EIGHTH AMENDMENT TO THE
PARTICIPATION AGREEMENT
This Amendment, dated as of May 15, 2015, amends the Participation
Agreement (the "Agreement") dated the 1st day of October, 1999, by and among
METLIFE INSURANCE COMPANY USA (fka MetLife Insurance Company of Connecticut,
"Insurance Company"), on behalf of itself and certain of its separate accounts;
AMERICAN FUNDS INSURANCE SERIES ("AFIS"); AMERICAN FUNDS DISTRIBUTORS, INC.
("AFD"); and CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"). All capitalized
terms used herein and not otherwise defined shall have the meaning ascribed such
terms in the Agreement.
WHEREAS, the Agreement provides for a marketing expense allowance to be
paid to AFD by Insurance Company; and
WHEREAS, the parties desire to amend the Agreement to eliminate the
marketing expense allowance;
NOW, THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
Insurance Company, AFIS, AFD and CRMC hereby agree as follows effective
retroactively as of April 1, 2013:
1. The second paragraph of Section 19 of the Agreement is deleted in its
entirety and Insurance Company shall be under any further obligation to
pay the marketing expense allowance to AFD.
Except as expressly supplemented, amended or consented to hereby, all of the
representations and conditions of the Agreement will remain unamended and will
continue to be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
METLIFE INSURANCE COMPANY USA (ON BEHALF AMERICAN FUNDS DISTRIBUTORS, INC.
OF ITSELF AND EACH ACCOUNT)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Secretary
AMERICAN FUNDS INSURANCE SERIES CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and Title: Senior Vice President and
Principal Executive Officer Secretary
Approved for Signature [MCJT]
by CRMC Legal Dept.