Metlife Investors USA Separate Account A, et al. – ‘N-4’ on 11/14/14 – EX-99.8(III)(C)

On:  Friday, 11/14/14, at 6:12pm ET   ·   As of:  11/17/14   ·   Accession #:  1193125-14-413565   ·   File #s:  811-03365, 333-200250

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Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-4         Metlife Investors Usa Separate Account A - Marquis   691   3.85M 
                          Portfolios                                             
 2: EX-99.1(II)  Mli Usa Board Resolutions and Plan of Merger          9     32K 
 3: EX-99.1(III)  Micc Board Resolutions                               2     13K 
14: EX-99.10    Consent of Independent Registered Public               1     10K 
                          Accounting Firm (Deloitte & Touche LLP)                
15: EX-99.13    Powers of Attorney                                    15     71K 
 4: EX-99.3(I)(B)  Amendment to Distribution and Principal             2     13K 
                          Underwriter Agreement                                  
 5: EX-99.4(XXXI)  Merger Endorsement                                  1     10K 
 6: EX-99.4(XXXII)  Non-Qualified Annuity Endorsement                  2     12K 
 7: EX-99.6(I)  Copy of Certificate of Incorporation and Amendment     5     20K 
 8: EX-99.6(II)  Copy of By-Laws of the Company                       15     52K 
 9: EX-99.8(I)(D)  Amendment to Participation Agreement With Met       4     16K 
                          Investors Series Trust                                 
10: EX-99.8(III)(C)  Amendment to Participation Agreement With         5     19K 
                          American Funds Insurance Series                        
11: EX-99.8(IV)(E)  Amendment to Participation Agreement With         10     32K 
                          Franklin Templeton Variable Insurance                  
12: EX-99.8(V)(C)  Amendment to Participation Agreement Legg Mason     7     29K 
                          Partners Variable Equity Trust                         
13: EX-99.9     Opinion of Counsel                                     2     13K 

EX-99.8(III)(C)   —   Amendment to Participation Agreement With American Funds Insurance Series

EX-99.8(III)(C)
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AMENDMENT NO. 7 TO THE
PARTICIPATION AGREEMENT DATED OCTOBER 1, 1999 

This amendment to the Participation Agreement (the "Agreement") by and
among MetLife Insurance Company of Connecticut, on behalf of itself and certain 
of its segregated asset accounts ("Accounts"), American Funds Insurance Series, 
American Funds Distributors, Inc. and Capital Research and Management Company,  
is executed as of October  28, 2014 and effective as of November 17, 2014.      

WHEREAS, following the close of business on November 14, 2014, MetLife
Insurance Company of Connecticut will be renamed MetLife Insurance Company USA  
("MetLife USA");                                                                

WHEREAS, following the close of business on November 14, 2014, MetLife
Investors Insurance Company and MetLife Investors USA Insurance Company         
("MetLife USA's Affiliates) will merge into MetLife USA and the segregated asset
accounts and variable annuity and variable life insurance contracts of MetLife  
USA's Affiliates will become Accounts and Contracts of MetLife USA;             

WHEREAS, on November 9, 2009, MetLife Insurance of Connecticut merged 
several of its Accounts;                                                        

     WHEREAS, the parties desire to amend the Agreement to update the address of
MetLife USA in Paragraph 21;                                                    

    WHEREAS, the parties desire to revise the list of Contracts in Appendix A,
the list of Accounts in Appendix B, and the list of Funds in Appendix C to      
reflect the merger of MetLife USA's Affiliates into MetLife USA and to reflect  
the prior mergers of several of the Accounts;                                   

NOW THEREFORE, in consideration of the foregoing and of the mutual    
covenants and conditions set forth herein and for other good and valuable       
consideration, each of the parties amends the Agreement as follows:             

1.   Paragraph 21 is amended to read, in relevant part, as follows:   

"IF TO METLIFE USA:                                         
MetLife                                           
One Financial Center, 20th Floor                  
Boston, MA 02111                                  
Attn: Law Department"                             

2.   Appendix A of the Agreement is hereby deleted in its entirety and
replaced with Appendix A attached hereto.                   

3.   Appendix B of the Agreement is hereby deleted in its entirety and
replaced with Appendix B attached hereto.                   

4.   Appendix C of the Agreement is hereby deleted in its entirety and
replaced with Appendix C attached hereto.                   

EX-99.8(III)(C)
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  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, each of the parties hereto has caused this Amendment
No. 7 to the Agreement to be executed in its name and on its behalf by and      
through their duly authorized officers signing below.                           

                         AMERICAN FUNDS INSURANCE SERIES

                    By: /s/ Steven I. Koszalka
                                      ------------------------------------
                  Name: Steven I. Koszalka
        Its: Secretary

                                 CAPITAL RESEARCH AND MANAGEMENT COMPANY

                   By: /s/ Walter R. Burkley
                                      ------------------------------------
                 Name: Walter R. Burkley
                     Its:  Senior Vice President

                           AMERICAN FUNDS DISTRIBUTORS, INC.

                   By: /s/ Timothy W. McHale
                                      ------------------------------------
                 Name: Timothy W. McHale
         Its:  Secretary

                                  METLIFE INSURANCE COMPANY OF CONNECTICUT
                                  (TO BE RENAMED METLIFE INSURANCE COMPANY
                      USA AS OF NOVEMBER 14, 2014)
                                (ON BEHALF OF THE ACCOUNTS AND ITSELF)

                  By: /s/ Karen A. Johnson
                                      ------------------------------------
                Name: Karen A. Johnson
             Its: Vice President

EX-99.8(III)(C)
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Appendix A
----------

REPRESENTATIVE CONTRACTS:                                                       

                                                                [Download Table]

ANNUITIES                           LIFE                                          
                                                                                  
Blue Print I Unregistered           COLI PPVUL                                    
Blue Print II Unregistered          COLI I                                        
Gold Track                          COLI 2000                                     
Gold Track Select                   COLI Select                                   
Gold Track Select - NY Plans        COLI III                                      
Marquis Portfolios                  COLI IV                                       
MetLife Access                      MetLife Variable Life                         
MetLife Retirement Account          MetLife Variable Life Accumulator             
MetLife Retirement Perspectives     MetLife Variable Life Accumulator (Series 2)  
Portfolio Architect                 MetLife Variable Life Accumulator (Series III)
Portfolio Architect Access          MetLife Variable Survivorship Life II         
Portfolio Architect II              Equity Advantage VUL                          
Portfolio Architect L                                                             
Portfolio Architect Plus                                                          
Portfolio Architect XTRA                                                          
Portfolio Architect 3                                                             
Prime Builder I Unregistered                                                      
Prime Builder II Unregistered                                                     
PrimElite                                                                         
PrimElite II                                                                      
Unallocated Group Variable Annuity                                                
Unregistered Gold Track                                                           
Unregistered Gold Track Express                                                   
Unregistered Gold Track - VSP                                                     
Vintage                                                                           
Vintage Access                                                                    
Vintage II                                                                        
Vintage II (Series II)                                                            
Vintage L                                                                         
Vintage XTRA                                                                      
Vintage XTRA (Series II)                                                          
Vintage 3                                                                         
Class A                                                                           
Class B                                                                           
Flexible Bonus                                                                    
Flexible Value                                                                    
Marquis Portfolios (MLI USA)                                                      
PrimElite III                                                                     
PrimElite IV                                                                      
Retirement Companion                                                              
SecurAnnuity                                                                      
Series O                                                                          
Smart Choice                                                                      
Ultimate                                                                          
Vintage L (MLI USA)                                                               
Vintage XC                                                                        
Investment Portfolio Architect                                                    

EX-99.8(III)(C)
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Appendix B            
----------            

MetLife of CT Fund UL for Variable Life Insurance                     
MetLife of CT Fund UL III for Variable Life Insurance                 
MetLife of CT Separate Account CPPVUL1                                
MetLife of CT Separate Account Eleven for Variable Annuities          
MetLife of CT Separate Account QPN for Variable Annuities             
MetLife Investors Variable Annuity Account One                        
MetLife Investors USA Separate Account A                              
MetLife Investors USA Variable Life Account A                         

EX-99.8(III)(C)
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APPENDIX C

American Variable Insurance Series:                                             
-----------------------------------                                             

o    Bond Fund - Class 2                                              

o    Global Growth Fund - Class 2                                     

o    Global Small Capitalization Fund - Class 2 and Class 4           

o    Growth Fund - Class 2                                            

o    Growth-Income Fund - Class 2                                     

o    High-Income Bond Fund - Class 2                                  

o    International Fund - Class 2                                     

o    New World Fund - Class 2                                         

o    U.S. Government/AAA-Rated Securities Fund - Class 2              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-4’ Filing		Date		First		Last			Other Filings
Filed as of:		11/17/14		1					N-4
Filed on:		11/14/14		1		2			485APOS,  N-4
		10/28/14		1
		11/9/09		1
		10/1/99		1
									List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/11/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:3.3M                                   Donnelley … Solutions/FA
 4/10/24  Brighthouse Separate Account A    485BPOS     4/29/24    9:11M                                    Donnelley … Solutions/FA
 4/14/23  Brighthouse Separate Account A    485BPOS     5/01/23    4:3.5M                                   Donnelley … Solutions/FA
 4/12/23  Brighthouse Separate Account A    485BPOS     5/01/23   12:9.2M                                   Donnelley … Solutions/FA
 4/18/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:2.4M                                   Donnelley … Solutions/FA
 4/13/22  Brighthouse Separate Account A    485BPOS     4/29/22    9:2.8M                                   Donnelley … Solutions/FA
 4/15/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:6.4M                                   Donnelley … Solutions/FA
 4/14/21  Brighthouse Separate Account A    485BPOS     4/30/21    4:2.7M                                   Donnelley … Solutions/FA