FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
FOURTH AMENDMENT TO
This Fourth Amendment to Participation Agreement (“Amendment”) is entered into by and among Franklin Distributors, LLC (formerly known as ▇▇▇▇ ▇▇▇▇▇ Investor Services, LLC) (the “Distributor”), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fund Adviser, LLC (formerly known as ▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor, LLC) (the “Adviser”), ▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust and ▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust (each a “Fund”, collectively the “Funds”) and Brighthouse Life Insurance Company (the “Company”), collective (the “Parties”).
WHEREAS, the Parties entered into a Participation Agreement dated January 1, 2009, as amended, (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement;
WHEREAS, effective July 7, 2021, the Distributor changed its name from ▇▇▇▇ ▇▇▇▇▇ Investor Services, LLC to Franklin Distributors, LLC;
WHEREAS, the Parties desire to amend the Agreement to add ▇▇▇▇ ▇▇▇▇▇ Partners Income Trust and ▇▇▇▇ ▇▇▇▇▇ Global Asset Management Trust (each a “Fund”, and together with ▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust and ▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust, the “Funds”), each as a Party to the Agreement.
WHEREAS, the Parties desire to amend Schedule B of the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the Parties agree as follows:
| 1. | All references in the Agreement to ▇▇▇▇ ▇▇▇▇▇ Investor Services, LLC shall be replaced with Franklin Distributors, LLC; |
| 2. | Each and all reference in the Agreement and any amendment thereto, to the “Fund” or “Funds” hereby means ▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust, ▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust, ▇▇▇▇ ▇▇▇▇▇ Partners Income Trust and ▇▇▇▇ ▇▇▇▇▇ Global Asset Management Trust. |
| 3. | Each reference in the Agreement and any amendment thereto, to the “Parties” hereby means the Funds, the Distributor and the Company. |
| 4. | Schedule B of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule B of this Amendment. |
| 5. | The following replaces the address for the Distributor set forth in ARTICLE X. Notices: |
If to the Distributor:
Franklin Distributors, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Stamford, CT 06902
Attn: Intermediary Client Onboarding
Email: ▇▇_▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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If to the Company:
Brighthouse Life Insurance Company
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Charlotte, NC 28277
Attn: Legal Department
If to the Adviser:
Franklin ▇▇▇▇▇▇▇▇▇ Fund Adviser, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
New York, NY 10017
Attn: Legal Department
6. Other Terms. Other than the foregoing, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are ratified and confirmed in all respects by the parties to this Amendment.
For the purpose of referring to this Amendment, the date of this Amendment shall be February 25, 2025.
| Franklin Distributors, LLC | Brighthouse Life Insurance Company | |||||||
| By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇ | Name: ▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Title: Head of Business Administration | Title: Vice President | |||||||
| Date: 2/28/2025 | Date: February 25, 2025 | |||||||
| Franklin ▇▇▇▇▇▇▇▇▇ Fund Adviser, LLC | ▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust | |||||||
| By: /s/ ▇▇▇▇ Trust | By: /s/ ▇▇▇▇ ▇▇▇▇▇ | |||||||
| Name: ▇▇▇▇ Trust | Name: | ▇▇▇▇ ▇▇▇▇▇ | ||||||
| Title: President & CEO | Title: President & CEO | |||||||
| Date: 2/28/2025 | Date: 2/28/2025 | |||||||
| ▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust | ||||
| By: /s/▇▇▇▇ Trust | ||||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||||
| Title: President & CEO | ||||
| Date: 2/28/2025 | ||||
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| ▇▇▇▇ ▇▇▇▇▇ Partners Income Trust | ▇▇▇▇ ▇▇▇▇▇ Global Asset Management Trust | |||||||
| By: /s/ ▇▇▇▇ Trust | By: /s/ ▇▇▇▇ ▇▇▇▇▇ | |||||||
| Name: ▇▇▇▇ Trust | Name: ▇▇▇▇ ▇▇▇▇▇ | |||||||
| Title: President & CEO | Title: President & CEO | |||||||
| Date: 2/28/2025 | Date: 2/28/2025 | |||||||
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SCHEDULE A
Separate Accounts and Associated Contracts
| Separate Accounts | Products | |
| Brighthouse Separate Account Eleven for Variable Annuities | Gold Track | |
| Gold Track Select | ||
| Gold Track Select - NY | ||
| Marquis Portfolios | ||
| Brighthouse Access | ||
| Brighthouse Access Select | ||
| Brighthouse Retirement Account | ||
| Pioneer AnnuiStar | ||
| Pioneer AnnuiStar Flex | ||
| Pioneer AnnuiStar Plus | ||
| Pioneer AnnuiStar Value | ||
| Portfolio Architect | ||
| Portfolio Architect II | ||
| Portfolio Architect 3 | ||
| Portfolio Architect Access | ||
| Portfolio Architect L | ||
| Portfolio Architect Plus | ||
| Portfolio Architect Select | ||
| Portfolio Architect XTRA | ||
| Premier Advisers | ||
| Premier Advisers - Class II | ||
| Premier Advisers (Series II) | ||
| Premier Advisers II | ||
| Premier Advisers Ill | ||
| Premier Advisers Ill (Series II) | ||
| Premier Advisers AssetManager | ||
| Premier Advisers L | ||
| Premier Advisers L- Series II | ||
| PrimElite Annuity | ||
| PrimElite II Annuity | ||
| Universal Annuity | ||
| Universal Select Annuity | ||
| Universal Annuity Advantage | ||
| Vintage Access | ||
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| Vintage Annuity | ||
| Vintage II | ||
| Vintage II- Series II | ||
| Vintage 3 | ||
| Vintage L | ||
| Vintage XTRA | ||
| Vintage XTRA- Series II | ||
| Brighthouse Separate Account QPN for Variable Annuities | I Blue Print I Unregistered | |
| Blue Print II Unregistered | ||
| Brighthouse Retirement | ||
| Perspectives | ||
| Prime Builder I Unregistered | ||
| Prime Builder II Unregistered | ||
| Unallocated Group | ||
| Unregistered Gold Track | ||
| Unregistered Gold Track - VSP | ||
| Unregistered Gold Track Express | ||
| Brighthouse Fund UL for Variable Life Insurance | Invest | |
| Marketlife | ||
| Brighthouse Variable Life | ||
| Brighthouse Variable Life | ||
| Accumulator | ||
| Brighthouse Variable Life | ||
| Accumulator Series 2 | ||
| Brighthouse Variable Life | ||
| Accumulator Series 3 | ||
| Brighthouse Variable Survivorship | ||
| Life | ||
| Brighthouse Variable Survivorship | ||
| Life II | ||
| VintageLife | ||
| Brighthouse Fund UL Ill for Variable Life Insurance | Corporate Owned VUL I | |
| Corporate Owned VUL 2000 | ||
| Corporate Owned VUL Ill | ||
| Corporate Owned VUL IV | ||
| Corporate Select Policy | ||
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| Brighthouse Separate Account CPPVUL1 | COLI PPVUL1 Unregistered | |
| Brighthouse Separate Account A | Marquis Portfolios (BLIC) | |
| Pioneer PRISM | ||
| Pioneer PRISM L | ||
| Pioneer PRISM XC | ||
| PrimElite Ill | ||
| PrimElite IV | ||
| Prime Options | ||
| Vintage L (BLIC) | ||
| Vintage XC | ||
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SCHEDULE B
PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
All Funds shall pay 12b-1 fees in the amount as stated in each Fund’s then current prospectus.
| ▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust | ||||||
| Fund Name | Class | CUSIP | 12b-1 Fees (per then Current Prospectus) | |||
| ClearBridge Variable Growth Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ClearBridge Variable Growth Portfolio | II | ▇▇▇▇▇▇▇▇▇ | 25bps | |||
| ClearBridge Variable Appreciation Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ClearBridge Variable Appreciation Portfolio | II | ▇▇▇▇▇▇▇▇▇ | 25bps | |||
| ClearBridge Variable Dividend Strategy Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ClearBridge Variable Dividend Strategy Portfolio | II | ▇▇▇▇▇▇▇▇▇ | 25bps | |||
| ClearBridge Variable Large Cap Growth Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ClearBridge Variable ▇▇▇▇▇ Cap Value Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ClearBridge Variable Mid Cap Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ClearBridge Variable Small Cap Growth Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ClearBridge Variable Small Cap Growth Portfolio | II | ▇▇▇▇▇▇▇▇▇ | 25bps | |||
| Franklin Multi-Asset Variable Conservative Growth Fund | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| Franklin Multi-Asset Variable Growth Fund | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| Franklin Multi-Asset Variable Moderate Growth Fund | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust | ||||||
| Fund Name | Class | CUSIP | 12b-1 Fees (per then Current Prospectus) | |||
| Western Asset Variable Global High Yield Bond Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| Western Asset Variable Global High Yield Bond Portfolio | II | ▇▇▇▇▇▇▇▇▇ | 25bps | |||
| Western Asset Core Plus VIT Portfolio | I | ▇▇▇▇▇▇▇▇▇ | 0bps | |||
| ▇▇▇▇ ▇▇▇▇▇ Global Asset Management Trust | ||||||
| Fund Name | Class | CUSIP | 12b-1 Fees (per then Current Prospectus) | |||
| ClearBridge Small Cap Fund | A | ▇▇▇▇▇▇▇▇▇ | 25bps | |||
| ▇▇▇▇ ▇▇▇▇▇ Partners Income Trust | ||||||
| Fund Name | Class | CUSIP | 12b-1 Fees (per then Current Prospectus) | |||
| Western Asset Corporate Bond Fund | A | ▇▇▇▇▇▇▇▇▇ | 25bps |
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