Under
the Securities Act of 1933 |
|
Post-Effective Amendment No. 37 | ☒ |
and/or | |
Under
the Investment Company Act of 1940 |
|
Amendment No. 123 | ☒ |
□ | 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. |
• | Life insurance coverage |
• | Flexible premium payments |
• | A choice among three death benefit options |
• | A method of financing certain deferred compensation plans, post-retirement benefits and payroll deduction programs |
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A-1 |
FEES AND EXPENSES | LOCATION
IN PROSPECTUS | |||
Charges for Early Withdrawal | None | — | ||
Transaction Charges | You may be charged for certain transactions, such as sales charges, underwriting charges on increases in specified face amount, charges to pay for certain taxes when you make a premium payment or transfer cash value between investment options or increase your specified face amount. | “Charges and Deductions — Sales Charge; Administrative Charge; Charge for Average Expected State and Local Taxes Attributable to Premiums; Charge for Expected Federal Taxes Attributable to Premiums; and Other Charges” | ||
Ongoing Fees and Expenses (annual charges) | In
addition to charges described above, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge, 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., the insured’s sex (if permitted by law and applicable under your Policy), age underwriting class and rate class. 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– Charges Included in the Monthly Deduction” “Charges and Deductions – Charges Included in the Monthly Deduction “ “Charges and Deductions –Portfolio Company Charges” | ||
ANNUAL FEE |
MIN. |
MAX. | ||
Investment options (Portfolio fees and charges) |
0.23% |
1.38% | ||
RISKS | LOCATION
IN PROSPECTUS | |||
Risk of Loss | You can lose money by investing in this Policy. | “Principal Risks” | ||
Not a Short-Term Investment | The Policy is designed to provide lifetime insurance protection. It 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. | “Principal Risks” | ||
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 Portfolios available under the Policy. 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 this 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 by calling 1-877-638-3932 or by visiting https://www.metlife.com/about-us/corporate-profile/ratings/. | “Principal Risks” |
RISKS | LOCATION
IN PROSPECTUS | |||
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. The minimum amount you may transfer is $50 or, if less, the total amount in an investment option. You may make transfers at any time. The maximum
amount that you may transfer or withdraw from the Fixed Account in any Policy year is the greater of $50 and 25% of the largest amount in the Fixed Account over the last four Policy years. At the present time, no charge is assessed against the cash value of a Policy when amounts are transferred among the Divisions of the Separate Account and between the Divisions and the Fixed Account. Metropolitan Life reserves 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. |
“Cash Value, Transfers and Withdrawals – Cash Value Transfers” | ||
Optional Benefits | Restrictions or limitations may apply to certain optional benefits. For example, benefits may be (i) no longer available, (ii) available only when you apply for a Policy, (iii) unavailable in certain combinations, or (iv) available only if your employer makes it available. You should check with your employer regarding the availability of riders. | “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 Policy, both in the form of commissions and continuing payments. These investment professionals may have a financial incentive to offer or recommend the Policy over another investment. | “Sales of the Policy” | ||
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. | “Sales of The Policy” |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Maximum Sales Charge (Load) (as a percentage of annual target premium paid)(1) |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
• Metflex(2) | On payment of premium | 9% | 6.5%
(for Policy Years 1 to 10 for Policies issued on or after 1/1/2009) 3% (for Policy Years 11 and later for Policies issued on or after 1/1/2009) None (for Policies issued on or after 9/1/1993 and before 1/1/2009) |
• MetFlex C(3) | On payment of premium | 9% | 6.5%
(for Policy Years 1 to 10 for Policies issued on or after 8/1/2000) 3% (for Policy Years 11 and later for Policies issued on or after 8/1/2000) |
State Tax Charge (as a percentage of each premium payment) | On payment of premium | 2.25% | 2.25% |
Federal Tax Charge (as a percentage of each premium payment) | On payment of premium | 1.2% | 1.2% |
Administrative Charge | |||
• MetFlex(4) | On payment of premium | 1.05% | 0.55%
(for Policy Years 1 to 10 for Policies issued on or after 1/1/2009) 1.05% (for Policy Years 11 and later for Policies issued on or after 1/1/2009) 1.05% (for all Policy Years for Policies issued on or after 9/1/1993 and before 1/1/2009) |
• MetFlex C(4) | On payment of premium | 1.05% | 1.05% (for all Policy Years for Policies issued on or after 5/1/1996 and before 12/31/2008). There were no new policies issued for MetFlex C after 12/31/2008. |
Transfer Fee | On transfer of cash value among Divisions or to or from the Fixed Account | $25 per transfer | Not currently charged |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Enhanced Cash Surrender Value Rider(5) | On premium payments made during the first five Policy years | 0.25% | 0.25% |
Underwriting Charge (applies only if you request an increase in your specified face amount | On face amount increase | $3 per $1,000 of increase | Not currently charged |
Interim Term Insurance Benefit | |||
Cost
of Insurance: • Minimum and Maximum Charge |
On payment of first premium if rider is elected |
$0.03 to $33.82 per $1,000 of term insurance amount |
$0.03 to $33.79 per $1,000 of term insurance amount |
• Charge for a representative insured(6) | $0.27 per $1,000 of term insurance amount | $0.15 per $1,000 of term insurance amount |
(1) | See “Charges and Deductions — Annual Target Premium” for a detailed discussion of the determination of the annual target premium. |
(2) | For MetFlex Policies issued on or after 9/1/1993 and before 1/1/2009, the maximum sales charge is 1.0% of annual target premiums paid in all Policy Years. For Metflex Policies issued on or after 1/1/2009, the maximum sales charge is 9% of annual target premium paid for Policy Years 1 to 10 and 3% of annual target premiums paid for Policy Years 11 and later. The current sales charge for premiums paid in excess of annual target premiums in all Policy Years is 0%. |
(3) | For Metflex C Policies issued on or after 8/1/2000, the maximum sales charge is 9% of annual target premiums paid for Policy Years 1 to 10, and 3% of annual target premiums paid for Policy Years 11 and later. For MetFlex C Policies issued on or after 5/1/1996 and before 8/1/2000, the current sales charge imposed in Policy Years 1 to 10 was up to 9% of the annual target premium paid. The current sales charge for premiums paid in excess of annual target premiums in all Policy Years is 0%. |
(4) | The current administrative charge for premiums paid in excess of annual targe premiums in all Policy Years is 0.05%. |
(5) | For MetFlex Policies issued with the Enhanced Cash Surrender Value Rider on or after February 1, 2004, if you request a full cash withdrawal during the first ten Policy years, we will refund (a) part of the cumulative charges we have deducted from your premium payments and (b) part of the cost of term insurance we have deducted in the current Policy year. For MetFlex C Policies issued on or after November 5, 2001 and before February 1, 2004 with the Enhanced Cash Surrender Value Rider, if you request a full cash withdrawal in the first seven Policy years, we will refund we will refund (a) part of the cumulative charges we have deducted from your premium payments and (b) part of the cost of term insurance we have deducted in the current Policy year. We will not pay this refund if the full cash withdrawal is related to an exchange pursuant to Section 1035 of the Code. This rider is subject to state approval. See “Optional Benefits — Enhanced Cash Surrender Value.” for a table showing the amounts that will be refunded under this benefit and an example of the operation of this benefit. |
(6) | A Representative Insured is a male, issue age 47, nonsmoker, Guaranteed Issue underwriting class. |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Base Contract Charge | |||
Cost of Term Insurance for coverage under base policy(1)(2) | |||
• Minimum and Maximum Charge | Monthly | $0.03 to $35.30 per $1,000 of term insurance amount | $0.03 to $33.79 per $1,000 of term insurance amount |
• Charge for a representative insured.(3) | $0.27 per $1,000 of term insurance amount | $0.15 per $1,000 of term insurance amount | |
Mortality and Expense Risk Charge 4 | |||
• MetFlex | Monthly | Effective annual rate up to 0.90% of the cash value in the Separate Account | For
Policies issued on or after 1/1/2009, effective annual rate of: • 0.40% (Policy Years 1 to 9) • 0.20% (Policy Years 10 to
20)• 0.10% (thereafter)For Policies issued before 1/1/2009, effective annual rate of:• 0.60% (Policy Years 1 to 9)• 0.20% (thereafter) |
• MetFlex C | Monthly | Effective annual rate of 0.90% of the cash value in the Separate Account | Effective
annual rate of: • 0.48% (Policy Years 1 to 9) • 0.36 (Policy Years 10 to
20• 0.30% (thereafter) |
Loan Interest Spread(5) | Annually | Annual rate of 2% of the loan amount | Annual rate of 0.25% of the loan amount |
Optional
Benefit Charges |
|||
Disability Waiver Rider(2) | |||
• Minimum and Maximum Charge | Monthly | $0.012 to $0.092 per $1,000 of insurance amount | $0.012 to $0.092 per $1,000 of insurance amount |
• Charge for a representative insured(3) | $0.053 per $1,000 of insurance amount | $0.053 per $1,000 of insurance amount | |
Yearly Renewable Term Insurance Rider(2) | |||
• Minimum and Maximum Charge | Monthly | $0.09 to $30.45 per $1,000 of term insurance amount | $0.03 to $14.34 per $1,000 of term insurance amount |
• Charge for a representative insured(3) | $0.27 per $1,000 of term insurance amount | $0.19 per $1,000 of term insurance amount | |
Accidental Death Benefit Rider(2) | |||
• Minimum and Maximum Charge | Monthly | $0.07 to $0.116 per $1,000 of accidental death benefit amount | $0.07 to $0.116 per $1,000 of accidental death benefit amount |
• Charge for a representative insured(3) | $0.078 per $1,000 of accidental death benefit amount | $0.078 per $1,000 of accidental death benefit amount | |
Term Insurance Rider(2) |
• Minimum and Maximum Charge | Monthly | $0.03 to $33.82 per $1,000 of term insurance amount | $0.02 to $25.34 per $1,000 of term insurance amount |
• Charge for a representative insured(3) | $0.27 per $1,000 of term insurance amount | $0.11 per $1,000 of term insurance amount |
(1) | The cost of term insurance charge varies based on anticipated variations in our costs or risks associated with the group or individuals in the group that the charge was intended to cover. See “Charges and Deductions — Cost of Term Insurance” for a more detailed discussion of factors affecting this charge. For Policies issued before January 1, 2009, the maximum cost of insurance charge ranges from $0.09 to $30.45 per $1,000 of term insurance amount. For Policies issued from January 1, 2009 through December 31, 2019, the maximum cost of insurance charge ranges from $0.04 to $35.30 per $1,000 of term insurance amount. For MetFlex C Policies issued before January 1, 2009, the current charge for cost of insurance for coverage under the term benefit ranges from $0.03 to $14.34 per $1,000 of the term insurance amount. The maximum charge for cost of insurance for coverage under both the base Policy and the term benefit ranges from $0.09 to $30.45 per $1,000 of term insurance amount. |
(2) | This charge varies based on individual characteristics of the insured or of individuals in the group that the charge was intended to cover, and may not be representative of the charge that you will pay. You can obtain more information about the charges that would apply by contacting your insurance sales representative. Your Policy will indicate the charges applicable to your Policy. If you would like, we will provide you with an illustration of the impact of these and other charges under the Policy, based on various assumptions. |
(3) | A Representative Insured is a male, issue age 47, nonsmoker, Guaranteed Issue underwriting class. |
(4) | We are waiving the following amounts of the Mortality and Expense Risk Charge: 0.08% for the Division investing in the Brighthouse/Wellington Large Cap Research Portfolio; and an amount equal to the underlying portfolio expenses that are in excess of 0.91% for the Division investing in the Brighthouse/Wellington Core Equity Opportunities Portfolio (Class A), in excess of 1.34% for the Division investing in the Brighthouse/Artisan Mid Cap Value Portfolio (Class B), in excess of 1.15% for the Division investing in the Brighthouse Small Cap Value Portfolio (Class B), and in excess of 0.62% for the Division investing in the Invesco Global Equity Portfolio (Class A). |
(5) | We charge interest on Policy loans but credit you with interest on the amount of the cash value we hold as collateral for the loan. The loan interest spread is the excess of the interest rate we charge over the interest rate we credit. |
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.) | 0.23% | 1.38% |
• | The allocation of net premiums to the Separate Account; |
• | Dividends and distributions on Fund shares, which are reinvested as of the dates paid (which reduces the value of each share of the Fund and increases the number of Fund shares outstanding, but has no effect on the cash value in the Separate Account); |
• | Policy loans and loan repayments allocated to the Separate Account; |
• | Transfers to and among Divisions; |
• | Withdrawals and surrenders taken from the Separate Account. |
• | The first premium may not be less than the planned premium unless agreed to by us. |
• | After the first Policy year, your voluntary planned periodic payments must be at least $100, whether on an annual or semiannual basis. |
• | Unscheduled premium payments must be at least $100 each. We may change this minimum amount on 90 days notice to you. |
• | You may not pay premiums that exceed tax law premium limitations for life insurance policies. We will return any amounts that exceed these limits, except that we will keep any amounts that are required to keep the Policy from terminating. We will let you make premium payments that would turn your Policy into a modified endowment contract, but we will tell you of this status in your annual statement, and if possible, we will tell you how to reverse the status. |
• | We reserve the right not to sell a Policy to any group or individual associated with such group if the total amount of annual premium that is expected to be paid in connection with all Policies sold to the group or individuals associated with such group is less than $250,000. |
• | We may require evidence of insurability for premium payments that cause the minimum death benefit to exceed the death benefit then in effect under the death benefit option chosen. |
• | The death benefit under the death benefit option or minimum death benefit that is in effect on the date of death; plus |
• | Any additional insurance proceeds provided by rider; minus |
• | Any unpaid Policy loans and accrued interest thereon, and any due and unpaid charges accruing during a grace period. |
• | Option A: The death benefit is a level amount and equals the specified face amount of the Policy. For example, assuming no outstanding indebtedness, if on the date of death, the Face Amount is $500,000, then the Death Benefit would be $500,0000. |
• | Option B: The death benefit varies and equals the specified face amount of the Policy plus the cash value on the date of death. For example, assuming no indebtedness, if on the date of death the Face Amount is $500,000 and Cash Value is $30,000, then the Death Benefit would be $530,000. |
• | Option C: The death benefit varies and equals the specified face amount of the Policy plus the amount by which the Policy premiums paid exceed withdrawals made. For example, assuming no indebtedness, if on the date of death, the Face Amount is $500,000 and the Premium Paid is $50,000 and the Withdrawal Taken is $10,000, the death benefit would be $540,000 ($500,000 + $50,000 - $10,000). |
• | Your cash surrender value after the change would be enough to pay at least two monthly deductions. |
• | The specified face amount continues to be no less than the minimum we allow after a decrease. |
• | The total premiums you have paid do not exceed the then current maximum premium limitations permitted under IRS rules. |
• | You provide evidence satisfactory to us of the insured’s insurability, as we may require. |
• | If the term insurance portion of your death benefit changes, as it may with a change from Option A to B or C and vice versa, the term insurance charge will also change. This will affect your cash value and, in some cases, the death benefit levels. |
• | If your specified face amount changes because of the change in death benefit option, consider also the issues presented by changing your specified face amount that are described under “Specified Face Amount,” below. These issues include the possibility that your Policy would become a modified endowment contract; that you would receive a taxable distribution; and that the maximum premium amounts that you can pay would change. |
I. | Cash Value Accumulation Test; or |
II. | For Policies issued prior to January 1, 2020 only, the Guideline Premium/Cash Value Corridor Test. |
• | The Cash Value Accumulation Test may allow you to pay a greater amount in premiums for the same amount of death benefit under federal income tax laws and still qualify as life insurance. This is the case because the Policy will qualify as life insurance even though the Policy Owner is paying a higher level of premium than allowed under the Guideline Premium/Cash Value Accumulation Test. However, the death benefit under the Cash Value Accumulation Test (and thus the monthly cost of term insurance) could be higher. You should ask for an illustration comparing results under both tests. We reserve the right to return any premium to the extent it would cause the death benefit to increase above certain limits. |
• | Increases in death benefits by operation of the Cash Value Accumulation Test will result in a higher monthly cost of term insurance. Such increases can also occur under the Guideline Premium/Cash Value Corridor Test, although this is less likely. |
• | Any advantage of the Cash Value Accumulation Test may be eliminated if premium payments exceed the 7-pay test limit. The 7-pay test sets a limit on the amount of premiums which may be paid under a Policy during the 7-pay testing period (usually the first 7 Policy years after issue or after a material modification of the Policy) without incurring possible adverse tax consequences. If premiums paid exceed such limit during any 7-pay testing period, any partial withdrawals, Policy loan and other distributions may be subject to adverse federal income tax consequences. (See “Federal Tax Matters — Modified Endowment Contracts” below.) |
• | The term insurance portion of your death benefit will change and so will the term insurance charge. This will affect the insurance charges, cash value and, in some cases, death benefit levels. |
• | Reducing your specified face amount may result in our returning an amount to you which, if it occurs during the first 15 Policy years, could then be taxed on an income first basis. |
• | The amount of additional premiums that the tax laws permit you to pay into your Policy may increase or decrease. The additional amount you can pay without causing your Policy to be a modified endowment contract for tax purposes may also increase or decrease. (See “Federal Tax Matters — Modified Endowment Contracts.”) |
• | In some circumstances, the Policy could become a modified endowment contract. |
• | For Policies issued on or after May 1, 1996 in connection with other than certain employer sponsored plans that became effective prior to August 1, 2000, the sales charge and the administration charge may change. This is because an increase or decrease in the specified face amount will result in an increase or decrease in the annual target premium on which these charges are based. |
• | The Fixed Account cash value; plus |
• | The Policy Loan Account cash value; plus |
• | The Separate Account cash value. |
• | The cash value in the Division at the beginning of the Valuation Period; plus |
• | All net premiums, loan repayments and cash value transfers into the Division during the Valuation Period; minus |
• | All partial cash withdrawals, loans and cash value transfers out of the Division during the Valuation Period; minus |
• | The portion of any charges and deductions allocated to the cash value in the Division during the Valuation Period; plus |
• | The net investment return for the Valuation Period on the amount of cash value in the Division at the beginning of the Valuation Period. The net investment return currently equals the rate of increase or decrease in the net asset value per share of the underlying Portfolio over the Valuation Period, adjusted upward to take appropriate account of any dividends and other distributions paid by the Portfolio during the period. |
• | AB VPS Sustainable Global Thematic Portfolio |
• | American Funds American High-Income Trust |
• | American Funds Growth Fund |
• | American Funds International Fund |
• | American Funds U.S. Government Securities Fund |
• | Baillie Gifford International Stock Portfolio |
• | Brighthouse Small Cap Value Portfolio |
• | Brighthouse/abrdn Emerging Markets Equity Portfolio |
• | CBRE Global Real Estate Portfolio |
• | Emerging Markets Debt Portfolio |
• | Emerging Markets Equity Portfolio |
• | Franklin Mutual Global Discovery VIP Fund |
• | Goldman Sachs Small Cap Equity Insights Fund |
• | Harris Oakmark International Portfolio |
• | High Income Portfolio |
• | Invesco Global Equity Portfolio |
• | Invesco Small Cap Growth Portfolio |
• | Invesco V.I. EQV International Equity Fund |
• | JPMorgan Small Cap Value Portfolio |
• | Loomis Sayles Small Cap Core Portfolio |
• | MetLife MSCI EAFE® Index Portfolio |
• | MetLife Russell 2000® Index Portfolio |
• | MFS® Global Equity Series |
• | MFS® High Yield Portfolio |
• | MFS® New Discovery Series |
• | MFS® Research International Portfolio |
• | Neuberger Berman Genesis Portfolio |
• | Putnam VT International Value Fund |
• | Royce Micro-Cap Portfolio |
• | Royce Small-Cap Portfolio |
• | T. Rowe Price Small Cap Growth Portfolio |
• | Templeton Foreign VIP Fund |
• | Templeton Global Bond VIP Fund |
• | Western Asset Management Strategic Bond Opportunities Portfolio |
• | We must have received your authorization in writing satisfactory to us, to act on instructions from any person that claims to be you or your sales representative, as applicable, as long as that person follows our procedures; |
• | We will institute reasonable procedures to confirm that instructions we receive are genuine. Our procedures will include receiving from the caller your personalized data. Any telephone instructions that we reasonably believe to be genuine are your responsibility, including losses arising from such instructions. Because telephone transactions may be available to anyone who provides certain information about you and your Policy, you should protect that information. We may not be able to verify that you are the person providing telephone instructions, or that you have authorized any such person to act for you; |
• | All telephone calls will be recorded; |
• | You will receive a written confirmation of any transaction; |
• | Neither the Separate Account nor we will be liable for any loss, expense or cost arising out of a telephone request if we reasonably believed the request to be genuine. |
• | the withdrawal would not result in the cash surrender value being less than sufficient to pay 2 monthly deductions; |
• | the withdrawal is at least $250; |
• | the withdrawal would not result in total premiums paid exceeding any then current maximum premium limitation determined by Code rules; and |
• | the withdrawal would not result in your specified face amount falling below the minimum allowable amount after a decrease, as described under “Insurance Proceeds — Specified Face Amount — Changing Your Specified Face Amount,” above. |
• | Amounts received may be taxable as income and, if your Policy is a modified endowment contract, subject to certain tax penalties (See “Federal Tax Matters — Modified Endowment Contracts”); |
• | Your Policy could become a modified endowment contract; |
• | For partial withdrawals, your death benefit will decrease, generally by the amount of the withdrawal; |
• | For partial withdrawals, your specified face amount may also decrease. For Option A Policies, your specified face amount will decrease by the amount of the withdrawal. For Option B Policies, a withdrawal will not decrease the specified face amount. For Option C Policies, your specified face amount will decrease by the amount, if any, by which cumulative withdrawals exceed cumulative premiums paid. |
• | At least $250. |
• | No more than the greater of the cash surrender value less two monthly deductions and 75% of the cash surrender value (unless state law requires a different percentage to be applied, as set forth in your Policy) when added to all other outstanding Policy loans. |
• | Remove an amount equal to the loan from your cash value in the Fixed Account and each Division of the Separate Account in the same proportion as the Policy’s cash value in each such option bears to the total cash value of the Policy in the Fixed Account and the Divisions. |
• | Transfer such cash value to the Policy loan account, where it will be credited with interest at a rate equal to the loan rate charged less a percentage charge, based on expenses associated with Policy loans, determined by us. This percentage charge is referred to as the Loan Interest Spread, described in further detail below, and will not exceed 2%, and the minimum rate we will credit to the Policy Loan Account will be 1% per year (2.5% for Policies issued from February 24, 2012 through December 31, 2019 and 4% for Policies issued prior to February 24, 2012). At least once a year, we will transfer any interest earned in your Policy loan account to the Fixed Account and the Divisions, according to the way that we then allocate your net premiums. |
• | Charge you interest, which will accrue daily. We will tell you the initial interest rate that applies to your loan and mail you advance notices of any increases applicable to existing loans. The interest rate charged for a Policy year will never be more than the maximum allowed by law and will generally be the greater of: |
• | The published monthly average for the calendar month ending two months before the start of such year; and |
• | The guaranteed rate used to credit interest to the cash value allocated to the Fixed Account for the Policy, plus no more than 1%. |
• | Interest payments on loans are generally not deductible for tax purposes; |
• | Under certain situations, Policy loans could be considered taxable distributions; |
• | Amounts held in your Policy loan account do not participate in the investment experience of the Divisions or receive the interest rate credited to the Fixed Account, either of which may be higher than the interest rate credited on the amount you borrow; |
• | If you surrender your Policy or if we terminate your Policy, or at the Final Date, any outstanding loan amounts (plus accrued interest) will be taxed as a distribution (see “Federal Tax Matters — Loans” below); |
• | A Policy loan increases the chances of our terminating your Policy due to insufficient cash value. We will terminate your Policy with no value if: (a) on a monthly anniversary your loans (plus accrued interest) exceed your cash value minus the monthly deduction; and (b) we tell you of the insufficiency and you do not make a sufficient payment within 61 days of the monthly anniversary; |
• | Your Policy’s death proceeds will be reduced by any unpaid loan (plus any accrued and unpaid loan interest). |
NAME
OF BENEFIT* |
PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
Interim Term Insurance Benefit Rider | This rider provides a term insurance benefit if any insured person dies on or after the date of the rider and before the date of the policy. This rider will not advance the time of payment of any dividend or any endowment | Optional | Available only at the time you apply for the Policy. |
NAME
OF BENEFIT* |
PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
date under the policy. | |||
Term Insurance Rider | This rider provides term insurance on the life of the insured, payable to the beneficiary if the insured dies prior to the end of the coverage period. | Optional | Available only at the time you apply for the Policy. |
Enhanced Cash Surrender Value | The Enhanced Cash Surrender Value Rider will refund a portion of charges upon full surrender of the policy within the stated period. | Optional | Available
only at the time you apply for the Policy. Not available when Refund of Sales Charge Rider is added to the policy. Available only with pre-approval. |
Acceleration of Death Benefit Rider | This rider provides for early payment of a portion of the face amount of insurance upon proof of terminal illness of the insured resulting in a life expectancy of 12 months or less. | Optional | Benefit
is provided to you only if elected by your employer. Available to purchase throughout the life of the policy. |
Accidental Death Benefit Rider | This rider provides additional death benefit coverage for an amount selected at issue upon proof of death of the insured if such death was caused by an accident. | Optional | No longer sold on new Policies. Only available at issue ages 20-65 and is payable through age 70. |
Business Exchange Rider | The Policyholder has the right to exchange insurance on the life of an Insured who is age 65 or less for insurance on the life of another. | Optional | Only
available if purchased for all of the executives in the plan at inception. Request for the exchange must be in writing. |
Refund of Sales Charge Rider | If a Policy is surrendered during the first five policy years, we will refund to the Policy Owner any sales charge deducted within 365 days preceding the policy surrender. | Optional | Available
only at the time you apply for the Policy. Not available in NJ prior to January 24, 2020. Not available when Enhanced Cash Value Rider is added to the policy. |
Yearly Renewable Term | An additional Death Benefit | Optional | No longer sold on new |
NAME
OF BENEFIT* |
PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
Insurance Rider | that can be purchased at time of sale. | Policies.
Available only at the time you apply for the Policy. | |
Disability Waiver Benefit Rider | This rider provides that if the insured becomes totally disabled for a continuous period of at least 6 months. We will waive the monthly deductions. | Optional | No
longer sold on new Policies. Available only at the time you apply for the Policy. An increase in specified face amount may not be covered by this rider. |
Interest Income | The amount applied to this income option will earn interest which will be paid monthly. | Standard | Withdrawals of at least $500 each may be made at any time by written request. |
Installment Income for a Stated Period | Payments under this income option will be made in monthly installment payments over a chosen period. | Standard | The period chosen can be from 1 to 30 years. |
Installment Income of a Stated Amount | Payment under this income option will be made in monthly installment payments of a chosen amount until the chosen amount applied with interest is paid. | Standard | |
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. | Standard | 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. | Standard | If the payee dies before the total amount applied under this plan has been paid, the remainder will be paid in one sum as a death benefit. |
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. |
Standard | A total payment period of 10 years is guaranteed. |
* | The availability of certain benefits may vary by employer. You should ask your employer which optional benefits are available. |
• | That the addition of certain riders can restrict your ability to exercise certain rights under the Policy; |
• | That the amount of benefits provided under the rider is not based on investment performance of a Separate Account; but, if the Policy terminates because of poor investment performance or any other reason, the rider generally will also terminate; |
• | That there are tax consequences. You should consult with your tax adviser before purchasing one of the riders. |
Policy
Year of Full Cash Withdrawal |
Portion
of Cumulative Premium Charges to be Refunded* |
Portion
of Cost of Term Insurance Charges Deducted during Policy Year of Full Cash Withdrawal to be Refunded |
1 | 100% | 95% |
2 | 95% | 85% |
3 | 90% | 75% |
4 | 85% | 65% |
5 | 80% | 55% |
6 | 75% | 45% |
7 | 70% | 35% |
8 | 65% | 25% |
9 | 60% | 15% |
10 | 55% | 5% |
11 and later | None | None |
* | The percent shown is applied to the cumulative sales, tax, and administrative charges deducted from your premium. |
Policy
Year of Full Cash Withdrawal |
Portion
of Cumulative Premium Charges to be Refunded* |
Portion
of Cost of Term Insurance Charges Deducted during Policy Year of Full Cash Withdrawal to be Refunded |
1 | 100% | 75% |
2 | 90% | 50% |
3 | 75% | 25% |
4 | 60% | None |
5 | 45% | None |
6 | 30% | None |
7 | 15% | None |
8 and later | None | None |
* | The percent shown is applied to the cumulative sales, tax, and administrative charges deducted from your premium. |
• | The tax consequences associated with the Policy proceeds, which can vary considerably, depending on whether a plan is chosen. You or your beneficiary should consult with a qualified tax adviser about tax consequences. |
• | That your Policy will terminate at the time you commence an income plan and you will receive a new contract, which describes the terms of the income plan. You should carefully review the terms of the new contract, because it contains important information about the terms and conditions of the income plan. |
• | That the rates of return we credit under these plans are not based on the investment performance of any of the Portfolios. |
• | the death benefit, cash, and loan benefits under the Policy; |
• | investment options, including premium allocations; |
• | administration of elective options; and |
• | the distribution of reports to Policy Owners. |
• | costs associated with processing and underwriting applications, and with issuing and administering the Policy (including any riders); |
• | overhead and other expenses for providing services and benefits; |
• | sales and marketing expenses; and |
• | other costs of doing business, such as collecting premiums, maintaining records, processing claims, effecting transactions, and paying federal, state, and local premium and other taxes and fees. |
• | that the cost of term insurance charges we may deduct are insufficient to meet our actual claims because the insureds die sooner than we estimate; and |
• | that the charges of providing the services and benefits under the Policy exceed the charges we deduct. |
• | Cost of Term Insurance on the base policy. This charge varies monthly based on many factors. Each month, we determine the charge by multiplying your cost of insurance rates by the term insurance amount. This is the amount that we are at risk if the insured dies. |
• | Mortality and Expense Risk Charge. We make this monthly charge primarily to compensate us for mortality risks that insureds may live for a shorter period than we expect; and expense risks that our issuing and |
administrative expenses may be higher than we expect. This monthly charge is allocated proportionately to the cash value in each Division of the Separate Account. The maximum rate we may charge is equivalent to an effective annual rate of .90% of the cash value in the Separate Account. |
• | The nature of the group and its organizational framework; |
• | The method by which sales will be made to the individuals associated with the group; |
• | The facility by which premiums will be paid; |
• | The group’s capabilities with respect to administrative tasks; |
• | Our anticipated persistency of the Policy; |
• | The size of the group and the number or years it has been in existence; |
• | The aggregate amount of premiums we expect to be paid on the Policy owned by the group or by individuals associated with the group. |
• | The cash surrender value is less than the monthly deduction; and |
• | We do not receive a sufficient premium payment within the 61-day grace period to cover the monthly deduction. We will mail you notice if any grace period starts. |
• | A written application for reinstatement (the date we approve the application will be the effective date of the reinstatement). |
• | Evidence of insurability that we find satisfactory. |
• | An additional premium amount that the Policy prescribes for this purpose. |
• | Insurance proceeds are generally excludable from your beneficiary’s gross income to the extent provided in Section 101 of the Internal Revenue Code (“Code”). |
• | In the case of employer-owned life insurance as defined in Section 101(j) of the Code, the amount of the death benefit excludable from gross income is limited to premiums paid unless the Policy falls within certain specified exceptions and a notice and consent requirement is satisfied before the Policy is issued. Certain specified exceptions are based on the status of an employee as highly compensated, a director, or recently employed. There are also exceptions for Policy proceeds paid to an employee’s heirs. These exceptions only apply if proper notice is given to the insured employee and consent is received from the insured employee before the issuance of the Policy. These rules apply to Policies issued August 18, 2006 and later and also apply to Policies issued before August 18, 2006 after a material increase in the death benefit or other material change. An IRS reporting requirement applies to employer-owned life insurance subject to these rules. Because these rules are complex and will affect the tax treatment of death benefits, it is advisable to consult tax counsel. The death benefit will also be taxable in the case of a transfer-for-value unless certain exceptions apply. |
• | The death proceeds may be subject to federal estate tax: (i) if paid to the insured’s estate or (ii) if paid to a different beneficiary if the insured possessed incidents of ownership at or within three years before death. |
• | If you die before the insured, the value of your Policy (determined under IRS rules) is included in your estate and may be subject to federal estate tax. |
• | Whether or not any federal estate tax is due is based on a number of factors including the estate size. Please consult your tax adviser for the applicable estate tax rates. |
• | The insurance proceeds payable upon death of the insured will never be less than the minimum amount required for the Policy to be treated as life insurance under Section 7702 of the Code, as in effect on the date the Policy was issued. The rules with respect to Policies issued on a substandard risk basis are not entirely clear. |
• | You are generally not taxed on your cash value until you withdraw it or surrender your Policy or receive a |
distribution (such as when your Policy terminates on the Final Date). In these cases, you are generally permitted to take withdrawals and receive other distributions up to the amount of premiums paid without any tax consequences. However, withdrawals and other distributions will be treated as gain subject to ordinary income tax after you have received amounts equal to the total premiums you paid. Somewhat different rules may apply if there is a death benefit reduction in the first 15 Policy years. Distributions during the first 15 Policy years accompanied by a reduction in Policy benefits, including distributions which must be made in order to enable the Policy to continue to qualify as a life insurance contract for federal income tax purposes, are subject to different tax rules and may be treated in whole or in part as taxable income. |
• | Loan amounts you receive will generally not be subject to income tax, unless your Policy is or becomes a modified endowment contract, is exchanged or terminates. |
• | Interest on loans is generally not deductible. For businesses that own a Policy, at least part of the interest deduction unrelated to the Policy may be disallowed unless the insured is a 20% owner, officer, director or employee of the business. |
• | If your Policy terminates (upon surrender, cancellation, lapse, the Final Date or, in most cases, exchanges) while any Policy loan is outstanding, the amount of the loan plus accrued interest thereon will be deemed to be a “distribution” to you. Any such distribution will have the same tax consequences as any other Policy distribution. Thus, there will generally be federal income tax payable on the amount by which withdrawals and loans exceed your remaining basis in the Policy. In the case of an exchange, any outstanding Policy loan will generally be taxed to the extent of any Policy gain. Please be advised that amounts borrowed and withdrawn reduce the Policy’s cash value and any remaining Policy cash value may be insufficient to pay the income tax on your gains. |
• | The death benefit will still generally be income tax free to your beneficiary, to the extent discussed above. |
• | Amounts withdrawn or distributed before the insured’s death, including (without limitation) loans taken from or secured by the Policy, assignments and pledges, are (to the extent of any gain in your Policy) treated as income first and subject to income tax. All modified endowment contracts you purchase from us and our affiliates during the same calendar year are treated as a single contract for purposes of determining the amount of any such income. |
• | An additional 10% income tax generally applies to the taxable portion of the amounts you receive before age 59 1⁄2 except if you are disabled or if the distribution is part of a series of substantially equal periodic payments |
for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your beneficiary. The foregoing exceptions to the 10% additional tax generally do not apply to a Policy Owner that is a non-natural person, such as a corporation. | |
• | If a Policy becomes a modified endowment contract, distributions that occur during the Policy year will be taxed as distributions from a modified endowment contract. In addition, distributions from a Policy within two years before it becomes a modified endowment contract will be taxed in this manner. This means that a distribution made from a Policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract. |
• | Possible taxation of cash value transfers between investment options; |
• | Possible taxation as if you were the owner of your allocable portion of the Separate Account’s assets; |
• | Possible changes in the tax treatment of Policy benefits and rights. |
• | Operating the Separate Account in any other form that is permitted by applicable law; |
• | Changes to obtain or continue exemptions from the 1940 Act; |
• | Transferring assets among Divisions or to other separate accounts, or our general account or combining or removing Divisions from the Separate Account; |
• | Substituting units in a Division for units of another Division of a Fund or another fund or investment permitted by law; |
• | Changing the way we assess charges without exceeding the aggregate amount of the Policy’s guaranteed maximum charges; |
• | Making any necessary technical changes to the Policy to conform it to the changes we have made. |
• | 10 days after you receive the Policy (unless state law requires a longer specified period); and |
• | the date we receive a receipt signed by you. |
• | Change in specified face amount; |
• | Change in death benefit option; |
• | Transfers among Divisions; |
• | Partial withdrawals; |
• | Loan amounts you request; |
• | Loan repayments and premium payments. |
• | Deductions and charges; |
• | Status of the death benefit; |
• | Cash and cash surrender values; |
• | Amounts in the Divisions and Fixed Account; |
• | Status of Policy loans; |
• | Automatic loans to pay interest; |
• | Information on your modified endowment contract status (if applicable); |
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 | AB
VPS Sustainable Global Thematic Portfolio - Class B (formerly known as AB VPS Global Thematic Growth Portfolio - Class B) AllianceBernstein L.P. |
1.13% | 22.57% | 22.11% | 14.95% |
US Equity | American
Funds American High-Income Trust* - Class 2 Capital Research and Management CompanySM |
0.55% | 8.42% | 6.23% | 6.58% |
US Equity | American
Funds Growth Fund - Class 2 Capital Research and Management CompanySM |
0.60% | 21.97% | 19.71% | 25.43% |
International Equity | American
Funds International Fund - Class 2 Capital Research and Management CompanySM |
0.79% | -1.49% | 8.13% | 9.63% |
US Fixed Income | American
Funds U.S. Government Securities Fund* - Class 2 Capital Research and Management CompanySM |
0.47% | -0.62% | 2.29% | 3.30% |
Allocation | Asset
Manager: Growth Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.78% | 13.89% | 12.37% | 10.59% |
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% |
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 100 Portfolio - Class B Brighthouse Investment Advisers, LLC |
0.97% | 18.13% | 14.64% | 12.88% |
Allocation | Brighthouse
Asset Allocation 20 Portfolio* - Class B Brighthouse Investment Advisers, LLC |
0.85% | 3.69% | 5.73% | 5.03% |
Allocation | Brighthouse
Asset Allocation 40 Portfolio - Class B Brighthouse Investment Advisers, LLC |
0.85% | 7.42% | 7.84% | 7.10% |
Allocation | Brighthouse
Asset Allocation 60 Portfolio - Class B Brighthouse Investment Advisers, LLC |
0.88% | 10.90% | 10.18% | 9.20% |
US Equity | Brighthouse
Small Cap Value Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust, and Allspring Global Investments, LLC |
1.06% | 31.77% | 9.82% | 12.17% |
International Equity | Brighthouse/abrdn
Emerging Markets Equity Portfolio - Class B (formerly known as Brighthouse/Aberdeen Emerging Markets Equity Portfolio - Class B) Brighthouse Investment Advisers, LLC Subadviser: Aberdeen Asset Managers Limited |
1.15% | -5.07% | 9.95% | 5.01% |
US Equity | Brighthouse/Artisan
Mid Cap Value Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Artisan Partners Limited Partnership |
1.00% | 26.59% | 10.04% | 10.72% |
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% |
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 | Contrafund
® Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.70% | 27.71% | 20.05% | 16.52% |
International Fixed Income | Emerging
Markets Debt Portfolio* - Class I Morgan Stanley Investment Management Inc. Subadviser: Morgan Stanley Investment Management Limited |
1.10% | -2.02% | 3.82% | 3.86% |
International Equity | Emerging
Markets Equity Portfolio - Class I Morgan Stanley Investment Management Inc. Subadviser: Morgan Stanley Investment Management Company |
1.25% | 2.99% | 9.46% | 5.44% |
US Equity | Equity-Income
Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.61% | 24.83% | 11.84% | 12.42% |
Global Equity | Franklin
Mutual Global Discovery VIP Fund - Class 2 Franklin Mutual Advisers, LLC |
1.23% | 19.13% | 6.42% | 8.47% |
Allocation | Freedom
2020 Portfolio - Initial Class Fidelity Management & Research Company LLC |
0.50% | 9.47% | 10.68% | 9.26% |
Allocation | Freedom
2025 Portfolio - Initial Class Fidelity Management & Research Company LLC |
0.53% | 10.83% | 11.53% | 10.25% |
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% |
US Equity | Goldman
Sachs Small Cap Equity Insights Fund* - Institutional Shares Goldman Sachs Asset Management, L.P. |
0.81% | 23.79% | 11.33% | 12.92% |
US Fixed Income | Government
Money Market Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.23% | 0.01% | 0.93% | 0.51% |
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% |
US Fixed Income | High
Income Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.67% | 4.41% | 5.01% | 5.61% |
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 B Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc. |
1.05% | 6.93% | 18.91% | 16.63% |
US Equity | Invesco
V.I. Comstock Fund - Series II Invesco Advisers, Inc. |
0.99% | 33.04% | 11.12% | 12.59% |
FUND
TYPE |
PORTFOLIO
AND ADVISER/SUBADVISER |
CURRENT
EXPENSES |
AVERAGE
ANNUAL TOTAL RETURNS (as of 12/31/2021) | ||
1
YEAR |
5
YEAR |
10
YEAR | |||
International Equity | Invesco
V.I. EQV International Equity Fund - Series I (formerly known as Invesco V.I. International Growth Fund - Series I) Invesco Advisers, Inc. |
0.89% | 5.89% | 10.17% | 8.09% |
US Fixed Income | Investment
Grade Bond Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.49% | -0.79% | 4.23% | 3.44% |
Allocation | Janus
Henderson Balanced Portfolio - Service Shares Janus Henderson Investors US LLC |
0.86% | 16.91% | 14.10% | 11.53% |
US Equity | Janus
Henderson Enterprise Portfolio - Service Shares Janus Henderson Investors US LLC |
0.96% | 16.54% | 18.84% | 16.93% |
US Equity | Janus
Henderson Forty Portfolio - Service Shares Janus Henderson Investors US LLC |
1.02% | 22.60% | 25.27% | 20.00% |
US Equity | Janus
Henderson Research Portfolio - Institutional Shares Janus Henderson Investors US LLC |
0.60% | 20.33% | 21.99% | 17.45% |
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 | JPMorgan
Small Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: J.P. Morgan Investment Management Inc. |
0.75% | 33.01% | 8.60% | 11.45% |
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% |
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 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% |
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 | MetLife
Stock Index Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC |
0.26% | 28.36% | 18.18% | 16.26% |
Global Equity | MFS
® Global Equity Series* - Service Class Massachusetts Financial Services Company |
1.17% | 16.88% | 13.90% | 12.61% |
US Fixed Income | MFS
® High Yield Portfolio* - Service Class Massachusetts Financial Services Company |
0.97% | 3.08% | 4.93% | 5.58% |
US Equity | MFS
® New Discovery Series* - Service Class Massachusetts Financial Services Company |
1.12% | 1.57% | 21.00% | 15.87% |
International Equity | MFS
® Research International Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company |
0.89% | 11.71% | 12.29% | 8.45% |
Allocation | MFS
® Total Return Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company |
0.84% | 13.93% | 9.61% | 9.41% |
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 | Mid
Cap Portfolio - Service Class 2 Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.86% | 25.31% | 13.32% | 13.00% |
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% |
Alternative | PIMCO
All Asset Portfolio* - Administrative Class Pacific Investment Management Company LLC Subadviser: Research Affiliates, LLC |
1.24% | 16.23% | 8.57% | 6.03% |
Sector | PIMCO
CommodityRealReturn® Strategy Portfolio* - Administrative Class Pacific Investment Management Company LLC |
0.93% | 33.34% | 5.72% | -1.86% |
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
Long-Term U.S. Government Portfolio - Administrative Class Pacific Investment Management Company LLC |
0.66% | -4.78% | 6.14% | 4.19% |
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
Low Duration Portfolio - Administrative Class Pacific Investment Management Company LLC |
0.65% | -0.93% | 1.54% | 1.59% |
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% |
US Equity | Pioneer
Mid Cap Value VCT Portfolio - Class I Amundi Asset Management US, Inc. |
0.75% | 29.67% | 9.20% | 11.20% |
International Equity | Putnam
VT International Value Fund - Class IB Putnam Investment Management, LLC Subadviser: B |
1.12% | 14.94% | 8.09% | 7.01% |
US Equity | Royce
Micro-Cap Portfolio* - Investment Class Royce Investment Partners |
1.33% | 29.98% | 12.97% | 9.24% |
US Equity | Royce
Small-Cap Portfolio* - Investment Class Royce Investment Partners |
1.08% | 28.82% | 6.51% | 8.63% |
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 Large Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc. |
0.53% | 26.30% | 12.02% | 13.57% |
US Equity | T.
Rowe Price Mid Cap Growth Portfolio*(1) - Class B Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc. |
0.95% | 14.98% | 17.90% | 16.28% |
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% |
International Equity | Templeton
Foreign VIP Fund* - Class 1 Templeton Investment Counsel, LLC |
0.86% | 4.44% | 2.97% | 4.27% |
Global Fixed Income | Templeton
Global Bond VIP Fund* - Class 1 Franklin Advisers, Inc. |
0.51% | -4.62% | -0.68% | 1.39% |
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% |
* | The Portfolio is subject to an expense reimbursement or fee waiver arrangement. The annual expenses shown reflect temporary fee reductions. |
(1) | Effective April 29, 2019, the Portfolio closed to new investments and transfers. |
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• | Your Policy after two Policy years from issue or reinstatement (excluding riders added later); |
• | An increase in a death benefit after it has been in effect for two years. |
• | 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 Securities and Exchange Commission (“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 Commission Paid to Distributor |
Aggregate
Amount of Commissions Retained by Distributor After Payments to Selling Firms | ||
2021 | $729,796 | $0 | ||
2020 | $749,527 | $0 | ||
2019 | $919,701 | $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 |
Name and Principal Business Address | Positions and Offices with Depositor | |
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 | |
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 |
NAME | POSITIONS WITH DEPOSITOR | |
Bill Pappas | Executive Vice President, Global Technology & Operations | |
Susan Podlogar | Executive Vice President and Chief Human Resources Officer | |
Tamara Schock | Executive Vice President and Chief Accounting Officer | |
Ramy Tadros | President, U.S. Business | |
Steven J. Goulart | Executive Vice President and Chief Investment Officer | |
Kishore Ponnavolu | President, Asia |
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) |
(a) | MetLife Investors
Distribution Company is the principal underwriter and distributor of the Policies. MetLife Investors Distribution Company is the principal underwriter for the following investment companies: General American Separate Account Two General American Separate Account Eleven General American Separate Account Twenty-Eight General American Separate Account Twenty-Nine Metropolitan Life Separate Account E Metropolitan Life Separate Account UL Metropolitan Life Variable Annuity Separate Account II Metropolitan Tower Separate Account One Metropolitan Tower Separate Account Two New England Life Retirement Investment Account New England Variable Annuity Fund I Paragon Separate Account A Paragon Separate Account B Paragon Separate Account C Paragon Separate Account D Security Equity Separate Account Twenty-Six Security Equity Separate Account Twenty-Seven Separate Account No. 13S |
(b) | MetLife Investors Distribution Company is the principal underwriter for the Contracts. The following persons are officers and directors of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 200 Park Avenue, New York, NY 10166. |
Name and Principal Business 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 from the Registrant. |
(1)
Name of Principal Underwriter |
(2)
Net Underwriting Discounts and Commissions |
(3)
Compensation on Events Occasioning the Deduction of a Deferred Sales Load |
(4)
Brokerage Commissions |
(5)
Other Compensation | ||||
MetLife Investors Distribution Company | $3,859,084 | $0 | $0 | $0 |
(a) | Registrant |
(b) | Metropolitan Life
Insurance Company 200 Park Avenue New York, NY 10166 |
(c) | MetLife Investors
Distribution Company 200 Park Avenue New York, NY 10166 |
(d) | MetLife 18210 Crane Nest Drive Tampa, FL 33647 |
Metropolitan Life Separate Account UL | |
By: | Metropolitan Life Insurance Company |
By: | /s/ Sabrina K. Model |
Sabrina K. Model | |
Vice President |
Metropolitan Life Insurance Company | |
By: | /s/ Sabrina K. Model |
Sabrina K. Model | |
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) | (iv) | Amended and Restated Charter of Metropolitan Life Insurance Company (effective May 16, 2016). |
(h) | (xxix) | Amendment No. 1 dated as of May 1, 2007 to the Participation Agreement dated May 1, 2004, as amended and restated, by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Metropolitan Life Insurance Company and MetLife Investors Distribution Company on behalf of itself and certain of its separate accounts. |
(h) | (xxx) | Amendment No. 2 dated as of November 10, 2008 to the Participation Agreement dated May 1, 2004, as amended and restated, by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Metropolitan Life Insurance Company and MetLife Investors Distribution Company on behalf of itself and certain of its separate accounts. |
(h) | (xxxi) | 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. |
(h) | (xxxii) | Amendment dated August 27, 2021 to Participation Agreement dated May 1, 2001 among Metropolitan Life Insurance Company, PIMCO Variable Insurance Trust, and PIMCO Investments, LLC. |
(h) | (xxxiii) | Amendment dated March 21, 2021 for Participation Agreement among Trust for Advised Portfolios, Quasar Distributors, LLC, 1919 Investment Counsel, LLC, and Metropolitan Life Insurance Company. |
(n) | Consent of Independent Registered Public Accounting Firm. | |
(r) | Form of Initial Summary Prospectus. |
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.
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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 |
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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).
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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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6
Amendment No. 1 to
Amended and Restated Participation Agreement
by and among
Franklin Templeton Variable Insurance Products Trust
Franklin/Templeton Distributors, Inc.
Metropolitan Life Insurance Company
MetLife Investors Distribution Company
Franklin Templeton Variable Insurance Products Trust (the Trust), Franklin/Templeton Distributors, Inc. (the Underwriter, and together with the Trust, we or us), Metropolitan Life Insurance Company (the Company or you), and MetLife Investors Distribution Company, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated May 1, 2004 (the Agreement). The parties now desire to amend the Agreement by this amendment (the Amendment).
Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
1. | Metropolitan Life Insurance Company is hereby replaced by MetLife Investors Distribution Company as the principal distributor of the Company (the Distributor). |
2. | Section 1 and Section 2.2.1 are hereby each amended to reflect that Franklin Templeton Variable Insurance Products Trust (the Trust) is organized as a statutory trust under the laws of the State of Delaware. |
3. | Section 2.3.2 is amended and restated in its entirety as follows: |
2.3.2 Each investment adviser (each, an Adviser) of a Portfolio, as indicated in the current prospectus of the Portfolio, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or exempt from such registration.
4. | Section 3.1.3 is amended and restated in its entirety as follows: |
3.1.3 We agree that shares of the Trust will be sold only to: (i) life insurance companies which have entered into fund participation agreements with the Trust (Participating Insurance Companies) and their separate accounts or to qualified pension and retirement plans in accordance with the terms of the Shared Funding Order; and (ii) investment companies in the form of funds of funds. No shares of any Portfolio will be sold to the general public.
5. | Section 5.2 is amended and restated in its entirety as follows: |
5.2 If and to the extent required by law, you shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares in accordance with the instructions received from Contract owners; and (iii) vote Trust shares owned by subaccounts for which no instructions have been received from Contract owners in the same proportion as Trust shares of such Portfolio for which instructions have been received from Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. You reserve the right to vote Trust shares held in any Account in your own right, to the extent permitted by law.
6. | Schedules A, B, C, D, F and G of the Agreement are deleted and replaced in their entirety with the Schedules A, B, C, D, F and G attached hereto, respectively. |
7. | All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. |
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of May 1, 2007.
The Trust: | FRANKLIN TEMPLETON VARIABLE INSURANCE | |||||
PRODUCTS TRUST | ||||||
Only on behalf of | ||||||
each Portfolio listed | ||||||
on Schedule C of | ||||||
the Agreement. | By: | /s/ Karen L. Skidmore | ||||
Name: Karen L. Skidmore | ||||||
Title: Vice President | ||||||
The Underwriter: | FRANKLIN/TEMPLETON DISTRIBUTORS, INC. | |||||
By: | /s/ Thomas Regner | |||||
Name: Thomas Regner | ||||||
Title: Senior Vice President |
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The Company: | METROPOLITAN LIFE INSURANCE COMPANY | |||||||
By: | /s/ Alan C. Leland Jr. | |||||||
Name: Alan C. Leland Jr. | ||||||||
Title: Vice President | ||||||||
The Distributor: | METLIFE INVESTORS DISTRIBUTION COMPANY | |||||||
By: | /s/ Richard C Pearson | |||||||
Name: Richard C Pearson | ||||||||
Title: Executive Vice President |
3
Schedule A
The Company and its Distributor
THE COMPANY
Metropolitan Life Insurance Company
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, New York 11101
A life insurance company organized under the laws of the State of New York.
THE DISTRIBUTOR
MetLife Investors Distribution Company
5 Park Plaza
Suite 1900
Irvine, California 92614
A corporation organized under the laws of the State of Missouri.
4
Schedule B
Accounts of the Company
Name of Account |
SEC Registration | |
Yes/No | ||
Separate Account UL | Yes | |
Separate Account DCVL | No |
5
Schedule C
Available Portfolios and Classes of Shares of the Trust
Mutual Discovery Securities Fund Class 1 and Class 2
Templeton Foreign Securities Fund, Class 1
Templeton Growth Securities Fund Class 2
6
Schedule D
Contracts of the Company
MetFlex, Flexible Premium Life
Private Placement Variable Life
7
Schedule F
Rule 12b-l Plans of the Trust
Compensation
Each Class 2 Portfolio named on Schedule C of this Agreement shall pay at an annualized payment rate of 0.25% stated as a percentage per year of that Portfolios Class 2 average daily net assets, pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan.
Agreement Provisions
If the Company, on behalf of any Account, purchases Trust Portfolio shares (Eligible Shares) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the Plan), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees (collectively you) provide any activity or service which is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares (Rule 12b-1 Services) or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, we) may pay you a Rule 12b-1 fee. Rule 12b-l Services may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares (Contract Owners), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the compensation provision stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the annual maximums in the Portfolios prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolios net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule 12b-l fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be requested by the Trusts Boards of Trustees (Trustees) with respect to the Rule 12b-l fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a
8
written report of the amounts expended under the Plans and the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement (Disinterested Trustees). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days written notice, without payment of any penalty. The Plans may also be terminated by any act that terminates the Underwriting Agreement between the Underwriter and the Trust, and/or the management or administration agreement between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolios Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency. You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts.
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Schedule G
Addresses for Notices
To the Company: | Metropolitan Life Insurance Company | |
1 MetLife Plaza | ||
27-01 Queens Plaza North | ||
Long Island City, NY 11101 | ||
Attn: Andrew Mensch, Counsel | ||
With a copy to: |
Metropolitan Life Insurance Company | |
485-B U.S. Highway 1 South, Suite 420 | ||
Iselin, New Jersey 08830 | ||
Attention: Sabrina K. Model, Director | ||
To the Distributor: | MetLife Investors Distribution Company | |
5 Park Plaza, Suite 1900 | ||
Irvine, California 92614 | ||
Attention: Richard Pearson, Vice President | ||
To the Trust: | Franklin Templeton Variable Insurance Products Trust | |
One Franklin Parkway, Bldg. 920 2nd Floor | ||
San Mateo, California 94403 | ||
Attention: Karen L. Skidmore, Vice President | ||
To the Underwriter: | Franklin/Templeton Distributors, Inc. | |
140 Fountain Parkway, 8th Floor | ||
St. Petersburg, FL 33716 | ||
Attention: Peter Jones, President | ||
If to the Trust or Underwriter | ||
with a copy to: |
Franklin Templeton Investments | |
One Franklin Parkway, Bldg. 920 2nd Floor | ||
San Mateo, California 94403 | ||
Attention: General Counsel |
10
Amendment No. 2 to
Amended and Restated Participation Agreement
by and among
Franklin Templeton Variable Insurance Products Trust
Franklin/Templeton Distributors, Inc.
Metropolitan Life Insurance Company
MetLife Investors Distribution Company
Franklin Templeton Variable Insurance Products Trust (the Trust), Franklin/Templeton Distributors, Inc. (the Underwriter, and together with the Trust, we or us), Metropolitan Life Insurance Company (the Company or you), and MetLife Investors Distribution Company, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated May 1, 2004 and subsequently amended May 1, 2007 (the Agreement). The parties now desire to further amend the Agreement by this amendment (the Amendment).
Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
1. | The term National Association of Securities Dealers, Inc. (the NASD) is hereby replaced with Financial Industry Regulatory Authority (FINRA) throughout the Agreement in sections 2.1.6, 2.3.1, 10.7, 10.8 and Schedule F, respectively. |
2. | Section 10.12 is amended and restated in its entirety as follows: |
10.12 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties. Notwithstanding the foregoing, (i) the Site Terms may be separately amended as provided therein and, as so amended and in effect from time to time, shall be a part of this Agreement; and (ii) Schedule C may be separately amended as provided therein and, as so amended shall be a part of this Agreement.
3. | Schedules C, D and F of the Agreement are deleted and replaced in their entirety with the Schedules C, D and F attached hereto, respectively. |
4. | All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. |
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of November 10, 2008.
The Trust: |
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST | |||||
Only on behalf of each Portfolio listed on Schedule C of the Agreement. |
By: | /s/ Karen L. Skidmore | ||||
Name: Karen L. Skidmore | ||||||
Title: Vice President | ||||||
The Underwriter: |
FRANKLIN/TEMPLETON DISTRIBUTORS, INC. | |||||
By: | /s/ Thomas Regner | |||||
Name: Thomas Regner | ||||||
Title: Senior Vice President | ||||||
The Company: | METROPOLITAN LIFE INSURANCE COMPANY | |||||
By: | /s/ Kathleen Muleski | |||||
Name: Kathleen Muleski | ||||||
Title: VP, Actuary | ||||||
The Distributor: | METLIFE INVESTORS DISTRIBUTION COMPANY | |||||
By: | /s/ Richard Peason | |||||
Name: Richard C. Peason | ||||||
Title: Executive Vice President |
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Schedule C
Available Portfolios and Classes of Shares of the Trust
1. Mutual Discovery Securities Fund Class 1 and Class 2
2. Templeton Developing Markets Securities Fund Class 2
3. Templeton Foreign Securities Fund, Class 1
4. Templeton Global Income Securities Fund Class 1
5. Templeton Growth Securities Fund Class 2
In addition to portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that:
(1) | the General Counsel of Franklin Templeton Investments receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) (Notice) identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Separate Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and |
(2) | we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Separate Accounts investing in the additional Portfolios and classes of shares under the Contracts. |
Provided that we do not object as provided above, your Notice shall amend, supplement and become a part of this Schedule C and the Agreement.
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FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT
To: | General Counsel c/o |
Linda Lai (Llai@frk.com;) or Kevin Kirchoff (kkircho@frk.com)
Fax: 650 525-7059
Franklin Templeton Investments
1 Franklin Parkway,
Bldg. 920, 2nd Floor
San Mateo, CA 94402
With respect to the following agreement(s) (collectively, the Agreement)
(please reproduce and complete table for multiple agreements):
Date of Participation Agreement:
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Insurance Company(ies):
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Insurance Company Distributor(s):
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As provided by Schedule C of the Agreement, this Notice proposes to Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:
Names and Classes of Shares of Additional Portfolios Listing of current classes for your reference: Class 1 (no 12b-1 fee); Class 2 (12b-1 fee of 25 bps); or Class 4 (12b-1 fee of 35 bps).
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Offering Date(s) | |
Name and title of authorized person of insurance company:
Contact Information:
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Schedule D
Contracts of the Company
All variable life and variable annuity contracts issued by separate accounts listed on Schedule B of this Agreement.
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Schedule F
Rule 12b-1 Plans of the Trust
Compensation
Each Class 2 or Class 4 Portfolio named or referenced on Schedule C of this Agreement may make payments at a rate stated in its prospectus pursuant to the terms and conditions of its Rule 12b-1 distribution plan.
shall pay at an annualized payment rate
Agreement Provisions
If the Company, on behalf of any Account, purchases Trust Portfolio shares (Eligible Shares) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the Plan), the Company, on behalf of its Distributor, may participate in the Plan.
To the extent the Company or its affiliates, agents or designees (collectively you) provide any activity or service that is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares (Rule 12b-1 Services) or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, we) may pay you a Rule 12b-1 fee. Rule 12b-1 Services may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares (Contract Owners), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under FINRA rules.
Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the compensation provision stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the annual maximums in the Portfolios prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolios net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be requested by the Trusts Boards of Trustees (Trustees) with respect to the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of the amounts expended under the Plans and the purposes for which such expenditures were made.
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The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement (Disinterested Trustees). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days written notice, without payment of any penalty, or as provided in the Plan. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolios Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency. You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts.
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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
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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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AMENDMENT TO PARTICIPATION AGREEMENT
METROPOLITAN LIFE INSURANCE COMPANY (the Company) on behalf of itself and certain of its separate accounts (the Accounts); PIMCO VARIABLE INSURANCE TRUST (the Fund); and PIMCO INVESTMENTS LLC (the Underwriter) entered into a participation agreement dated May 1, 2001, as amended, (the Agreement). This Amendment (the Amendment) to the Agreement is entered into as of August 27, 2021, by and among the Company on its own behalf and on behalf of each Account of the Company as set forth in the Agreement, the Fund, and the Underwriter (the Parties). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
RECITALS
WHEREAS, pursuant to the Agreement, the Accounts invest in shares of certain of the series (Portfolios) that constitute separate portfolios of the Fund and that serve as funding vehicles for the Accounts offered under variable annuity and/or life insurance contracts issued by the Company (the Variable Insurance Products) to persons that are registered owners of such Variable Insurance Products on the books and records of the Company (the Contract Owners);
WHEREAS, the Fund maintains on its books and records one or more account(s) that hold and record ownership of shares of the Fund;
WHEREAS, the Accounts are registered as unit investment trusts under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Rule 30e-1 under the 1940 (Rule 30e-1) Act requires the Fund to deliver copies of its shareholder reports to the Accounts as the record owners of shares of such Portfolios;
WHEREAS, Rule 30e-2 under the 1940 Act (Rule 30e-2) requires the Accounts to deliver such Fund shareholder reports to Contract Owners;
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 Portfolios be delivered to Contract Owners under certain circumstances;
WHEREAS, the Parties intend to meet any such Portfolio Statutory Prospectus delivery requirement via Companys reliance 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, inter alia, 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 the Company intends to host said website; and
WHEREAS, the Parties desire to amend the Agreement 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 Fund to no longer deliver copies of Fund shareholder reports to the Accounts as would otherwise be required by Rule 30e-1, and (ii) the Accounts to deliver Fund shareholder reports to Contract Owners using the notice and access provisions of Rule 30e-3 including
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the website hosting of certain Fund materials required by Rule 30e-3 rather than the delivery methods that would otherwise be required by Rule 30e-2; and (iii) to permit the Company to meet any Portfolio 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, the Company cannot host such website in compliance with Rule 30e-3 and Rule 498A unless the Fund prepares and provides certain Fund 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 Agreement by supplementing it as follows:
1. | Provision of Fund Documents Maintaining Website and Website Posting |
a. | Fund Documents. The Fund and/or Underwriter are responsible for preparing, filing 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 Portfolios; (ii) Statutory Prospectus for the Portfolios; (iii) Statement of Additional Information (SAI) for the Portfolios; (iv) Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-1 under the 1940 Act) for the Portfolios (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 Fund and/or Underwriter shall make best efforts to provide or make available the Summary Prospectus, Statutory Prospectus and SAI for the Portfolios to the Company or its designee 7 business days before the effective date of the Statutory Prospectus, (to facilitate the required website posting) and provide updated versions as necessary, in order to facilitate a continuous offering of the Funds securities and the Variable Insurance Products. |
(ii) | The Fund and/or Underwriter shall make best efforts to provide or make available the Shareholder Reports and Portfolio Holdings 5 business days before the date that such Shareholder Reports and Portfolio Holdings are required to be posted by Rule 30e-3 (the Deadline). In the event the documents are provided later than 5 business days before the Deadline, the Company and the Fund will engage in good faith discussions with Company to address concerns. |
c. | Format of Fund Documents. The Fund and/or Underwriter shall provide or make available the Fund Documents to the Company or its designee in an electronic format that is suitable for website posting, and in a format or formats that: |
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(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 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); |
(iii) | does not restrict, and the Fund and Underwriter shall otherwise provide the Fund Documents in such format so as to permit, the Company (or its designee) to post the Fund Documents in a manner that permits 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). |
(iv) | The Company agrees that it will use such Fund Documents in the form provided. The Company shall provide prior written notice of any proposed modification of the Fund Documents, which notice will describe in detail the manner in which the Company proposes to modify the Fund Documents, and agrees that it may not modify the Fund Documents in any way without the prior consent of the applicable Fund. |
d. | Website Hosting. The Company 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 Fund and/or Underwriter 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 the Company from time to time in its sole discretion. |
2. | Use of Summary Prospectuses. |
a. | The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Variable Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. |
b. | The Fund and Underwriter shall ensure that a summary prospectus is used for the Portfolios, in accordance with Rule 498. |
3. | Website Hosting and Notice Fee. |
a. | The Fund and/or Underwriter shall bear their proportional cost of posting and maintaining the Fund Documents on the website hosted by the Company. The Fund and/or Underwriter shall bear their proportional costs of preparing the Notices of the availability of the Funds Shareholder Reports to Contract Owners (the Notices required by paragraph (c) of Rule 30e-3). From time to time, the Parties shall review the Website Hosting and Notice Fee to determine whether it reasonably approximates the Companys incurred and anticipated costs of posting and maintaining the Funds Required Materials on the website hosted by the Company and preparing notices of the availability of the Funds Reports to |
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Contract Owners. The Parties agree to negotiate in good faith any change to the Website Hosting Fee proposed by a Party in good faith. |
b. | In order for the Company 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 Fund and/or shall promptly provide to the Company any amendments to the Fund Documents; and |
c. | The Company 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 the Company on behalf of the Accounts). |
4. | Provision of Fund Documents for Paper Delivery. The Fund and/or Underwriter or their designee shall, if requested by the Company, provide such electronic or other documentation 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 Fund and/or Underwriter. |
5. | The Fund and/or Underwriter shall reimburse the Company for their proportional costs of printing the Funds Fund Documents to Contract Owners. This reimbursement is in addition to, and not part of or in lieu of, the Website Hosting and Notice Fees specified above. Paper Notice to Contract Owners. The Company 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. The Company 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 reasonable cost of providing the paper copy of Fund Documents, including printing Fund Documents, will be borne by the Fund and/or Underwriter. |
7. | Investor Elections to Receive Future Fund Reports in Paper. The Company shall be responsible for fulfilling Contract Owner elections to receive future Fund shareholder reports in paper, in accordance with paragraph (f) of Rule 30e-3. The reasonable cost of providing the paper copy of Shareholder Reports, including printing of Shareholder Reports, will be borne by the Fund and/or Underwriter. |
8. | Portfolio Expense and Performance Data. The Fund shall provide such data regarding each Portfolios expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts. Without limiting the generality of the forgoing, the Fund shall use best efforts to provide the following Portfolio expense and performance data on a timely basis to facilitate the Companys preparation of its annually updated registration statement for the Variable Contracts (and as otherwise |
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reasonably requested by the Company), 75 calendar days after the close of each Portfolios fiscal year, but no later than 90 days after the close of each Portfolios fiscal year. |
a. | the gross Annual Portfolio Company Expenses for each Portfolio calculated in accordance with, as applicable, 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); |
b. | the net Annual Portfolio Company Expenses (aka Total Annual Fund Operating Expenses) for each Portfolio calculated in accordance, as applicable, 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 Portfolio (or Fund); and |
c. | the Average Annual Total Returns for each Portfolio (before taxes) as calculated in accordance with, as applicable, 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). |
d. | The Company agrees that it will use the content of such information as provided. The Company shall (i) provide prior written notice of any proposed modification of such content, (ii) ensure such notice describes in detail the manner in which the Company proposes to modify the content of the information and (iii) agree that it may not modify the content of such information in any way without the prior written consent of the applicable Fund. |
9. | Content of Fund Documents. The Fund and/or Underwriter shall be responsible for the content of the Fund Documents as provided to the Company, 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 Fund under the Agreement, the Fund and/or Underwriter 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 applicable 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. |
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10. | Construction of this Amendment; Agreement. |
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 (including paragraph (j) thereof) 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. |
b. | To the extent the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Agreement 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. The Underwriter specifically agrees to indemnify and hold harmless the Company (and its officers, directors, and employees) 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 the Company (or its officers, directors, and employees) as a result of any failure or alleged failure by the Fund or Underwriter to provide the Fund Documents in accordance with the terms of this Amendment or to fulfill 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 Agreement or any other addendums or amendments thereto, but otherwise shall be subject to and in accordance with the terms and conditions of the Agreement. The Company specifically agrees to indemnify and hold harmless the Fund and the Underwriter 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 the Fund and/or the Underwriter (or its officers, directors, and employees) as a result of any failure or alleged failure by the Company to host and maintain the website in accordance with the terms of this Amendment or to fulfill its other duties and responsibilities under this Amendment or for any other breach of this Amendment. |
12. | Implementation. This Amendment is effective as of the date noted in the first paragraph of this Amendment. The Fund and/or Underwriter will provide all Fund Documents as specified in this Amendment beginning January 1, 2021 for Fund Documents filed after that date. |
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. |
14. | Joint and Several Liability. The responsibilities, obligations, duties and liabilities of the Fund and/or Underwriter under this Amendment shall be joint and several. |
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15. | Confidentiality. The Company shall ensure that its applicable providers, officers, directors, employees, affiliates and agents are subject to duties of confidentiality with respect to any confidential and/or non-public information provided by the Fund and Underwriter. Among other matters: |
a. | Unless otherwise authorized in writing by the Fund or Underwriter, Company (i) shall retain any Confidential Information in confidence, (ii) shall not disclose the Confidential Information to any party or individual other than, and shall limit access to Confidential Information to, its respective directors, officers, employees, advisors, accountants, auditors, agents or other representatives strictly in connection with providing the functions set forth herein and who are bound by obligations of confidentiality (for purposes of this section, each, a Representative and collectively, Representatives) and to treat such information as confidential, and (iii) shall not use the Confidential Information for any purpose other than in connection with the functions set forth herein. |
b. | It is agreed that: (i) any non-public portfolio holdings information of a Portfolio, is the confidential property of each such Portfolio and may not be used for any purpose except in connection with the functions described herein or the Agreement, (ii) Confidential Information may not be traded upon by Company or its Representatives, and (iii) upon written request from the Fund or Underwriter, the recipient of the non-public portfolio holdings information shall promptly return or destroy the information, except as otherwise required by applicable law or a recipients record retention policies and procedures reasonably designed to comply therewith. The receiving party shall take adequate measures to ensure that each such Representative observes the requirements of this Amendment and the Agreement. |
c. | For purposes of this Section , Confidential Information means any oral, written or other information of the Fund, the Underwriter and any of their affiliates that is not known to the general public and is disclosed by one party to the other. Confidential Information shall include, without limitation, any proprietary information, portfolio holdings, trade secrets or other tangible or intangible information respecting the business affairs of the disclosing party and/or its clients and accounts, including the Portfolios. |
(The remainder of this page has been left intentionally blank.)
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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/ Barbara Stroz
Print Name: Barbara Stroz
Title: Assistant Vice President
PIMCO VARIABLE INSURANCE TRUST (the Fund)
By: /s/ Eric Johnson
Print Name: Eric Johnson
Title: President
PIMCO INVESTMENTS LLC (the Underwriter)
By: /s/ Eric Sutherland
Print Name: Eric Sutherland
Title: President |
|
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APPENDIX A
Specified Website:
www.metlife.com/
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AMENDMENT TO PARTICIPATION AGREEMENT
METROPOLITAN LIFE INSURANCE COMPANY (the Company) on behalf of itself and certain of its separate accounts (each such account hereinafter referred to as the Account); the Trust for the Advised Portfolio (the Trust), a Delaware statutory trust on behalf of each series listed on Schedule B of the agreement (defined below) (each a Fund, collectively the Funds), Quasar Distributors, LLC, a Delaware limited liability Company (the Distributor) and 1919 Investment Counsel, LLC, a Delaware limited liability company (the Adviser) entered into a participation agreement dated November 7, 2014 (the Agreement). This Amendment (the Amendment) to the Agreement is entered into as of March 17, 2021, 2020, by and among The Company on its own behalf and on behalf of each Account of The Company as set forth in the Agreement, the Trust on behalf of the Funds, the Adviser and the Distributor (the Parties). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
RECITALS
WHEREAS, pursuant to the Agreement, each Account invests in shares of certain of the series (Funds) that constitute separate portfolios of the Trust and that serve as funding vehicles for the Accounts offered under variable annuity and/or life insurance contracts issued by the Company (the Contracts) to persons that are registered owners of such Contracts on the books and records of the Company (the Contract Owners); and
WHEREAS, the Trust maintains on its books and records one or more account(s) that hold and record ownership of shares of the Trust; and
WHEREAS, each Account is 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 the Trust to deliver copies of its shareholder reports to each Account as the record owners of shares of such Funds; and
WHEREAS, Rule 30e-2 under the 1940 Act (Rule 30e-2) requires each Account to deliver such Trust 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 Contracts, and the Company intends to host said website; and
WHEREAS, the Parties desire to amend the Agreement 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 Trust to no longer deliver copies of Trust shareholder reports
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to each Account as would otherwise be required by Rule 30e-1, and (ii) each Account to deliver Trust shareholder reports to Contract Owners using the notice and access provisions of Rule 30e-3 including the website hosting of certain Trust materials required by Rule 30e-3 rather than the delivery 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, the Company cannot host such website in compliance with Rule 30e-3 and Rule 498A unless the Trust prepares and provides certain Trust 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 Agreement by supplementing it as follows:
1. | Provision of Fund Documents Maintaining Website and Website Posting |
a. | Fund Documents. The Trust and/or Adviser and/or Distributor 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 Fund Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and (vi) Fund 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 Trust and/or Adviser and/or Distributor shall provide the Summary Prospectus, Statutory Prospects and SAI for the Funds to the Company or its designee, no later than 7 business days before the effective date of the Statutory Prospectus to facilitate the required website posting and provide updated versions as necessary, in order to facilitate a continuous offering of the Trusts securities and the Contracts. |
(ii) | The Trust and/or Adviser and/or Distributor shall provide the Shareholder Reports and Portfolio Holdings on a timely basis but no later than 7 business days before the date each time that these materials are required to be posted by Rule 30e-3. |
c. | Format of Fund Documents. The Trust and/or Adviser and/or Distributor shall provide the Fund Documents to the Company or its designee in an electronic format that is suitable for website posting that: |
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(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 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. The Company 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 Trust and/or Advisor and/or Distributor 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 the Company from time to time in its sole discretion.
2. | Use of Summary Prospectuses. |
(i). The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Variable Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A.
(ii) The Trust and Distributor 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 Trust and/or Adviser and/or Distributor shall bear the costs of managing, formatting, hosting and maintaining the Fund Documents on the website hosted by the Company. The Trust and/or Adviser and/or Distributor shall also bear the cost of managing, formatting, hosting and distributing the Fund Documents for electronic delivery. |
(b) | The Trust and/or Adviser and/or Distributor shall bear the costs of preparing and mailing the Notices of the availability of the Trusts Shareholder Reports to Contract Owners (the Notices required by paragraph (c) of Rule 30e-3). |
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(c) | In order for the Company 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 Trust shall promptly provide to the Company any amendments to the Fund Documents; |
(d) | the Company shall make reasonable efforts to comply with the safe harbor provisions, terms and conditions of paragraph (b)(5) of Rule 30e-3, 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 the Company on behalf of the Accounts). |
4. | Provision of Fund Documents for Paper Delivery. |
a. | The Trust, Adviser and/or Distributor or their designee shall, if requested by the Company provide such electronic or other documentation (including camera ready copies of the current Fund Documents as set in type, or at the request of the Company, 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 Trust, Adviser and/or Distributor r. |
b. | The Trust and/or Adviser and/or Distributor shall reimburse the Company for the costs of mailing (including postage) the Trusts Fund Documents to Contract Owners. This reimbursement is in addition to, and not part of or in lieu of, the Website Hosting and Notice Fee specified above. |
5. | Paper Notice to Contract Owners. The Company 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. The Company 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 Trust, Adviser and/or Distributor. |
7. | Investor Elections to Receive Future Trust Reports in Paper. The Company shall be responsible for fulfilling Contract Owner elections to receive future Trust 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 Trust, Adviser and/or Distributor. |
8. | Fund Expense and Performance Data. The Trust shall provide such data regarding each Funds expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Fund expense and performance data on a timely basis to facilitate the Companys preparation of its annually updated registration statement |
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for the Contracts (and as otherwise reasonably requested by the Company), but in no event later than 45 calendar days after the close of each Funds fiscal year. |
a. | the gross Annual Portfolio Company Expenses for each Fund 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 Fund 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 Trust); and |
c. | the Average Annual Total Returns for each Fund (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and 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 Trust, Adviser and/or Distributor 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 Trust under the Agreement, the Trust, Adviser and/or Distributor 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; Agreement. |
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 Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Agreement 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. The Trust and Adviser and Distributor r specifically agree to indemnify and hold harmless the Company and its officers, directors, employees and agents (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 Indemnified Parties as a result of (i) any failure or alleged failure by the Trust or Adviser and/or Distributor to provide Fund Documents in a timely fashion as required by this Amendment, or (ii) any failure or alleged failure to fulfill any of their other 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 Agreement. The Parties hereto agree that all other provisions of the Agreement, 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 Trust and/or Adviser and/or Distributor 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. |
14. | Joint and Several Liability. The responsibilities, obligations, duties and liabilities of the Trust and Adviser and/or Distributor under this Amendment shall be joint and several. |
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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: | Sr. Vice President |
TRUST FOR THE ADVISED PORTFOLIOS (on behalf of itself and each Fund) (THE TRUST)
By: | /s/ Chris Kashmerick |
Print Name: | Chris Kashmerick |
Title: | President |
1919 INVESTMENT COUNSEL, LLC (the Adviser)
By: | /s/ Scott J. Liotta |
Print Name: | Scott J. Liotta |
Title: | Vice President |
QUASAR DISTRIBUTORS, LLC (THE DISTRIBUTOR)
By: | /s/ Mark Fairbanks |
Print Name: | Mark Fairbanks |
Title: | Vice President |
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APPENDIX A
Specified Website:
www.metlife.com/
Page 8 of 8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement File Nos. 033-57320/811-06025 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
FEES AND EXPENSES | LOCATION
IN PROSPECTUS | |||
Charges for Early Withdrawal | None | — | ||
Transaction Charges | You may be charged for certain transactions, such as sales charges, underwriting charges on increases in specified face amount, charges to pay for certain taxes when you make a premium payment or transfer cash value between investment options or increase your specified face amount. | “Charges and Deductions — Sales Charge; Administrative Charge; Charge for Average Expected State and Local Taxes Attributable to Premiums; Charge for Expected Federal Taxes Attributable to Premiums; and Other Charges” | ||
Ongoing Fees and Expenses (annual charges) | In
addition to charges described above, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge, 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., the insured’s sex (if permitted by law and applicable under your Policy), age underwriting class and rate class. 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– Charges Included in the Monthly Deduction” “Charges and Deductions – Charges Included in the Monthly Deduction “ “Charges and Deductions –Portfolio Company Charges” | ||
ANNUAL FEE |
MIN. |
MAX. | ||
Investment options (Portfolio fees and charges) |
0.23% |
1.38% | ||
RISKS | LOCATION
IN PROSPECTUS | |||
Risk of Loss | You can lose money by investing in this Policy. | “Principal Risks” | ||
Not a Short-Term Investment | The Policy is designed to provide lifetime insurance protection. It 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. | “Principal Risks” | ||
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 Portfolios available under the Policy. 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 this 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 by calling 1-877-638-3932 or by visiting https://www.metlife.com/about-us/corporate-profile/ratings/. | “Principal Risks” |
RISKS | LOCATION
IN PROSPECTUS | |||
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. The minimum amount you may transfer is $50 or, if less, the total amount in an investment option. You may make transfers at any time. The maximum
amount that you may transfer or withdraw from the Fixed Account in any Policy year is the greater of $50 and 25% of the largest amount in the Fixed Account over the last four Policy years. At the present time, no charge is assessed against the cash value of a Policy when amounts are transferred among the Divisions of the Separate Account and between the Divisions and the Fixed Account. Metropolitan Life reserves 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. |
“Cash Value, Transfers and Withdrawals – Cash Value Transfers” | ||
Optional Benefits | Restrictions or limitations may apply to certain optional benefits. For example, benefits may be (i) no longer available, (ii) available only when you apply for a Policy, (iii) unavailable in certain combinations, or (iv) available only if your employer makes it available. You should check with your employer regarding the availability of riders. | “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 Policy, both in the form of commissions and continuing payments. These investment professionals may have a financial incentive to offer or recommend the Policy over another investment. | “Sales of the Policy” | ||
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. | “Sales of The Policy” |
• | The death benefit under the death benefit option or minimum death benefit that is in effect on the date of death; plus |
• | Any additional insurance proceeds provided by rider; minus |
• | Any unpaid Policy loans and accrued interest thereon, and any due and unpaid charges accruing during a grace period. |
• | Option A: The death benefit is a level amount and equals the specified face amount of the Policy. For example, assuming no outstanding indebtedness, if on the date of death, the Face Amount is $500,000, then the Death Benefit would be $500,0000. |
• | Option B: The death benefit varies and equals the specified face amount of the Policy plus the cash value on the date of death. For example, assuming no indebtedness, if on the date of death the Face Amount is $500,000 and Cash Value is $30,000, then the Death Benefit would be $530,000. |
• | Option C: The death benefit varies and equals the specified face amount of the Policy plus the amount by which the Policy premiums paid exceed withdrawals made. For example, assuming no indebtedness, if on the date of death, the Face Amount is $500,000 and the Premium Paid is $50,000 and the Withdrawal Taken is $10,000, the death benefit would be $540,000 ($500,000 + $50,000 - $10,000). |
• | Your cash surrender value after the change would be enough to pay at least two monthly deductions. |
• | The specified face amount continues to be no less than the minimum we allow after a decrease. |
• | The total premiums you have paid do not exceed the then current maximum premium limitations permitted under IRS rules. |
• | You provide evidence satisfactory to us of the insured’s insurability, as we may require. |
• | If the term insurance portion of your death benefit changes, as it may with a change from Option A to B or C and vice versa, the term insurance charge will also change. This will affect your cash value and, in some cases, the death benefit levels. |
• | If your specified face amount changes because of the change in death benefit option, consider also the issues presented by changing your specified face amount that are described under “Specified Face Amount,” below. These issues include the possibility that your Policy would become a modified endowment contract; that you would receive a taxable distribution; and that the maximum premium amounts that you can pay would change. |
• | The term insurance portion of your death benefit will change and so will the term insurance charge. This will affect the insurance charges, cash value and, in some cases, death benefit levels. |
• | Reducing your specified face amount may result in our returning an amount to you which, if it occurs during the first 15 Policy years, could then be taxed on an income first basis. |
• | The amount of additional premiums that the tax laws permit you to pay into your Policy may increase or decrease. The additional amount you can pay without causing your Policy to be a modified endowment contract for tax purposes may also increase or decrease. |
• | In some circumstances, the Policy could become a modified endowment contract. |
• | The sales charge and the administration charge may change. This is because an increase or decrease in the specified face amount will result in an increase or decrease in the annual target premium on which these charges are based. |
NAME
OF BENEFIT* |
PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
Interim Term Insurance Benefit Rider | This rider provides a term insurance benefit if any insured person dies on or after the date of the rider and before the date of the policy. This rider will not advance the time of payment of any dividend or any endowment date under the policy. | Optional | Available only at the time you apply for the Policy. |
Term Insurance Rider | This rider provides term insurance on the life of the insured, payable to the beneficiary if the insured dies prior to the end of the coverage period. | Optional | Available
only at the time you apply for the Policy. Rider may not be reinstated after a written request to terminate the rider is received. |
NAME
OF BENEFIT* |
PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
Enhanced Cash Surrender Value | The Enhanced Cash Surrender Value Rider will refund a portion of charges upon full surrender of the policy within the stated period. | Optional | Available only at the time you apply for the Policy. |
Acceleration of Death Benefit Rider | This rider provides for early payment of a portion of the face amount of insurance upon proof of terminal illness of the insured resulting in a life expectancy of 12 months or less. | Optional | Benefit
is provided to you only if elected by your employer. Available to purchase throughout the life of the policy. |
Business Exchange Rider | The Policyholder has the right to exchange insurance on the life of an Insured who is age 65 or less for insurance on the life of another. | Optional | Only
available if purchased for all of the executives in the plan at inception. Request for the exchange must be in writing. |
Refund of Sales Charge Rider | If a policy is surrendered during the first five policy years, we will refund to the policy owner any sales charge deducted within 365 days preceding the policy surrender | Optional | Available
only at the time you apply for the Policy. Not available when Enhanced Cash Value Rider is added to the policy. |
Interest Income | The amount applied to this income option will earn interest which will be paid monthly. | Standard | Withdrawals of at least $500 each may be made at any time by written request. |
Installment Income for a Stated Period | Payments under this income option will be made in monthly installment payments over a chosen period. | Standard | The period chosen can be from 1 to 30 years. |
Installment Income of a Stated Amount | Payment under this income option will be made in monthly installment payments of a chosen amount until the chosen amount applied with interest is paid. | Standard | |
Single Life Income-Guaranteed Payment Period | Payment under this income option will be made monthly | Standard | The guaranteed period can be 10, 15 or 20 years. |
NAME
OF BENEFIT* |
PURPOSE | IS
BENEFIT STANDARD OR OPTIONAL? |
BRIEF
DESCRIPTION OF RESTRICTIONS OR LIMITATIONS |
during the lifetime of the payee with a chosen guaranteed payment period. | |||
Single Life Income-Guaranteed Return | Payment under this income option will be made monthly during the lifetime of the payee. | Standard | If the payee dies before the total amount applied under this plan has been paid, the remainder will be paid in one sum as a death benefit. |
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. |
Standard | A total payment period of 10 years is guaranteed. |
* | The availability of certain benefits may vary by employer. You should ask your employer which optional benefits are available. |
• | The first premium may not be less than the planned premium unless agreed to by us. |
• | After the first Policy year, your voluntary planned periodic payments must be at least $100, whether on an annual or semiannual basis. |
• | Unscheduled premium payments must be at least $100 each. We may change this minimum amount on 90 days notice to you. |
• | You may not pay premiums that exceed tax law premium limitations for life insurance policies. We will return any amounts that exceed these limits, except that we will keep any amounts that are required to keep the Policy from terminating. We will let you make premium payments that would turn your Policy into a modified endowment contract, but we will tell you of this status in your annual statement, and if possible, we will tell you how to reverse the status. |
• | We reserve the right not to sell a Policy to any group or individual associated with such group if the total amount of annual premium that is expected to be paid in connection with all Policies sold to the group or individuals associated with such group is less than $250,000. |
• | We may require evidence of insurability for premium payments that cause the minimum death benefit to exceed the death benefit then in effect under the death benefit option chosen. |
• | The cash surrender value is less than the monthly deduction; and |
• | We do not receive a sufficient premium payment within the 61-day grace period to cover the monthly deduction. We will mail you notice if any grace period starts. |
• | A written application for reinstatement (the date we approve the application will be the effective date of the reinstatement). |
• | Evidence of insurability that we find satisfactory. |
• | An additional premium amount that the Policy prescribes for this purpose. |
• | the withdrawal would not result in the cash surrender value being less than sufficient to pay 2 monthly deductions; |
• | the withdrawal is at least $250; |
• | the withdrawal would not result in total premiums paid exceeding any then current maximum premium limitation determined by Code rules; and |
• | the withdrawal would not result in your specified face amount falling below the minimum allowable amount after a decrease, as described under “Insurance Proceeds — Specified Face Amount — Changing Your Specified Face Amount,” above. |
• | Amounts received may be taxable as income and, if your Policy is a modified endowment contract, subject to certain tax penalties; |
• | Your Policy could become a modified endowment contract; |
• | For partial withdrawals, your death benefit will decrease, generally by the amount of the withdrawal; |
• | For partial withdrawals, your specified face amount may also decrease. For Option A Policies, your specified face amount will decrease by the amount of the withdrawal. For Option B Policies, a withdrawal will not decrease the specified face amount. For Option C Policies, your specified face amount will decrease by the amount, if any, by which cumulative withdrawals exceed cumulative premiums paid. |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Maximum Sales Charge (Load) (as a percentage of annual target premium paid)(1) | On payment of premium | 9% | 6.5%
(for Policy Years 1 to 10) 3% (for Policy Years 11 and later) |
State Tax Charge (as a percentage of each premium payment) | On payment of premium | 2.25% | 2.25% |
Federal Tax Charge (as a percentage of each premium payment) | On payment of premium | 1.2% | 1.2% |
• Administrative Charge (3) | On payment of premium | 1.05% | 0.55%
(for Policy Years 1 to 10) 1.05% (for Policy Years 11 and later) |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Transfer Fee | On transfer of cash value among Divisions or to or from the Fixed Account | $25 per transfer | Not currently charged |
Enhanced Cash Surrender Value Rider(4) | On premium payments made during the first five Policy years | 0.25% | 0.25% |
Underwriting Charge (applies only if you request an increase in your specified face amount | On face amount increase | $3 per $1,000 of increase | Not currently charged |
Interim Term Insurance Benefit | |||
Cost
of Insurance: • Minimum and Maximum Charge |
On payment of first premium if rider is elected |
$0.03 to $33.82 per $1,000 of term insurance amount |
$0.03 to $33.79 per $1,000 of term insurance amount |
• Charge for a representative insured(5) | $0.27 per $1,000 of term insurance amount | $0.15 per $1,000 of term insurance amount |
(1) | The Annual Target Premium is equal to, 100% of the estimated annual amount that satisfied the 7-Pay test based on the issue age of the insured, the specified face amount of insurance of the base Policy only (excluding the Term Rider) and standard underwriting class. (increased and decreased proportionately for increases and decreases in the specified face amount of the Policy, which could, in turn, increase or decrease sales and administrative charges.) |
(2) | For Metflex Policies the maximum sales charge is 9% of annual target premium paid for Policy Years 1 to 10 and 3% of annual target premiums paid for Policy Years 11 and later. The current sales charge for premiums paid in excess of annual target premiums in all Policy Years is 0%. |
(3) | The current administrative charge for premiums paid in excess of annual target premiums in all Policy Years is 0.05%. |
(4) | For MetFlex Policies issued with the Enhanced Cash Surrender Value Rider if you request a full cash withdrawal during the first ten Policy years, we will refund (a) part of the cumulative charges we have deducted from your premium payments and (b) part of the cost of term insurance we have deducted in the current Policy year. This rider is subject to state approval. |
(5) | A Representative Insured is a male, issue age 47, nonsmoker, Guaranteed Issue underwriting class. |
Charge | When
Charge is Deducted |
Maximum
Amount Deducted |
Current
Amount Deducted |
Base Contract Charges | |||
Cost of Term Insurance for coverage under base policy(1)(2) | |||
• Minimum and Maximum Charge | Monthly | $0.03 to $35.30 per $1,000 of term insurance amount | $0.03 to $33.79 per $1,000 of term insurance amount |
• Charge for a representative insured.(3) | $0.27 per $1,000 of term insurance amount | $0.15 per $1,000 of term insurance amount | |
Mortality and Expense Risk Charge 4 |
• MetFlex | Monthly | Effective annual rate up to 0.90% | •
0.40% (Policy Years 1 to 9) • 0.20% (Policy Years 10 to 20)• 0.10% (thereafter) |
Loan Interest Spread(5) | Annually | Annual rate of 2% of the loan amount | Annual rate of 0.25% of the loan amount |
Optional Benefit Charges | |||
Disability Waiver Rider(2) | |||
• Minimum and Maximum Charge | Monthly | $0.012 to $0.092 per $1,000 of insurance amount | $0.012 to $0.092 per $1,000 of insurance amount |
• Charge for a representative insured(3) | $0.053 per $1,000 of insurance amount | $0.053 per $1,000 of insurance amount | |
Yearly Renewable Term Insurance Rider(2) | |||
• Minimum and Maximum Charge | Monthly | $0.09 to $30.45 per $1,000 of term insurance amount | $0.03 to $14.34 per $1,000 of term insurance amount |
• Charge for a representative insured(3) | $0.27 per $1,000 of term insurance amount | $0.19 per $1,000 of term insurance amount | |
Accidental Death Benefit Rider(2) | |||
• Minimum and Maximum Charge | Monthly | $0.07 to $0.116 per $1,000 of accidental death benefit amount | $0.07 to $0.116 per $1,000 of accidental death benefit amount |
• Charge for a representative insured(3) | $0.078 per $1,000 of accidental death benefit amount | $0.078 per $1,000 of accidental death benefit amount | |
Term Insurance Rider(2) | |||
• Minimum and Maximum Charge | Monthly | $0.03 to $33.82 per $1,000 of term insurance amount | $0.02 to $25.34 per $1,000 of term insurance amount |
• Charge for a representative insured(3) | $0.27 per $1,000 of term insurance amount | $0.11 per $1,000 of term insurance amount |
(1) | The cost of term insurance charge varies based on anticipated variations in our costs or risks associated with the group or individuals in the group that the charge was intended to cover. |
(2) | This charge varies based on individual characteristics of the insured or of individuals in the group that the charge was intended to cover, and may not be representative of the charge that you will pay. You can obtain more information about the charges that would apply by contacting your insurance sales representative. Your Policy will indicate the charges applicable to your Policy. If you would like, we will provide you with an illustration of the impact of these and other charges under the Policy, based on various assumptions. |
(3) | A Representative Insured is a male, issue age 47, nonsmoker, Guaranteed Issue underwriting class. |
(4) | We are waiving the following amounts of the Mortality and Expense Risk Charge: 0.08% for the Division investing in the Brighthouse/Wellington Large Cap Research Portfolio; and an amount equal to the underlying portfolio expenses that are in excess of 0.91% for the Division investing in the Brighthouse/Wellington Core Equity Opportunities Portfolio (Class A), in excess of 1.34% for the Division investing in the Brighthouse/Artisan Mid Cap Value Portfolio (Class B), in excess of 1.15% for the Division investing in the Brighthouse Small Cap Value Portfolio (Class B), and in excess of 0.62% for the Division investing in the Invesco Global Equity Portfolio (Class A). |
(5) | We charge interest on Policy loans but credit you with interest on the amount of the cash value we hold as collateral for the loan. The loan interest spread is the excess of the interest rate we charge over the interest rate we credit. |
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.) | 0.23% | 1.38% |
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 | AB
VPS Sustainable Global Thematic Portfolio - Class B (formerly known as AB VPS Global Thematic Growth Portfolio - Class B) AllianceBernstein L.P. |
1.13% | 22.57% | 22.11% | 14.95% |
US Equity | American
Funds American High-Income Trust* - Class 2 Capital Research and Management CompanySM |
0.55% | 8.42% | 6.23% | 6.58% |
US Equity | American
Funds Growth Fund - Class 2 Capital Research and Management CompanySM |
0.60% | 21.97% | 19.71% | 25.43% |
International Equity | American
Funds International Fund - Class 2 Capital Research and Management CompanySM |
0.79% | -1.49% | 8.13% | 9.63% |
US Fixed Income | American
Funds U.S. Government Securities Fund* - Class 2 Capital Research and Management CompanySM |
0.47% | -0.62% | 2.29% | 3.30% |
Allocation | Asset
Manager: Growth Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.78% | 13.89% | 12.37% | 10.59% |
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% |
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 100 Portfolio - Class B Brighthouse Investment Advisers, LLC |
0.97% | 18.13% | 14.64% | 12.88% |
Allocation | Brighthouse
Asset Allocation 20 Portfolio* - Class B Brighthouse Investment Advisers, LLC |
0.85% | 3.69% | 5.73% | 5.03% |
Allocation | Brighthouse
Asset Allocation 40 Portfolio - Class B Brighthouse Investment Advisers, LLC |
0.85% | 7.42% | 7.84% | 7.10% |
Allocation | Brighthouse
Asset Allocation 60 Portfolio - Class B Brighthouse Investment Advisers, LLC |
0.88% | 10.90% | 10.18% | 9.20% |
US Equity | Brighthouse
Small Cap Value Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust, and Allspring Global Investments, LLC |
1.06% | 31.77% | 9.82% | 12.17% |
International Equity | Brighthouse/abrdn
Emerging Markets Equity Portfolio - Class B (formerly known as Brighthouse/Aberdeen Emerging Markets Equity Portfolio - Class B) Brighthouse Investment Advisers, LLC Subadviser: Aberdeen Asset Managers Limited |
1.15% | -5.07% | 9.95% | 5.01% |
US Equity | Brighthouse/Artisan
Mid Cap Value Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Artisan Partners Limited Partnership |
1.00% | 26.59% | 10.04% | 10.72% |
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% |
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 | Contrafund
® Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.70% | 27.71% | 20.05% | 16.52% |
International Fixed Income | Emerging
Markets Debt Portfolio* - Class I Morgan Stanley Investment Management Inc. Subadviser: Morgan Stanley Investment Management Limited |
1.10% | -2.02% | 3.82% | 3.86% |
International Equity | Emerging
Markets Equity Portfolio - Class I Morgan Stanley Investment Management Inc. Subadviser: Morgan Stanley Investment Management Company |
1.25% | 2.99% | 9.46% | 5.44% |
US Equity | Equity-Income
Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.61% | 24.83% | 11.84% | 12.42% |
Global Equity | Franklin
Mutual Global Discovery VIP Fund - Class 2 Franklin Mutual Advisers, LLC |
1.23% | 19.13% | 6.42% | 8.47% |
Allocation | Freedom
2020 Portfolio - Initial Class Fidelity Management & Research Company LLC |
0.50% | 9.47% | 10.68% | 9.26% |
Allocation | Freedom
2025 Portfolio - Initial Class Fidelity Management & Research Company LLC |
0.53% | 10.83% | 11.53% | 10.25% |
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% |
US Equity | Goldman
Sachs Small Cap Equity Insights Fund* - Institutional Shares Goldman Sachs Asset Management, L.P. |
0.81% | 23.79% | 11.33% | 12.92% |
US Fixed Income | Government
Money Market Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.23% | 0.01% | 0.93% | 0.51% |
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% |
US Fixed Income | High
Income Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.67% | 4.41% | 5.01% | 5.61% |
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 B Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc. |
1.05% | 6.93% | 18.91% | 16.63% |
US Equity | Invesco
V.I. Comstock Fund - Series II Invesco Advisers, Inc. |
0.99% | 33.04% | 11.12% | 12.59% |
FUND
TYPE |
PORTFOLIO
AND ADVISER/SUBADVISER |
CURRENT
EXPENSES |
AVERAGE
ANNUAL TOTAL RETURNS (as of 12/31/2021) | ||
1
YEAR |
5
YEAR |
10
YEAR | |||
International Equity | Invesco
V.I. EQV International Equity Fund - Series I (formerly known as Invesco V.I. International Growth Fund - Series I) Invesco Advisers, Inc. |
0.89% | 5.89% | 10.17% | 8.09% |
US Fixed Income | Investment
Grade Bond Portfolio - Service Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.49% | -0.79% | 4.23% | 3.44% |
Allocation | Janus
Henderson Balanced Portfolio - Service Shares Janus Henderson Investors US LLC |
0.86% | 16.91% | 14.10% | 11.53% |
US Equity | Janus
Henderson Enterprise Portfolio - Service Shares Janus Henderson Investors US LLC |
0.96% | 16.54% | 18.84% | 16.93% |
US Equity | Janus
Henderson Forty Portfolio - Service Shares Janus Henderson Investors US LLC |
1.02% | 22.60% | 25.27% | 20.00% |
US Equity | Janus
Henderson Research Portfolio - Institutional Shares Janus Henderson Investors US LLC |
0.60% | 20.33% | 21.99% | 17.45% |
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 | JPMorgan
Small Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: J.P. Morgan Investment Management Inc. |
0.75% | 33.01% | 8.60% | 11.45% |
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% |
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 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% |
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 | MetLife
Stock Index Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC |
0.26% | 28.36% | 18.18% | 16.26% |
Global Equity | MFS
® Global Equity Series* - Service Class Massachusetts Financial Services Company |
1.17% | 16.88% | 13.90% | 12.61% |
US Fixed Income | MFS
® High Yield Portfolio* - Service Class Massachusetts Financial Services Company |
0.97% | 3.08% | 4.93% | 5.58% |
US Equity | MFS
® New Discovery Series* - Service Class Massachusetts Financial Services Company |
1.12% | 1.57% | 21.00% | 15.87% |
International Equity | MFS
® Research International Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company |
0.89% | 11.71% | 12.29% | 8.45% |
Allocation | MFS
® Total Return Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company |
0.84% | 13.93% | 9.61% | 9.41% |
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 | Mid
Cap Portfolio - Service Class 2 Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan |
0.86% | 25.31% | 13.32% | 13.00% |
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% |
Alternative | PIMCO
All Asset Portfolio* - Administrative Class Pacific Investment Management Company LLC Subadviser: Research Affiliates, LLC |
1.24% | 16.23% | 8.57% | 6.03% |
Sector | PIMCO
CommodityRealReturn® Strategy Portfolio* - Administrative Class Pacific Investment Management Company LLC |
0.93% | 33.34% | 5.72% | -1.86% |
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
Long-Term U.S. Government Portfolio - Administrative Class Pacific Investment Management Company LLC |
0.66% | -4.78% | 6.14% | 4.19% |
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
Low Duration Portfolio - Administrative Class Pacific Investment Management Company LLC |
0.65% | -0.93% | 1.54% | 1.59% |
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% |
US Equity | Pioneer
Mid Cap Value VCT Portfolio - Class I Amundi Asset Management US, Inc. |
0.75% | 29.67% | 9.20% | 11.20% |
International Equity | Putnam
VT International Value Fund - Class IB Putnam Investment Management, LLC Subadviser: B |
1.12% | 14.94% | 8.09% | 7.01% |
US Equity | Royce
Micro-Cap Portfolio* - Investment Class Royce Investment Partners |
1.33% | 29.98% | 12.97% | 9.24% |
US Equity | Royce
Small-Cap Portfolio* - Investment Class Royce Investment Partners |
1.08% | 28.82% | 6.51% | 8.63% |
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 Large Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc. |
0.53% | 26.30% | 12.02% | 13.57% |
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% |
International Equity | Templeton
Foreign VIP Fund* - Class 1 Templeton Investment Counsel, LLC |
0.86% | 4.44% | 2.97% | 4.27% |
Global Fixed Income | Templeton
Global Bond VIP Fund* - Class 1 Franklin Advisers, Inc. |
0.51% | -4.62% | -0.68% | 1.39% |
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% |
* | The Portfolio is subject to an expense reimbursement or fee waiver arrangement. The annual expenses shown reflect temporary fee reductions. |
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