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 2 | $ 2 | $ 2 | $ 2 | $ 1 | $ 1 | $ 1 | $1 | |||||||||||||||
6-10 | 4 | 4 | 4 | 4 | 3 | 3 | 3 | 3 | 2 | 2 | 2 | 1 | 1 | 1 | 1 | |||||||||||||||
11-20 | 5 | 5 | 5 | 4 | 4 | 4 | 3 | 3 | 3 | 2 | 2 | 2 | 1 | 1 | 1 | |||||||||||||||
21-25 | 7 | 7 | 6 | 6 | 6 | 5 | 5 | 4 | 4 | 3 | 3 | 2 | 2 | 1 | 1 | |||||||||||||||
26-30 | 10 | 8 | 7 | 7 | 7 | 6 | 6 | 5 | 4 | 4 | 3 | 3 | 2 | 1 | 1 | |||||||||||||||
31-35 | 12 | 12 | 11 | 10 | 10 | 9 | 8 | 7 | 6 | 5 | 4 | 4 | 3 | 2 | 1 | |||||||||||||||
36-40 | 15 | 14 | 13 | 12 | 12 | 11 | 10 | 9 | 8 | 7 | 6 | 5 | 4 | 3 | 1 | |||||||||||||||
41-44 | 20 | 20 | 19 | 18 | 17 | 16 | 14 | 13 | 12 | 10 | 9 | 7 | 5 | 4 | 2 | |||||||||||||||
45-50 | 24 | 24 | 24 | 22 | 21 | 19 | 17 | 16 | 14 | 12 | 10 | 8 | 6 | 4 | 2 | |||||||||||||||
51-54 | 27 | 27 | 26 | 24 | 23 | 21 | 19 | 18 | 16 | 14 | 12 | 10 | 7 | 5 | 3 | |||||||||||||||
55-59 | 30 | 29 | 27 | 25 | 24 | 22 | 20 | 18 | 16 | 14 | 12 | 10 | 8 | 5 | 3 | |||||||||||||||
60-69 | 32 | 30 | 29 | 27 | 25 | 23 | 22 | 20 | 18 | 15 | 13 | 11 | 8 | 6 | 3 | |||||||||||||||
70-79 | 36 | 34 | 33 | 31 | 29 | 27 | 25 | 23 | 20 | 18 | 16 | 13 | 10 | 7 | 4 | |||||||||||||||
80 | 40 | 38 | 36 | 34 | 32 | 30 | 28 | 26 | 24 | 22 | 19 | 17 | 14 | 11 | 6 |
(1) | All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the Policy Owner’s investment in the Policy only after all gain has been distributed. |
(2) | Loans taken from or secured by a Policy classified as a modified endowment contract are treated as distributions and taxed accordingly. |
(3) | A 10 percent additional income tax is imposed on the amount subject to tax except where the distribution or loan is made when the Policy Owner has attained age 59 1⁄2 or is disabled, or where the distribution is part of a series of substantially equal periodic payments for the life (or life expectancy) of the Policy Owner or the joint lives (or joint life expectancies) of the Policy Owner and the Policy Owner’s beneficiary. The foregoing exceptions generally do not apply to a Policy Owner which is a non-natural person, such as a corporation. |
• | That were formerly Registered with the Distributor (“formerly affiliated sales representatives”). |
• | Registered through other broker-dealers, including a wholly owned subsidiary. |
• | First Policy Year: The lesser of 60% of the Option A target premium; plus .3% of the excess of the premium paid over the Option A target premium; or $40 per $1,000 of face amount of insurance issued. |
• | Policy Years 2-4: 5% of premiums paid in the Policy year. |
• | Policy Years 5-10: A servicing fee of 2% of premiums paid in the Policy year. |
• | Policy Years 11 and later: A servicing fee of 1% of premiums paid in the Policy year. |
FUND
TYPE |
PORTFOLIO
AND ADVISER/SUBADVISER |
CURRENT
EXPENSES |
AVERAGE
ANNUAL TOTAL RETURNS (as of 12/31/2021) | ||
1
YEAR |
5
YEAR |
10
YEAR | |||
Global Equity | American
Funds Global Small Capitalization Fund* - Class 2 Capital Research and Management CompanySM |
0.90% | 6.74% | 12.51% | 15.45% |
US Equity | American
Funds Growth Fund - Class 2 Capital Research and Management CompanySM |
0.60% | 21.97% | 19.71% | 25.43% |
US Equity | American
Funds Growth-Income Fund - Class 2 Capital Research and Management CompanySM |
0.54% | 24.10% | 15.42% | 16.39% |
US Fixed Income | American
Funds The Bond Fund of America* - Class 2 Capital Research and Management CompanySM |
0.45% | -0.31% | 3.27% | 4.25% |
International Equity | Baillie
Gifford International Stock Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Baillie Gifford Overseas Limited |
0.71% | -0.76% | 13.35% | 9.97% |
US Fixed Income | BlackRock
Bond Income Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: BlackRock Advisors, LLC |
0.37% | -0.43% | 4.26% | 3.86% |
US Equity | BlackRock
Capital Appreciation Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: BlackRock Advisors, LLC |
0.62% | 21.20% | 25.45% | 18.64% |
US Fixed Income | BlackRock
Ultra-Short Term Bond Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: BlackRock Advisors, LLC |
0.36% | -0.19% | 1.01% | 0.54% |
Allocation | Brighthouse
Asset Allocation 100 Portfolio - Class A Brighthouse Investment Advisers, LLC |
0.72% | 18.34% | 14.91% | 13.15% |
Allocation | Brighthouse
Asset Allocation 20 Portfolio* - Class A Brighthouse Investment Advisers, LLC |
0.60% | 4.01% | 6.00% | 5.30% |
Allocation | Brighthouse
Asset Allocation 40 Portfolio - Class A Brighthouse Investment Advisers, LLC |
0.60% | 7.68% | 8.12% | 7.37% |
Allocation | Brighthouse
Asset Allocation 60 Portfolio - Class A Brighthouse Investment Advisers, LLC |
0.63% | 11.17% | 10.45% | 9.47% |
FUND
TYPE |
PORTFOLIO
AND ADVISER/SUBADVISER |
CURRENT
EXPENSES |
AVERAGE
ANNUAL TOTAL RETURNS (as of 12/31/2021) | ||
1
YEAR |
5
YEAR |
10
YEAR | |||
Allocation | Brighthouse
Asset Allocation 80 Portfolio - Class A Brighthouse Investment Advisers, LLC |
0.67% | 14.87% | 12.89% | 11.54% |
US Equity | Brighthouse/Artisan
Mid Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Artisan Partners Limited Partnership |
0.75% | 26.91% | 10.32% | 11.00% |
Allocation | Brighthouse/Wellington
Balanced Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: Wellington Management Company LLP |
0.51% | 14.02% | 12.84% | 11.64% |
US Equity | Brighthouse/Wellington
Core Equity Opportunities Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Wellington Management Company LLP |
0.60% | 24.43% | 16.62% | 14.75% |
US Equity | Brighthouse/Wellington
Large Cap Research Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Wellington Management Company LLP |
0.53% | 24.38% | 18.14% | 16.33% |
Sector | CBRE
Global Real Estate Portfolio - Class A (formerly known as Clarion Global Real Estate Portfolio - Class A) Brighthouse Investment Advisers, LLC Subadviser: CBRE Investment Management Listed Real Assets LLC |
0.62% | 34.70% | 10.29% | 9.28% |
US Equity | Frontier
Mid Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Frontier Capital Management Company, LLC |
0.70% | 14.68% | 18.90% | 15.49% |
International Equity | Harris
Oakmark International Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Harris Associates L.P. |
0.76% | 8.66% | 7.35% | 9.00% |
Global Equity | Invesco
Global Equity Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc. |
0.57% | 15.76% | 18.44% | 14.46% |
US Equity | Invesco
Small Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc. |
0.80% | 7.12% | 19.19% | 16.92% |
US Equity | Jennison
Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Jennison Associates LLC |
0.53% | 17.17% | 27.45% | 20.50% |
US Equity | Loomis
Sayles Growth Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P. |
0.56% | 18.66% | 16.59% | 15.99% |
FUND
TYPE |
PORTFOLIO
AND ADVISER/SUBADVISER |
CURRENT
EXPENSES |
AVERAGE
ANNUAL TOTAL RETURNS (as of 12/31/2021) | ||
1
YEAR |
5
YEAR |
10
YEAR | |||
US Equity | Loomis
Sayles Small Cap Core Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P. |
0.87% | 21.95% | 11.95% | 13.23% |
US Equity | Loomis
Sayles Small Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P. |
0.86% | 10.00% | 19.09% | 15.79% |
US Fixed Income | MetLife
Aggregate Bond Index Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC |
0.27% | -1.93% | 3.32% | 2.64% |
US Equity | MetLife
Mid Cap Stock Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC |
0.29% | 24.40% | 12.81% | 13.93% |
International Equity | MetLife
MSCI EAFE® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC |
0.38% | 10.72% | 9.38% | 7.84% |
US Equity | MetLife
Russell 2000® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC |
0.30% | 14.52% | 11.93% | 13.20% |
US Equity | MetLife
Stock Index Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC |
0.26% | 28.36% | 18.18% | 16.26% |
International Equity | MFS
® Research International Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company |
0.64% | 11.98% | 12.58% | 8.72% |
Allocation | MFS
® Total Return Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company |
0.59% | 14.22% | 9.89% | 9.68% |
US Equity | MFS
® Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company |
0.57% | 25.54% | 12.51% | 13.70% |
US Equity | Morgan
Stanley Discovery Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Morgan Stanley Investment Management Inc. |
0.62% | -10.54% | 37.65% | 20.90% |
US Equity | Neuberger
Berman Genesis Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Neuberger Berman Investment Advisers LLC |
0.78% | 18.41% | 15.71% | 14.21% |
FUND
TYPE |
PORTFOLIO
AND ADVISER/SUBADVISER |
CURRENT
EXPENSES |
AVERAGE
ANNUAL TOTAL RETURNS (as of 12/31/2021) | ||
1
YEAR |
5
YEAR |
10
YEAR | |||
US Fixed Income | PIMCO
Inflation Protected Bond Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: Pacific Investment Management Company LLC |
0.53% | 5.61% | 5.42% | 3.16% |
US Fixed Income | PIMCO
Total Return Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Pacific Investment Management Company LLC |
0.47% | -1.13% | 4.15% | 3.58% |
Allocation | SSGA
Growth and Income ETF Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: SSGA Funds Management, Inc. |
0.51% | 13.61% | 10.31% | 8.75% |
Allocation | SSGA
Growth ETF Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: SSGA Funds Management, Inc. |
0.54% | 17.88% | 12.01% | 10.31% |
US Equity | T.
Rowe Price Large Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc. |
0.57% | 20.22% | 23.39% | 19.26% |
US Equity | T.
Rowe Price Mid Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc. |
0.70% | 15.15% | 18.19% | 16.57% |
US Equity | T.
Rowe Price Small Cap Growth Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc. |
0.49% | 11.67% | 16.25% | 15.90% |
US Equity | Victory
Sycamore Mid Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Victory Capital Management Inc. |
0.59% | 32.13% | 12.75% | 12.26% |
US Fixed Income | Western
Asset Management Strategic Bond Opportunities Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Western Asset Management Company LLC |
0.54% | 2.82% | 5.55% | 5.21% |
US Fixed Income | Western
Asset Management U.S. Government Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Western Asset Management Company LLC |
0.48% | -1.52% | 2.49% | 1.97% |
* | The Portfolio is subject to an expense reimbursement or fee waiver arrangement. The annual expenses shown reflect temporary fee reductions. |
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• | The New York Stock Exchange has an unscheduled closing. |
• | There is an emergency so that we could not reasonably determine the investment experience of a Policy. |
• | The SEC determines that an emergency exists. |
• | The SEC by order permits us to do so for the protection of Policy Owners (provided that the delay is permitted under New York State insurance law and regulations). |
• | With respect to the insurance proceeds, if entitlement to a payment is being questioned or is uncertain. |
• | We are paying amounts attributable to a check. In that case we can wait for a reasonable time (15 days or less) to let the check clear. |
Fiscal Year | Aggregate
Amount of Commissions Paid to Distributor |
Aggregate
Amount of Commissions Retained by Distributor After Payments to Selling Firms | ||
2021 | $400,685 | $0 | ||
2020 | $292,141 | $0 | ||
2019 | $159,363 | $0 |
Name and Principal Business Address | Positions and Offices with Depositor | |
R.
Glenn Hubbard 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 |
Chairman of the Board and Director | |
Michel
A. Khalaf President and Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, NY 10166 |
President and Chief Executive Officer and Director | |
Cheryl
W. Grisé Former Executive Vice President Northeast Utilities 200 Park Avenue New York, NY 10166 |
Director | |
Carlos
M. Gutierrez Former U.S. Secretary of Commerce, Co-Founder, Chairman and Chief Executive Officer EmPath, Inc. 200 Park Avenue New York, NY 10166 |
Director | |
Gerald
L. Hassell Former Chairman of the Board and Chief Executive Officer The Bank of New York Mellon Corporation 200 Park Avenue New York, NY 10166 |
Director |
Name and Principal Business Address | Positions and Offices with Depositor | |
David
L. Herzog Former Chief Financial Officer and Executive Vice President American International Group 200 Park Avenue New York, NY 10166 |
Director | |
Edward
J. Kelly, III Former Chairman, Institutional Clients Group Citigroup, Inc. 200 Park Avenue New York, NY 10166 |
Director | |
William
E. Kennard Former U.S. Ambassador to the European Union 200 Park Avenue New York, NY 10166 |
Director | |
Catherine
R. Kinney Former President and Co-Chief Operating Officer New York Stock Exchange, Inc. 200 Park Avenue New York, NY 10166 |
Director | |
Diana
L. McKenzie Former Chief Information Officer Workday, Inc. 200 Park Avenue New York, NY 10166 |
Director | |
Denise
M. Morrison Former President and Chief Executive Officer Campbell Soup Company 1 Campbell Place Camden, NJ 08103 |
Director | |
Mark
A. Weinberger Former Global Chairman and Chief Executive Officer EY 200 Park Avenue New York, NY 10166 |
Director |
NAME | POSITIONS WITH DEPOSITOR | |
Michel A. Khalaf | President and Chief Executive Officer | |
Marlene Debel | Executive Vice President and Chief Risk Officer | |
Stephen W. Gauster | Executive Vice President and General Counsel | |
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 |
NAME | POSITIONS WITH DEPOSITOR | |
Steven J. Goulart | Executive Vice President and Chief Investment Officer | |
Kishore Ponnavolu | President, Asia |
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) | DavisVision 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. (SGP) | ||||||||||
i) | MetLife Services East Private Limited (IND) - 99.99% is owned by MetLife Solutions Pte. Ltd. and .01% by Natiloportem Holdings, LLC | ||||||||||
ii) | MetLife Global Operations Support Center Private Limited (IND) - 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 (CHL) - 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. (CHL) - 99.99% is held by MetLife Chile Inversiones Limitada and 0.01% by International Technical and Advisory Services Limited. | ||||||||||
a) | MetLife Chile Administradora de Mutuos Hipotecarios S.A. (CHL) - 99.9% 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 (CHL) - 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. (CHL) - 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. (CHL) - 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 MetLife Chile Inversiones Limitada | ||||||||||
3. | MetLife Chile Seguros Generales, S.A. (CHL) - 99.99% of MetLife Chile Seguros Generales S.A. is owned by MetLife Chile Inversiones Limitada and 0.01% 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) | ||||||||||
(a) | MAXIS Services, LLC (DE) - MetLife, Inc. sold its interests in MAXIS Services, LLC to MAXIS GBN on December 14, 2021. | ||||||||||
i) | MAXIS Insurance Brokerage Services, Inc. (DE) - 100% of MAXIS Insurance Brokerage Services, Inc. is owned by MAXIS Insurance Brokerage Services, Inc. (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) | ||||||||||
a) | Pacific Logistics Industrial North, LLC (DE) | ||||||||||
8. | METLIFE ASHTON AUSTIN OWNER, LLC (DE) | ||||||||||
9. | METLIFE ACOMA OWNER, LLC (DE) | ||||||||||
10. | MET 1065 HOTEL, LLC (DE) | ||||||||||
a) | ML Spokane Industrial Member, 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 (CYM) | ||||||||||
a) | OMI MLIC Investments Limited (CYM) | ||||||||||
3. | MLIC Asset Holdings II LLC (DE) | ||||||||||
4. | CC Holdco Manager, LLC (DE) | ||||||||||
5. | Transmountain Land & Livestock Company (MT) | ||||||||||
6. | Missouri Reinsurance, Inc. (CYM) | ||||||||||
7. | Metropolitan Tower Realty Company, Inc. (DE) | ||||||||||
a) | Midtown Heights, LLC (DE) | ||||||||||
8. | MetLife RC SF Member, LLC (DE) | ||||||||||
a) | MNQM TRUST 2020 (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. | ||||||||||
c) | Long Island Solar Farm LLC (DE) - 90.39% membership interest is held by LISF Solar Trust in which MetLife Capital Limited Partnership has a 100% beneficial interest and the remaining 9.61% is owned by a third party. | ||||||||||
i) | Met Canada Solar ULC (CAN) | ||||||||||
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 | ||||||||||
a) | Plaza Drive Properties, LLC (DE) | ||||||||||
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) | ||||||||||
a) | PREFCO Fourteen, 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) | ||||||||||
a) | MTC Fund I, LLC (DE) - Housing Fund Manager, LLC is the managing member and owns .01% and the remaining interests are held by a third party member. | ||||||||||
b) | MTC Fund II, LLC (DE) - Housing Fund Manager, LLC is the managing member and owns .01% and the remaining interests are held by a third party member. | ||||||||||
c) | MTC Fund III, LLC (DE) - Housing Fund Manager, LLC is the managing member and owns .01% and the remaining interests are held by a third party member. | ||||||||||
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. | MetLife Chino Member, LLC (DE) | ||||||||||
30. | MLIC CB Holdings LLC (DE) | ||||||||||
31. | 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. | ||||||||||
32. | Oconee Hotel Company, LLC (DE) | ||||||||||
a) | ML Hudson Member, LLC (DE) | ||||||||||
b) | ML 300 THIRD MEMBER LLC (DE) | ||||||||||
33. | Oconee Land Company, LLC (DE) | ||||||||||
a) | Oconee Land Development Company, LLC (DE) | ||||||||||
b) | Oconee Golf Company, LLC (DE) | ||||||||||
c) | Oconee Marina Company, LLC (DE) | ||||||||||
34. | 1201 TAB Manager, LLC (DE) | ||||||||||
35. | MetLife 1201 TAB Member, LLC (DE) | ||||||||||
36. | 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. | ||||||||||
37. | 1001 Properties, LLC (DE) |
38. | 6104 Hollywood, LLC (DE) | ||||||||||
39. | Boulevard Residential, LLC (DE) | ||||||||||
40. | ML-AI MetLife Member 3, LLC (DE) | ||||||||||
41. | Marketplace Residences, LLC (DE) | ||||||||||
42. | ML Swan Mezz, LLC (DE) | ||||||||||
a) | ML Swan GP, LLC (DE) | ||||||||||
43. | ML Dolphin Mezz, LLC (DE) | ||||||||||
a) | ML Dolphin GP, LLC (DE) | ||||||||||
44. | Haskell East Village, LLC (DE) | ||||||||||
45. | 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 | ||||||||||
46. | ML Terraces, LLC (DE) | ||||||||||
47. | Chestnut Flats Wind, LLC (DE) | ||||||||||
48. | MetLife 425 MKT Member, LLC (DE) - 66.91% of MetLife 425 MKT Member, LLC is owned by Metropolitan Life Insurance Company and 33.09% is owned by MREF 425 MKT, LLC. | ||||||||||
49. | MetLife OFC Member, LLC (DE) | ||||||||||
50. | MetLife THR Investor, LLC (DE) | ||||||||||
51. | ML Southmore, LLC (DE) - 99% of ML Southmore, LLC is owned by MLIC and 1% by Metropolitan Tower Life Insurance Company. | ||||||||||
52. | ML - AI MetLife Member 1, LLC (DE) - 100% of the membership interest is owned by Metropolitan Life Insurance Company. | ||||||||||
53. | MetLife CB W/A, LLC (DE) | ||||||||||
a) | ML OMD Member, LLC (DE) | ||||||||||
54. | 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. | |||||||||||
55. | 10700 Wilshire, LLC (DE) | ||||||||||
56. | Viridian Miracle Mile, LLC (DE) | ||||||||||
57. | MetLife 555 12th Member, LLC (DE) - 94.6% is owned by MLIC and 5.4% by Metropolitan Tower Life Insurance Company. | ||||||||||
58. | MetLife OBS Member, LLC (DE) | ||||||||||
59. | MetLife 1007 Stewart, LLC (DE) | ||||||||||
60. | 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. | ||||||||||
61. | MetLife Treat Towers, Member, LLC (DE) | ||||||||||
62. | MetLife FM Hotel Member, LLC (DE) | ||||||||||
a) | LHCW Holdings (U.S.) LLC (DE) | ||||||||||
i) | LHC Holdings (U.S.) LLC (DE) | ||||||||||
1) | LHCW Hotel Holdings LLC (DE) | ||||||||||
aa) | LHCW Hotel Holdings (2002) LLC (DE) | ||||||||||
bb) | LHCW Hotel Operating Company (2002) LLC (DE) | ||||||||||
63. | ML Mililani Member, LLC (DE)- is owned at 95% by MLIC and 5% by Metropolitan Tower Life Insurance Company. | ||||||||||
64. | MetLife SP Holdings, LLC (DE) | ||||||||||
a) | MetLife Private Equity Holdings, LLC (DE) | ||||||||||
65. | Buford Logistics Center, LLC (DE) |
66. | MetLife Park Tower Member, LLC (DE) | ||||||||||
a) | Park Tower REIT, Inc. (DE) | ||||||||||
i) | Park Tower JV Member, LLC (DE) | ||||||||||
67. | 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. | ||||||||||
68. | ML-AI MetLife Member 5, LLC (DE) | ||||||||||
69. | MetLife HCMJV 1 GP, LLC (DE) | ||||||||||
a) | METLIFE HCMJV 1 LP, LLC (DE) | ||||||||||
70. | MetLife ConSquare Member, LLC (DE) | ||||||||||
71. | MetLife Ontario Street Member, LLC (DE) | ||||||||||
72. | 1925 WJC Owner, LLC (DE) | ||||||||||
a) | ML BELLEVUE MEMBER, LLC (DE) | ||||||||||
b) | MIM Spokane Industrial Manager, LLC (DE) | ||||||||||
73. | MetLife Member Solaire, LLC (DE) | ||||||||||
74. | Sino-US United MetLife Insurance Co., Ltd. - 50% of Sino-US United MetLife Insurance Company, Ltd. is owned by MLIC and 50% is owned by a third party. | ||||||||||
a) | METLIFE LEGAL PLANS, INC. (DE) | ||||||||||
b) | METLIFE LEGAL PLANS OF FLORIDA, INC. (FL) | ||||||||||
c) | 1350 Eye Street Owner LLC (DE) - 95.616439% of 1350 Eye Street Owner LLC is owned by Metropolitan Life insurance Company and 4.383561% is owned by Metropolitan Tower Life Insurance Company. | ||||||||||
75. | ML Cerritos TC Member, LLC (DE) - Metropolitan Life Insurance Company owns 60% and 40% by Metropolitan Tower Life Insurance Company. | ||||||||||
76. | MetLife Boro Station Member, LLC (DE) | ||||||||||
77. | MetLife 8280 Member, LLC (DE) | ||||||||||
a) | MetLife Campus at SGV Member LLC (DE) | ||||||||||
78. | Southcreek Industrial Holdings, LLC (DE) | ||||||||||
79. | MMP Owners, LLC (DE) | ||||||||||
80. | ML Corner 63 Member, LLC (DE) | ||||||||||
a) | ML Armature Member, LLC (DE) - 87.34% of ML Armature Member, LLC is owned by Metropolitan Life Insurance Company and 12.66% is owned by Metropolitan Tower Life Insurance Company. | ||||||||||
81. | 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. (DE) |
1. | MetLife Senior Direct Lending GP, LLC (DE) | ||||||||||
a. | MetLife Senior Direct Lending Fund, LP (CYM) | ||||||||||
i. | MetLife Senior Direct Lending Finco, LLC (DE) | ||||||||||
aa) | MetLife Senior Direct Lending Holdings, LP (DE) | ||||||||||
b. | MLJ US Feeder LLC (DE) - MetLife Senior Direct Lending GP, LLC is the Manager of MLJ US Feeder LLC. MetLife Insurance K.K. is the sole member. | ||||||||||
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 (CYM) - 95.88% of the Limited Partnership interests of this entity is owned by MetLife Insurance K.K. (Japan) and 4.12% is owned by MetLife Mexico S.A., | ||||||||||
b) | MetLife International PE Fund II, LP (CYM) - 97.90% of the limited partnership interests of MetLife International PE Fund II, LP is owned by MetLife Insurance K.K. (Japan) and 2.1% by MetLife Mexico, S.A. | ||||||||||
c) | MetLife International HF Partners, LP (CYM) - 90.30% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K. (Japan) and 9.70% is owned by MetLife Insurance Company of Korea Limited, | ||||||||||
d) | MetLife International PE Fund III, LP (CYM) - 92.09% of the limited partnership interests of MetLife International PE Fund III, LP is owned by MetLife Insurance K.K. (Japan) and 7.91% is owned by MetLife Insurance Company of Korea Limited, | ||||||||||
e) | MetLife International PE Fund IV, LP (CYM) - 96.21% of the limited partnership interests of MetLife International PE Fund IV, LP is owned by MetLife Insurance K.K. (Japan) and 3.79% is owned by MetLife Insurance Company of Korea Limited, | ||||||||||
f) | MetLife International PE Fund V, LP (CYM) - 96.73% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K. (Japan) and the remaining 3.27% is owned by MetLife Insurance Company of Korea. | ||||||||||
g) | MetLife International PE Fund VI, LP (CYM) - 96.53% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K. (Japan) and the remaining 3.47% is owned by MetLife Insurance Company of Korea. | ||||||||||
h) | MetLife International PE Fund VII, LP (CYM) - MetLife Alternatives GP, LLC is the general partner of MetLife International PE Fund VII, LP. MetLife Insurance K.K. (Japan) is the sole limited partner. | ||||||||||
8. | MetLife Loan Asset Management LLC (DE) | ||||||||||
a) | MIM CM Syndicator LLC (DE) | ||||||||||
b) | 1350 Eye Street Manager, 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). | ||||||||||
b) | MIM Campus at SGV Manager, LLC (DE) | ||||||||||
c) | MIM LS GP, LLC (DE) | ||||||||||
(i) | MetLife Long Short Credit Fund, LP (DE) - MIM LS GP, LLC is the general partner of MetLife Long Short Credit Fund, LP (the “Fund”). Metropolitan Life Insurance Company owns 100% of the Fund. | ||||||||||
(ii) | MetLife Long Short Credit Master Fund, LP (DE) - MIM LS GP, LLC is the general partner of MetLife Long Short Credit Master Fund, LP (the “Fund”). MetLife Long Short Credit Fund, LP is the sole limited partner in the Fund. | ||||||||||
(iii) | MetLife Long Short Credit Parallel Fund, LP (Cayman) - MIM LS GP, LLC is the general partner of MetLife Long Short Credit Parallel Fund, LP (the “Fund”) and is the sole partner in the Fund. | ||||||||||
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 14.40%, Metropolitan Life Insurance Company (on behalf of Separate Account 746) owns 2.09%, MetLife Insurance Company of Korea Limited owns 1.52%, MetLife Insurance K.K. owns 8.1%, Metropolitan Tower Life Insurance Company owns 0.04% and Metropolitan Tower Life Insurance Company (on behalf of Separate Account 152) owns 3.85%. | ||||||||||
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 Allen Creek Member, LLC (DE); 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 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(100%); MCP Valley Forge Owner, LLC (100%); 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; MCP 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; MCP Seattle Gateway Industrial II, LLC; MCP Seventh and Osborn Retail Member, LLC; MCP Astor at Osborn, LLC; 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; MCP Optimist Park Member, LLC; Mountain Technology Center Venture, LLC; Mountain Technology Center A, LLC (100%); Mountain Technology Center B, LLC (100%); Mountain Technology Center C, LLC; Mountain Technology Center D, LLC; Mountain Technology Center E, LLC; MCP Frisco Office Two, LLC; MCP 38th West Highland, LLC; MCP Gateway Commerce Center 5, LLC; MCP Allen Creek Member, LLC; Center Avenue Industrial Venture, LLC (73.26%), Center Avenue Industrial, LLC (73.26%); Vineyard Avenue Industrial Venture, LLC (71.16%), and Vineyard Avenue Industrial, LLC (71.16%). | ||||||||||
aa) | MCP Property Management, LLC (DE) | ||||||||||
bb) | MetLife Core Property TRS, LLC (DE) | ||||||||||
(i) | MCP ESG 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 27.35%, MetLife Insurance Company of Korea Limited owns 1.4%, and Metropolitan Tower Life Insurance Company owns 3.62%. | ||||||||||
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) |
cc) MCMIF Holdco III, LLC (DE) | |||||||||||
b) | MetLife Strategic Hotel Debt Fund GP, LLC (DE) | ||||||||||
i) | MetLife Strategic Hotel Debt Fund, LP (DE) - MetLife Strategic Hotel Debt Fund GP, LLC is the general partner of MetLife Strategic Hotel Debt Fund, LP (the “Fund”). The following affiliates committed to hold limited partnership interests in the Fund: Metropolitan Life Insurance Company (46.88%) and Metropolitan Tower Life Insurance Company (26.04%). The remainder is held by a third party. | ||||||||||
ii) | MetLife Strategic Hotel Originator, LLC (DE) | ||||||||||
c) | MSHDF Holdco I, 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 II L.P (the “Fund”). The following affiliates hold limited partnership interests in the Fund: MetLife Private Equity Holdings, LLC (30.53%), Metropolitan Life Insurance Company (30.53%), .99% is held by MetLife Middle Market Private Debt, GP, LLC. The remainder is held by a third party. | ||||||||||
16. | MetLife Middle Market Private Debt Parallel GP, LLC (DE) | ||||||||||
a. MetLife Middle Market Private Debt Parallel Fund, LP (CYM) - 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. (Japan) (100%). | |||||||||||
17. | MIM OMD Manager LLC (DE) | ||||||||||
18. | MetLife-Enhanced Core Property Fund GP, LLC (DE) | ||||||||||
a) | MetLife Enhanced Core Property Fund, LP (DE) - MetLife Enhanced Core Property Fund GP is the general partner of MetLife Enhanced Core Property Fund LP (the “Fund”). The following affiliates hold limited partnership interests in the Fund: 33.3328% is held by Metropolitan Life Insurance Company and 33.3328% is held by Metropolitan Tower Life Insurance Company. The remainder is held by third parties. | ||||||||||
i) | MetLife Enhanced Core Property REIT, LLC (DE) - MetLife Enhanced Core Property Fund, LP is the manager of MetLife Enhanced Core Property REIT, LLC (the “Fund”) and holds 99.9% of the membership interests in the Fund. The remainder is held by third parties. | ||||||||||
b) | MetLife Enhanced Core Property Holdings LLC (DE) | ||||||||||
i) | MEC Fillmore Cherry Creek, LLC | ||||||||||
ii) | MEC Patriot Park 5 LLC (DE) | ||||||||||
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. | MetLife Global Benefits, Ltd. (CYM) | ||||||||||
R. | Inversiones MetLife Holdco Dos Limitada (CHL) -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. |
S. | MetLife Consumer Services, Inc. (DE) | ||||||||||
T. | MetLife Global, Inc. (DE) | ||||||||||
U. | MetLife Insurance Brokerage, Inc. (NY) | ||||||||||
V. | American Life Insurance Company (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) - MetLife Japan US Equity Fund GP, LLC is the manager of MetLife Japan US Equity Owners (Blocker) LLC. MetLife Insurance K.K. (Japan) is the sole member. | ||||||||||
2. | MetLife Global Holding Company I GmbH (Swiss) | ||||||||||
a) | MetLife, Life Insurance Company (Egypt) - 84.125% of MetLife, Life Insurance Company is owned by MetLife Global Holding Company I GmbH and the remainder by third parties. | ||||||||||
b) | MetLife Global Holding Company II GmbH (Swiss) | ||||||||||
i) | ALICO European Holdings Limited (Ireland) | ||||||||||
1) | Closed Joint-stock Company Master-D (Russia) | ||||||||||
aa) | Closed Joint-Stock Company MetLife Insurance Company (Russia) | ||||||||||
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 (England/UK) | ||||||||||
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. Mexico is held by MetLife Global Holding Company II GmbH (Swiss) and 0.000491% 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) - 89.9999657134583% of MetLife Colombia Seguros de Vida S.A. is owned by MetLife Global Holding Company II GmbH, International Technical and Advisory Services Limited, Borderland Investments Limited and Natiloportem Holdings, LLC each own 10.0000315938813% is owned by MetLife Global Holding Company I GmbH, 0.000000897553447019009%. | ||||||||||
vii) | PJSC MetLife (Ukraine) - 99.9988% of PJSC MetLife is owned by MetLife Global Holding Company II GmbH, .0006% is owned by International Technical and Advisory Services 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 (England/UK) | ||||||||||
2) | Agenvita S.r.l. (Italy) | ||||||||||
3) | MetLife Services EOOD (Bulgaria) | ||||||||||
4) | MetLife Europe Insurance d.a.c (Ireland) | ||||||||||
5) | MetLife Europe Services Limited (Ireland) | ||||||||||
6) | MetLife Services, Sociedad Limitada (Spain) | ||||||||||
7) | 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. | ||||||||||
8) | MetLife Solutions S.A.S. (France) | ||||||||||
aa) | Branch of MetLife Solutions S.A.S. Morocco |
bb) | MetLife Services Cyprus Ltd (Cyprus) | ||||||||||
9) | Metropolitan Life Societate de Administrare a unui Fond de Pensii Administrat Privat S.A. (Romania) - 99.9903% of Metropolitan Life Societate de Administrare a unui Fond de Pensii Administrat Privat S.A. is owned by MetLife EU Holding Company Limited and 0.0097% is owned by MetLife Services Sp z.o.o. | ||||||||||
10) | MetLife Towarzystwo Ubezpieczen 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) | ||||||||||
c) | MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.98% of MetLife Emeklilik ve Hayat A.S. is owned by MetLife Global Holding Company II GmbH (Swiss) and the remaining by third parties. | ||||||||||
10) | MetLife Services Cyprus Ltd. (Cyprus) | ||||||||||
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. and the remaining interest by a third party. | ||||||||||
x) | MetLife Investment Management Europe Limited (Ireland) | ||||||||||
1) | MetLife Investments Asia Limited (Hong Kong) | ||||||||||
2) | MetLife Syndicated Bank Loan Lux GP, S.a.r.l. (Luxembourg) | ||||||||||
3) | MetLife Investments Limited (England/UK) | ||||||||||
4) | MetLife Latin America Asesorias e Inversiones Limitada (CHL) - 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). | ||||||||||
xi) | MetLife Asia Services Sdn. Bhd (Malasya) | ||||||||||
1) | ALICO OPERATIONS, LLC (DE) | ||||||||||
2) | MetLife Asset Management Corp. (Japan) | ||||||||||
3) | MetLife Seguros S.A. (Uruguay) | ||||||||||
13) | MetLife International Holdings, LLC (DE) | ||||||||||
1) | Natiloportem Holdings, LLC (DE) | ||||||||||
aa) Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico) - 99.9% 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 - 32.41% is owned by MetLife International Holdings, LLC and the remainder is owned by third parties. | ||||||||||
3) | Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by MetLife International Holdings, LLC and 4.54% is owned by Natiloportem Holdings, LLC. | ||||||||||
4) | 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. | ||||||||||
5) | 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. | ||||||||||
6) | 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 | ||||||||||
7) | Best Market S.A. (Argentina) - 5% of the shares are held by Natiloportem Holdings, LLC and 95% is owned by MetLife International Holdings, LLC. | ||||||||||
8) | 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) - 19.12% of the shares of MetLife Servicios S.A. are held by Compania Inversora MetLife S.A. 80.88% are held by Natiloportem Holdings, LLC. |
9) | MetLife Worldwide Holdings, LLC (DE) | ||||||||||
aa) BIDV MetLife Life Insurance Limited Liability Company (Vietnam) – 60.61% of BIDV MetLife Life Insurance Limited Liability Company is held by American Life Insurance Company and the remainder by third parties. | |||||||||||
10) | MetLife International Limited, LLC (DE) | ||||||||||
11) | MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by MetLife International Holdings, LLC and 0.001% is owned by Natiloportem Holdings, LLC. | ||||||||||
12) | MetLife Asia Limited (Hong Kong) | ||||||||||
13) | AmMetLife Insurance Berhad (Malaysia) - 50.000002% of AmMetLife Insurance Berhad is owned by MetLife International Holdings, LLC and the remainder by a third party. | ||||||||||
14) | AmMetLife Takaful Berhad (Malaysia) - 49.9999997% of AmMetLife Takaful Berhad is owned by MetLife International Holdings, LLC and the remainder by a third party. | ||||||||||
15) | 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. | ||||||||||
16) | 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. (Ireland) - 98.9% is owned by MetLife International Holdings, LLC 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% 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 PTY Limited. | ||||||||||
ii) | Metropolitan Global Management, LLC (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) - 99.050271% is owned by MetLife Mexico Holdings, S. de R.L. de C.V. and .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, Ltd.- 14.64% is owned by MetLife Mexico S.A. de C.V. 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 (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) | ||||||||||
W. | MetLife European Holdings, LLC (DE) | ||||||||||
X. | 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 (Insurance Rated), L.P. (DE) - MIM EMD GP, LLC is the general partner of MetLife Emerging Market Debt Blend Fund (Insurance Rated), L.P. (the “Fund”). Metropolitan Life Insurance Company owns 77.73% of the Fund. The remainder is held by a third party. | ||||||||||
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 LLC (DE) | ||||||||||
5) | ML Venture 1 Manager, S. de R.L. de C.V. (MEX) - 99.9% is owned by MetLife Investment Management Holdings, LLC and 0.1% is owned by MetLife Investment Management Holdings (Ireland) Limited. | ||||||||||
6) | MetLife Investment Management, LLC (DE) | ||||||||||
7) | ML Venture 1 Servicer, LLC (DE) | ||||||||||
a) | MetLife Single Family Rental Fund GP, LLC (DE) | ||||||||||
i) | MetLife Single Family Rental Fund, LP (DE) - MetLife Single Family Rental Fund GP, LLC is the general partner of MetLife Single Family Rental Fund, LP (the “Fund”). MetLife Investment Management, LLC is the sole limited partner in the Fund. | ||||||||||
b) | MetLife Enhanced Core Property Fund GP, LLC (DE) - MetLife Enhanced Core Property Fund GP is the general partner of MetLife Enhanced Core Property Fund LP (the “Fund”). The following affiliates hold limited partnership interests in the Fund: 33.3328% is held by Metropolitan Life Insurance Company and 33.3328% is held by Metropolitan Tower Life Insurance Company. The remainder is held by third parties. | ||||||||||
c) | MetLife Enhanced Core Property REIT, LLC (DE) - MetLife Enhanced Core Property Fund, LP is the manager of MetLife Enhanced Core Property REIT, LLC (the “Fund”) and holds 99.9% of the membership interests in the Fund. The remainder is held by third parties. | ||||||||||
i) | MetLife Enhanced Core Property Holdings, LLC (DE) | ||||||||||
ii) | MEC FIllmore Cherry Creek, LLC (DE) |
(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 Address | Positions and Offices With Underwriter | |
Derrick
Kelson 200 Park Avenue New York, NY 10166 |
Director, Chairman of the Board, President and Chief Executive Officer | |
Kelli
Buford 200 Park Avenue New York, NY 10166 |
Secretary | |
Christy
Chandler 200 Park Avenue New York, NY 10166 |
Director, Vice President | |
Jessica
T. Good 200 Park Avenue New York, NY 10166 |
Director, Vice President | |
Bradd
Chignoli 501 Route 22 Bridgewater, NJ 08807 |
Director, Senior Vice President |
Name and Principal Business Address | Positions and Offices With Underwriter | |
Michael
Yick 1 MetLife Way Whippany, NJ 07981 |
Vice President and Treasurer | |
Patricia
Fox 501 Route 22 Bridgewater, NJ 08807 |
Chief Compliance Officer | |
Geoffrey
Fradkin 200 Park Avenue New York, NY 10166 |
Vice President | |
Lorene
Elsie Guardado 200 Park Avenue New York, NY 10166 |
Assistant Vice President | |
Justin
Saudo 200 Park Avenue New York, NY 10166 |
Vice President and Chief Information Security Officer | |
Thomas
Schuster 200 Park Avenue New York, NY 10166 |
Director, Senior Vice President | |
Stuart
Turetsky 200 Park Avenue New York, NY 10166 |
Chief Financial Officer | |
Robin
Wagner 200 Park Avenue New York, NY 10166 |
Chief Legal Officer |
(c) | Compensation to the Distributor. The following aggregate amount of commissions and other compensation was received by the Distributor, directly or indirectly, from the Registrant and the other separate accounts of the Depositor, which also issue variable annuity contracts, during their last fiscal year: |
(1)
Name of Principal Underwriter |
(2)
Net Underwriting Discounts and Commissions |
(3)
Compensation on Redemption |
(4)
Brokerage Commissions |
(5)
Other Compensation | ||||
MetLife Investors Distribution Company | $3,859,084 | $0 | $0 | $0 |
(a) | Registrant |
(b) | Metropolitan Life Insurance Company, 200 Park Avenue, New York, NY 10166 |
(c) | MetLife, 18210 Crane Nest Drive, Tampa, FL 33647 |
(d) | MetLife Investors Distribution Company, 200 Park Avenue, New York, NY 10166 |
Metropolitan Life Separate Account UL (Registrant) | |
BY: | Metropolitan Life Insurance Company (Depositor) |
BY: | /s/ HOWARD KURPIT |
Howard Kurpit | |
Senior Vice President |
BY: | Metropolitan Life Insurance Company (Depositor) |
BY: | /s/ HOWARD KURPIT |
Howard Kurpit | |
Senior Vice President |
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.Grise | ||
* | 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 |
Signature | Title | |
* | Director | |
Mark A. Weinberger |
*By: | /s/ Robin Wagner |
Robin
Wagner Attorney-in-Fact April 20, 2022 |
* | Metropolitan Life Insurance Company. Executed by Robin Wagner, on behalf of those indicated pursuant to powers of attorney. |
(f) | (v) | Amended and Restated Charter of Metropolitan Life Insurance Company |
(h) | (xii) | Amendment (dated as of June 7, 2021) to the Participation Agreement (dated April 30, 2001 and May 16, 1989), as amended, by and among Metropolitan Life Insurance Company on behalf of itself and certain of its separate accounts; American Funds Insurance Series; and Capital Research and Management Company. |
(n) | Consent of Independent Registered Public Accounting Firm. |
SHORT CERTIFICATE
STATE OF NEW YORK
DEPARTMENT OF FINANCIAL SERVICES
It is hereby certified that the attached copy of Amended and Restated Charter of Metropolitan Life Insurance Company, of New York, New York, for the purpose of updating the definition of life insurance, changing the minimum number and residency requirements of directors, provide date of annual shareholders meeting and consent of Superintendent of Financial Services of State of New York for issuance of additional shares of common stock of the corporation, as approved by this Department, May 16, 2016, pursuant to Section 1206 of the New York Insurance Law,
has been compared with the original on file in this Department and that it is a correct transcript therefrom and of the whole of said original.
In Witness Whereof, I have hereunto set my hand and affixed the official seal of this Department at the City of Albany, this 16th day of May, 2016. | ||||
/s/ Jacqueline Catalfamo Jacqueline Catalfamo Special Deputy Superintendent |
AMENDED AND RESTATED CHARTER OF
METROPOLITAN LIFE INSURANCE COMPANY
Under
Section 1206 of the Insurance Law
and Sections 801 and 807 of the Business Corporation Law
1. The name of the corporation is Metropolitan Life Insurance Company.
2. The corporation was incorporated on May 4, 1866 under the name National Travelers Insurance Company. The name of the corporation was changed to Metropolitan Life Insurance Company on March 24, 1868.
3. The Charter of the corporation is hereby amended, as authorized by Section 1206 of the Insurance Law of New York (the Insurance Law) and Sections 801 and 807 of the Business Corporation Law of New York, to update the definition of life insurance, provide for the date of each annual meeting of shareholders, to provide for how officers of the company shall be determined, and to require the consent of the Superintendent of Financial Services of the State of New York (or any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the corporations insurance business under applicable law) for the issuance of any additional shares of Common Stock of the corporation.
4. On February 24, 2016, the amendment and restatement of the Charter was authorized by a majority vote of the Board of Directors of the corporation and consented to and authorized by the holder of all of the issued and outstanding capital stock of the corporation entitled to vote thereon, effective upon the filing of the amended and restated Charter in the office of the Superintendent of Financial Services of the State of New York with his approval endorsed thereon.
5. The text of the Charter, as amended by the filing of this Amended and Restated Charter, is hereby restated to read in full as follows:
ARTICLE I
CORPORATE NAME
The name of the corporation shall continue to be Metropolitan Life Insurance Company. The corporation may use, in the transaction of any or all of its business and affairs in Canada, including the exercise of any or all of its rights, such name or such name expressed in the French language. Such name when so expressed shall be La Metropolitaine, compagnie dassurance vie.
ARTICLE II
PLACE OF BUSINESS
The corporation shall be located and have its principal place of business in the Borough of Manhattan, City of New York, County of New York, and State of New York.
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ARTICLE III
ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of the corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held on the second Tuesday of June, or otherwise, within 30 days before or after that date, as the Board may determine, provided that the Superintendent of Financial Services of the State of New York (or any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the corporations insurance business under applicable law) is given notice of the date determined by the Board prior to such date, at such place, either within or without the State of New York, as may be fixed from time to time by resolution of the Board and set forth in the notice or waiver of notice of the meeting.
ARTICLE IV
BUSINESS OF THE CORPORATION
The business of the corporation and the kinds of insurance to be undertaken by it are:
(1) | life insurance, meaning every insurance upon the lives of human beings, and every insurance appertaining thereto, including the granting of endowment benefits, additional benefits in the event of death by accident, additional benefits to safeguard the contract from lapse, accelerated payments of part or all of the death benefit or a special surrender value upon (A) diagnosis of terminal illness defined as a life expectancy of twelve months or less, (B) diagnosis of a medical condition requiring extraordinary medical care or treatment regardless of life expectancy, (C) certification by a licensed health care practitioner of any condition which requires continuous care for the remainder of the insureds life in an eligible facility or at home when the insured is chronically ill as defined by Section 7702(B) of the Internal Revenue Code and regulations thereunder, provided the accelerated payments qualify under Section 101(g)(3) of the Internal Revenue Code and all other applicable sections of federal law in order to maintain favorable tax treatment, (D) certification by a licensed health care practitioner that the insured is chronically ill as defined by Section 7702 (B) of the Internal Revenue Code and regulations thereunder, provided the accelerated payments qualify under Section 101(g)(3) of the Internal Revenue Code and all other applicable sections of federal law in order to maintain favorable tax treatment and the insurer that issues such policy is a qualified long term care insurance carrier under Section 4980c of the Internal Revenue Code or provide a special surrender value, upon total and permanent disability of the insured, and optional modes of settlement of proceeds, (E) the insureds having been a resident of a nursing home, as defined in Section 2801 of the Public Health Law, for a period of three months or more, with an expectation that such insured will remain a resident of a nursing home until death, or (F) the insureds having been the recipient of end of life or palliative care, for a period of three months or more, at a residential health care facility as defined in Subdivision 3 of Section 2801 of the Public Health Law, home care services as defined in Subdivision 1 of Section 3602 of the Public Health Law or hospice as defined in Subdivision 1 of Section 4002 of the Public Health Law, with the expectation that such insured will continue to require such services until death. Life insurance also includes additional benefits to safeguard the contract against lapse in the |
2
event of unemployment of the insured or in the event the insured is a resident of a nursing home. Amounts paid the insurer for life insurance and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to Section 4240 of the Insurance Law;
(2) | annuities, meaning all agreements to make periodical payments for a period certain or where the making or continuance of all or some of a series of such payments, or the amount of any such payment, depends upon the continuance of human life, except payments made under the authority of paragraph one hereof. Amounts paid the insurer to provide annuities and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to Section 4240 of the Insurance Law; |
(3) | accident and health insurance, meaning (i) insurance against death or personal injury by accident or by any specified kind or kinds of accident and insurance against sickness, ailment or bodily injury, including insurance providing disability benefits pursuant to article nine of the workers compensation law, except as specified in item (ii) hereof; and (ii) non-cancellable disability insurance, meaning insurance against disability resulting from sickness, ailment or bodily injury (but excluding insurance solely against accidental injury) under any contract which does not give the insurer the option to cancel or otherwise terminate the contract at or after one year from its effective date or renewal date; and |
(4) | legal services insurance meaning insurance providing legal services or reimbursement of the cost of legal services; |
as heretofore authorized by and under this Charter and paragraphs 1, 2, 3 and 29 of Section 1113(a) of the Insurance Law; together with such reinsurance business (in addition to reinsurance of the kinds of insurance business hereinabove stated) as may be permitted to the corporation by Section 1114 of said Law; together with such business in which the corporation may be authorized to engage pursuant to any amendment to paragraphs 1, 2, 3 and 29 of Section 1113(a) or Section 1114 of said Law which may be hereafter adopted; and together with any other kind or kinds of business to the extent reasonably ancillary or necessarily or properly incidental to the kinds of insurance business which the corporation is so authorized to do.
The corporation shall also have the general rights, powers and privileges now or hereafter granted by the Insurance Law or any other law to stock life insurance companies having power to do the kinds of business hereinabove referred to and any and all other rights, powers and privileges of a corporation, as the same may now or hereafter be declared by applicable law.
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ARTICLE V
CORPORATE POWERS
Section 1. The business of the corporation shall be managed under the direction of its Board, by committees thereof and by such officers and agents as the Board or such committees may empower.
Section 2. The Board shall consist of not less than seven directors (except for vacancies temporarily unfilled) nor more than thirty directors, as may be determined by the Board by resolution adopted by a majority of the authorized number of directors immediately prior to such determination. Not less than one-third of the directors shall be persons who are not officers or employees of the corporation or of any entity controlling, controlled by, or under common control with the corporation, and who are not beneficial owners of a controlling interest in the voting stock of the corporation or any such entity (Outside Directors).
Section 3. The Board shall have power to make and prescribe such By-Laws, rules and regulations for the transaction of the business of the corporation and the conduct of its affairs, not inconsistent with the laws of the State of New York and this Charter as may be deemed expedient, and to amend or repeal such By-Laws, rules and regulations, except as otherwise provided in such By-Laws.
Section 4. The Board shall have the power to declare by by-law what number of directors shall constitute a quorum for the transaction of business; provided, however, that such number shall be no less than a majority of the authorized number of directors, at least one of whom shall be an Outside Director.
Section 5. The Board shall elect or appoint a Chairman, a Chief Executive Officer, a President, one or more Vice-Presidents, a Chief Financial Officer, a Secretary, a Treasurer, a Controller and a General Counsel and such other officers as it may deem appropriate, except that officers of the rank of Vice-President and below may be elected or appointed by the Compensation Committee of the Board. Officers shall have such powers and perform such duties as may be authorized by the By-Laws or by or pursuant to authorization of the Board or the Chief Executive Officer.
ARTICLE VI
ELECTION OF DIRECTORS AND OFFICERS
Section 1. The directors of the corporation shall be elected by the shareholders as prescribed by law and the By-Laws of the corporation. The shareholders of the corporation shall have the power to elect or appoint such officers as they may deem appropriate, but may not elect or appoint any Chief Executive Officer, Chairman, President, Chief Financial Officer, Secretary, Treasurer, Controller, General Counsel, officer of the rank of Executive Vice President or higher, or any officer who is deemed to be a principal officer of the corporation under Section 1202(b) of the New York Insurance Law. The officers of the corporation shall otherwise be elected or appointed as provided in the By-Laws of the corporation. Each director shall be at least 18 years old, at all times a majority of the directors shall be citizens and residents of the United States and not less than one shall be a resident of the State of New York.
Section 2. Vacancies in the Board, including vacancies resulting from any increase in the authorized number of directors or the removal of any director, except a removal of a director without cause, shall be filled by a vote of the Board until the next annual meeting of shareholders of the corporation, except that if the number of directors then in office is less than a quorum, such vacancies may be filled by a vote of a majority of directors then in office.
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ARTICLE VII
LIABILITY OF DIRECTORS
No director shall be personally liable to the corporation or any of its shareholders or any of its policyholders for damages for any breach of duty as a director; provided, however, that the foregoing provision shall not eliminate or limit:
(i) the liability of a director if a judgment or other final adjudication adverse to the director establishes that the director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or establishes that the directors acts or omissions were in bad faith or involved intentional misconduct or were acts or omissions (a) which the director knew or reasonably should have known violated the Insurance Law or (b) which violated a specific standard of care imposed on directors directly, and not by reference, by a provision of the Insurance Law (or any regulations promulgated thereunder), or (c) which constituted a knowing violation of any other law; or
(ii) the liability of a director for any act or omission prior to April 26, 1990.
ARTICLE VIII
STOCK
The amount of authorized capital of the corporation shall be $10,000,000 and shall consist of 1,000,000,000 authorized shares of Common Stock, par value $.01 per share. No additional shares that the corporation has authority to issue shall be issued without the prior written consent of the Superintendent of Financial Services of the State of New York (or any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the corporations insurance business under applicable law).
5
ARTICLE IX
DURATION
The duration of the corporation shall be perpetual.
IN WITNESS WHEREOF, Metropolitan Life Insurance Company, by authority of its Board of Directors, has caused this Amended and Restated Charter to be signed by its Chairman of the Board, President and Chief Executive Officer and its corporate seal to be affixed hereto attested by its Senior Vice President and Secretary on May 9, 2016.
METROPOLITAN LIFE INSURANCE COMPANY |
By: | /s/ Steven A. Kandarian | |
Steven A. Kandarian | ||
Chairman of the Board, President and Chief | ||
Executive Officer |
ATTEST
/s/ Timothy J. Ring |
Timothy J. Ring |
Senior Vice President and Secretary |
ACKNOWLEDGEMENT
STATE OF NEW YORK ):
COUNTY OF NEW YORK ):
BEFORE ME, the undersigned, a Notary Public, on this day personally appeared Steven A. Kandarian, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of Metropolitan Life Insurance Company, a New York life insurance company, and that he has executed the same as the act of said corporation in the capacities therein stated by authority of its board of directors.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9th day of May, 2016.
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AMENDMENT TO PARTICIPATION AGREEMENTS
METROPOLITAN LIFE INSURANCE COMPANY (MetLife) on behalf of itself and certain of its separate accounts (the Accounts); AMERICAN FUNDS INSURANCE SERIES (the Series); AND CAPITAL RESEARCH AND MANAGEMENT COMPANY (CRMC) entered into participation agreements dated April 30, 2001 and May 16, 1989, as amended, (the Agreements). This Amendment (the Amendment) to the Agreements is entered into as of June 7, 2021, by and among MetLife on its own behalf and on behalf of each Account of MetLife as set forth in the Agreements, the Series and CRMC (the Parties). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreements.
RECITALS
WHEREAS, pursuant to the Agreements, the Accounts invest in shares of certain of the series (Funds) that constitute separate portfolios of the Series and that serve as funding vehicles for the Accounts offered under variable annuity and/or life insurance contracts issued by MetLife (the Contracts) to persons that are registered owners of such Contracts on the books and records of MetLife (the Contract Owners); and
WHEREAS, the Series maintains on its books and records one or more account(s) that hold and record ownership of shares of the Series; 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 (Rule 30e-1) Act requires each Fund of the Series to deliver copies of its shareholder reports to the Accounts as the record owners of shares of such Funds; and
WHEREAS, Rule 30e-2 under the 1940 Act (Rule 30e-2) requires the Accounts to deliver such Series shareholder reports to Contract Owners, and
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
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 for on-line delivery;
WHEREAS, paragraph (j) of Rule 498A requires, that some of the Fund Documents (defined below) be posted and maintained on a website specified on the cover page of the Summary Prospectus for the Variable Insurance Products, and MetLife intends to host said website; 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 (Rule 30e-3) and Rule 498A, as amended from time to time (the Rules), to permit (i) the Series to no longer deliver copies of Series shareholder reports to the Accounts as would otherwise be required by Rule 30e-1, and (ii) the Accounts to deliver Series shareholder reports to Contract Owners using the notice and access provisions of Rule 30e-3 including the website hosting of certain Series materials required by Rule 30e-3 rather than the delivery
Page 1 of 8
methods that would otherwise be required by Rule 30e-2; and (iii) to permit the Parties to meet any Fund Statutory Prospectus delivery to Contract Owner requirements under Section 5(b)(2) of the 1933 Act by using the provisions of Rule 498A including website hosting of certain Fund Documents (defined below) required by Rule 498A rather than the delivery methods that would otherwise be required by Section 5(b)(2); and
WHEREAS, MetLife cannot host such website in compliance with Rule 30e-3 and Rule 498A unless the Series prepares and provides certain Series documents and materials that are specified in the Rules;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Parties hereby agree to amend the Agreements by supplementing it as follows:
1. | Provision of Fund Documents Maintaining Website and Website Posting |
a. | Fund Documents. The Series and/or CRMC are responsible for preparing and providing the following Fund Documents as specified in paragraph (b)(1) of Rule 30e-3 and Paragraph (j)(1)(iii) of Rule 498A: (i) Summary Prospectus for the Funds; (ii) Statutory Prospectus for the Funds ; (iii) Statement of Additional Information (SAI) for the Funds; (iv) Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-1 under the 1940 Act) for the Funds (together, the Shareholder Reports) (referred to in Rule 30e-3 as the Current and Prior Report to Shareholders); (v) Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and (vi) Portfolio Holdings For Most Recent First and Third Fiscal Quarters (together with the complete portfolio holdings specified in (v) above, the Portfolio Holdings). |
b. | Deadline for Providing and Keeping Current Fund Documents. |
(i) | The Series and/or CRMC shall provide the Summary Prospectus, Statutory Prospects and SAI for the Funds to MetLife or its designee on a timely and continuous basis to facilitate the required website posting and provide updated versions as necessary, in order to facilitate a continuous offering of the Series securities and the Contracts. |
(ii) | The Series and/or CRMC shall provide the Shareholder Reports and Portfolio Holdings on a timely basis but no later than five (5) days before the date each time that these materials are required to be posted by Rule 30e-3. |
c. | Format of Fund Documents. The Series and/or CRMC shall provide the Fund Documents to MetLife or its designee in an electronic format that is suitable for website posting that: |
(i) | are both human-readable and capable of being printed on paper in human-readable format (in accordance with paragraph (b)(3) of Rule 30e-3 and paragraph (h)(2)(i) of Rule 498A); and |
(ii) | permit persons accessing the Statutory Prospectus and SAI to move directly back and forth between each section heading in a table of |
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contents of such document and the section of the document referenced in that section heading (that is, these documents must include linking, in accordance with paragraph (h)(2)(ii) of Rule 498A); and |
(iii) | permit persons accessing the Fund Documents to permanently retain, free of charge, an electronic version of such materials that meet the requirements of subparagraphs (h)(2)(i) and (ii) of Rule 498A (in accordance with paragraph (h)(3) of Rule 498A). |
(d). Website Hosting. MetLife shall host and maintain the website specified in paragraph (j)(1)(iii) of Rule 498A, so that the Fund Documents are publicly accessible, free of charge, at that website, in accordance with the conditions set forth in that paragraph, provided that the Series and/or CRMC fulfill their obligations under this Amendment (Specified Website). The Specified Website shall be publicly available, is as identified in Schedule A hereto and may be changed by MetLife from time to time in its sole discretion with reasonable advance notice to the Series.
(e). Fund Documents Website. CRMC shall, at its sole cost and expense, host and maintain a website (the Fund Documents Website), on which it will make available to MetLife, free of charge, the Fund Documents in accordance with the terms hereof. For the avoidance of doubt, the hosting and maintenance by CRMC of the Fund Documents Website, including the timely posting in accordance with the time frames specified in Section 1(a) and (b) above of Fund Documents to the Fund Documents Website for access by MetLife, shall constitute full and complete compliance by the Series and CRMC of their respective obligations under Section 1 (a) and (b) of this Amendment.
2. | Use of Summary Prospectuses. |
(i) MetLife shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A.
(ii) The Series and CRMC shall ensure that a summary prospectus is used for the Funds, in accordance with paragraph (j)(1)(ii) of Rule 498A.
3. | Website Hosting and Notice Fee. |
(a) | The Series and/or CRMC shall bear the reasonable costs of managing, formatting, hosting and maintaining the Fund Documents on the Specified Website hosted by MetLife. The Series and/or CRMC shall also bear the cost of managing, formatting, hosting and distributing the Fund Documents for electronic delivery. |
(b) | The Series and/or CRMC shall bear the costs of preparing and mailing the Notices of the availability of the Series Shareholder Reports to Contract Owners (the Notices required by paragraph (c) of Rule 30e-3). |
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(c) | In order for MetLife to ensure that the Fund Documents are kept current and posted for the duration or period required by Rule 30e-3 and paragraph (h) of Rule 498A, the Series shall promptly provide to MetLife any amendments to the Fund Documents; |
(d) | MetLife shall make reasonable efforts to comply with the safe harbor provisions, terms and conditions of paragraph (b)(5) of Rule 30e-3, 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) of Rule 30e-3 means MetLife on behalf of the Accounts). |
4. | Provision of Fund Documents for Paper Delivery. |
a. | The Series and/or CRMC or their designee shall, if requested by MetLife provide such electronic or other documentation (including camera ready copies of the current Fund Documents as set in type, or at the request of MetLife, a diskette in a form suitable to be sent to a financial printer), and such other assistance as is reasonably necessary to have the then current Fund Documents 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); the cost of providing the electronic documentation and of such printing to be borne by the Series and/or CRMC. |
b. | The Series and/or CRMC shall reimburse MetLife for the costs of mailing (including postage) the Series Fund Documents to Contract Owners. This reimbursement is in addition to, and not part of or in lieu of, any other fees or expenses described herein. |
5. | Paper Notice to Contract Owners. MetLife shall be responsible for providing the paper Notice to its Contract Owners in accordance with paragraphs (c) and (d) of Rule 30e-3. |
6. | Delivery of Paper Copy Upon Ad Hoc Request. MetLife shall be responsible for fulfilling ad hoc requests from Contract Owners for a paper copy of any of the Fund Documents, in accordance with paragraph (e) of Rule 30e-3 paragraphs (i)(1) and (j)(3) of Rule 498A. The cost of providing the paper copy of Fund Documents, including printing and mailing (including postage) Fund Documents, will be borne by the Series and/or CRMC. |
7. | Investor Elections to Receive Future Series Reports in Paper. MetLife shall be responsible for fulfilling Contract Owner elections to receive future Series shareholder reports in paper, in accordance with paragraph (f) of Rule 30e-3. The cost of providing the paper copy of Shareholder Reports, including printing and mailing (including postage) of Shareholder Reports, will be borne by the Series and/or CRMC. |
8. | Portfolio Expense and Performance Data. The Series shall provide such data regarding each Funds expense ratios and investment performance as MetLife shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Series shall provide the following Fund expense and performance data on a timely basis to facilitate MetLifes preparation of its annually updated registration statement |
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for the Contracts (and as otherwise reasonably requested by MetLife), but in no event later than seventy-five (75) calendar days after the close of each Funds fiscal year. |
a. | the gross Annual Portfolio Company Expenses for each Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6) ; and |
b. | the net Annual Portfolio Company Expenses (aka Total Annual Fund Operating Expenses) for each Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4, and (ii) Instruction 4 to Item 17 of Form N-4 and (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Fund (or Series); and |
c. | the Average Annual Total Returns for each Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6). |
9. | Content of Fund Documents. The Series and/or CRMC shall be responsible for the content of the Fund Documents as posted on the Specified Website, including, but not limited to, the accuracy and completeness of the Fund Documents. Without limiting the generality of the foregoing in any manner and without in any way changing the current obligations of the Series under the Agreements, the Series and/or CRMC shall be responsible for ensuring that the Fund Documents to be posted to the Specified Website: |
a. | Meet the applicable standards of the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the 1940 Act; and all rules and regulations under those Acts; and |
b. | Do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. |
10. | Construction of this Amendment; Agreements. |
a. | This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act, and Rule 498A under the 1933 Act as they may be amended from time to time, and any interpretations of the Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities. |
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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. |
a. | The Series and CRMC specifically agree to indemnify and hold harmless MetLife and its officers, directors, employees and agents (MetLife Indemnified Parties) from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable attorneys fees) arising from or in connection with any claim or action of any type whatsoever brought against any of the MetLife Indemnified Parties as a result of (i) any failure or alleged failure by the Series and/or CRMC to provide Fund Documents in a timely fashion as required by this Amendment, or (ii) any material failure or alleged material failure to fulfill any of their other duties and responsibilities under this Amendment. For the avoidance of doubt, this indemnification shall be in addition to and not in lieu of the indemnification provided for in the Agreements. The Parties hereto agree that all other provisions of the Agreements, as amended, shall apply to the terms of this Amendment as applicable. |
b. | MetLife specifically agrees to indemnify and hold harmless the Series and/or CRMC and their respective officers, directors, employees and agents (Series Indemnified Parties) from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable attorneys fees) arising from or in connection with any claim or action of any type whatsoever brought against any of the Series Indemnified Parties as a result of (i) any failure or alleged failure by MetLife to maintain the Specified Website in accordance with the requirements of Rule 30e-3 and/or Rule 498A, or (ii) any material failure or alleged material failure to fulfill any of its other duties and responsibilities under this Amendment. For the avoidance of doubt, this indemnification shall be in addition to and not in lieu of the indemnification provided for in the Agreements. The Parties hereto agree that all other provisions of the Agreements, as amended, shall apply to the terms of this Amendment as applicable. |
12. | Implementation. This Amendment is effective as of the date noted in the first paragraph of this Amendment. The Series and/or CRMC will provide all Fund Documents as specified in this Amendment beginning January 1, 2021. |
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 a copy in .pdf form shall be treated as an original and shall bind all Parties just as would the exchange of originally signed copies. |
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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 | |
Print Name: Howard Kurpit | ||
Title: Senior Vice President, Life and Annuity |
AMERICAN FUNDS INSURANCE SERIES (the Series) | ||
By: | /s/ Maria Thelma Manotok Pathria |
Print Name: | Maria Thelma Manotok Pathria |
Title: | Principal Executive Officer |
CAPITAL RESEARCH AND MANAGEMENT Company (CRMC)
By: | /s/ Maria Thelma Manotok Pathria |
Print Name: | Maria Thelma Manotok Pathria |
Title: |
Senior Vice President & Senior Counsel |
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APPENDIX A
Specified Website:
www.metlife.com/
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement File Nos. 033-32813/811-06025 on Form N-6 of our report dated March 25, 2022, relating to the financial statements comprising each of the Divisions of Metropolitan Life Separate Account UL, and our report dated March 7, 2022, relating to the financial statements of Metropolitan Life Insurance Company, both appearing in form N-VPFS of Metropolitan Life Separate Account UL for the year ended December 31, 2021. We also consent to the reference to us under the heading Independent Registered Public Accounting Firm in the Statement of Additional Information, which is part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Tampa, Florida
April 20, 2022
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