Metropolitan Life Separate Account E, et al. – ‘485BPOS’ on 4/13/16 – EX-99.(3)(D)(II)

On:  Wednesday, 4/13/16, at 3:40pm ET   ·   Effective:  5/1/16   ·   Accession #:  1193125-16-539926   ·   File #s:  811-04001, 333-176654

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Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Metropolitan Life Separate Account E - Preference    610   3.88M 
                          Premier Post 10/11                                     
 2: EX-99.(3)(D)(II)  Amendment No. 4 to Participation Agreement       5     15K 
                          With American Funds Amendment No. 4 to                 
                          Participation Agreement With American                  
                          Funds                                                  
 3: EX-99.(5)(C)  Form of Variable Annuity Application                28    138K 
 4: EX-99.(5)(D)  Form of Variable Annuity Application - New York     32    137K 
 5: EX-99.10    Consent of Independent Registered Public               1      5K 
                          Accounting Firm (Deloitte & Touche LLP)                
 6: EX-99.13    Powers of Attorney                                    26     80K 

EX-99.(3)(D)(II)   —   Amendment No. 4 to Participation Agreement With American Funds Amendment No. 4 to Participation Agreement With American Funds

EX-99.(3)(D)(II)
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FOURTH AMENDMENT TO THE 
FUND PARTICIPATION AGREEMENT  

This Amendment, dated as of November 19, 2014, amends the Fund        
Participation Agreement (the "Agreement") dated the 30th day of April, 2001, by 
and among METROPOLITAN LIFE INSURANCE COMPANY ("MetLife"), on behalf of itself  
and certain of its separate accounts; AMERICAN FUNDS INSURANCE SERIES (the      
"Series"); 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, MetLife, Series and CRMC desire to amend the Agreement.      

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

 1.   The first and second sentences in Section 4 of the Agreement are deleted
in their entirety and are replaced with the following sentences;  

      The Series agrees to make Class 2 and Class 4 shares of the Funds listed
  on Attachment A hereto available to the Contracts. MetLife agrees to
   give the Series and CRMC at least 30 days' notice prior to adding any
     additional Funds or additional share classes of any Funds as underlying
     investment options to the Contracts. CRMC reserves the right to approve
  any proposed addition by MetLife. MetLife will be entitled to a Rule
      12b-1 service fee to be accrued daily and paid monthly at an annual rate
 of 0.25% of the average daily net assets of the Class 2 and Class 4
  shares of each Fund attributable to the Contracts for as long as the
    Series' Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act
(the "12b-1 plan") for such share class remains in effect.        

2.   The following paragraphs are added to Section 4:                       

During the term of this Agreement, MetLife shall perform the      
    administrative services ("Services") set forth on Attachment B hereto,
   as such exhibit may be amended from time to time by mutual consent of
    the parties, in respect of Separate Accounts holding Class 4 shares of
 each Fund. In consideration of MetLife performing the Services, the
     Series agrees to pay MetLife an administrative services fee of 0.25% of
  the average daily net asset value of all Class 4 shares of the Funds
      held by each Separate Account, payable quarterly, in arrears pursuant to
  an Insurance Administrative Services Plan adopted by the Series. The
     Series shall pay all fees within forty-five (45) days following the end
    of each calendar quarter for fees accrued during that quarter. The fee
  will be calculated as the product of (a) the average daily net asset
   value of all Class 4 shares, as applicable, of the Funds held by each
Separate Account during the quarter; (b) the number of days in the
      quarter; and (c) the quotient of 0.0025 divided by 365. The Series shall
not be responsible for payment of fees for Services more than six 
(6) months in arrears in respect of accounts that were not timely 
 identified by Company as eligible for compensation pursuant to this
  Agreement. CRMC will evaluate periodically MetLife's service levels,
including compliance with established                             

EX-99.(3)(D)(II)
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     NSCC guidelines, transaction errors, compliance with the prospectus and
 complaints from Contract owners, in determining whether to continue
making payments under the Insurance Administrative Services Plan. 
MetLife represents to the Series and CRMC that it will not receive
 compensation for the Services from contractholder fees or any other
source.                                                           

 MetLife, directly or through subcontractors (including a designated
affiliate), shall provide the certain services described in this  
 Agreement in respect of Separate Accounts holding Class 2 shares on
     behalf of CRMC or any of its affiliates in connection with the sale and
   servicing of the Contracts. The services to be provided by MetLife to
its Separate Accounts include, (i) mailing and otherwise making   
 available to Contractholders, shareholder communications including,
     without limitation, prospectuses, proxy materials, shareholder reports,
      unaudited semi-annual and audited annual financial statements, and other
notices; (ii) handling general questions regarding the Funds from 
Contractholders including, without limitation, advising as to     
performance, yield being earned, dividends declared, and providing
   assistance with other questions concerning the Funds; (iii) preparing
 and mailing periodic account statements showing the total number of
     Separate Account units owned by the Contractholder in that account, the
value of such units, and purchases, redemptions, dividends, and   
      distributions in the account during the period covered by the statement;
 and (iv) preparing and mailing IRS Form 1099-R, IRS Form W-2 and/or
      other IRS forms as required by applicable Internal Revenue Service rules
      and regulations. Administrative services to Contractholders shall be the
      responsibility of MetLife and shall not be the responsibility of CRMC or
any of its affiliates.                                            

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

4.   Attachment B hereto is added to the Agreement.                         

EX-99.(3)(D)(II)
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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, the parties hereto have executed and delivered this         
Amendment as of the date first above written.                                   

                           METROPOLITAN LIFE INSURANCE COMPANY
                              (ON BEHALF OF ITSELF AND EACH ACCOUNT)

                  By:  /s/ Gregory E. Illson
                                       -------------------------------------
                 Name:   Gregory E. Illson
             Title: Vice President

                       AMERICAN FUNDS INSURANCE SERIES

                  By:  /s/ Michael J. Downer
                                       -------------------------------------
                Name:  Michael J. Downer
                       Title: Executive Vice President

            CAPITAL RESEARCH AND
          MANAGEMENT COMPANY

                  By:  /s/ Michael J. Downer
                                       -------------------------------------
                Name:  Michael J. Downer
                                  Title: Senior Vice President and Secretary

                                              Approved for Signature  [MCJT]
                                     by CRMC Legal Dept.

EX-99.(3)(D)(II)
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ATTACHMENT A  

AMERICAN FUNDS INSURANCE SERIES FUNDS 

Class 2:                                                                        
--------                                                                        

.  Global Small Capitalization Fund                                         
.  Growth Fund                                                              
.  Growth-Income Fund                                                       
.  Bond Fund                                                                
.  Global Growth Fund                                                       
.  International Fund                                                       
.  U.S. Government/AAA Rated Securities Fund                                
.  High-Income Bond Fund                                                    
.  New World Fund                                                           

Class 4:                                                                        
--------                                                                        
.  Global Small Capitalization Fund                                         

EX-99.(3)(D)(II)
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ATTACHMENT B  

ADMINISTRATIVE SERVICES 

1.    Periodic Reconciliation. MetLife shall provide the Funds with sufficient  
-----------------------                                             
information to allow for the periodic reconciliation of outstanding units of    
MetLife separate accounts and shares of the Funds.                              

2.    Record Maintenance. To facilitate the reconciliation activities described 
------------------                                                  
in Section 4, MetLife shall maintain with respect to each Separate Account      
holding the Funds' Class 4 shares and each Contract owner for whom such shares  
are beneficially owned the following records:                                   

a. Number of shares;                                                
b. Date, price and amount of purchases and redemptions (including   
        dividend reinvestments) and dates and amounts of dividends paid for at
least the current year to date;                               
c. Name and address and taxpayer identification numbers;            
d. Records of distributions and dividend payments; and              
e. Any transfers of shares.                                         

3.    Fund Information. MetLife shall respond to inquiries from Contract owners 
----------------                                                    
regarding the Funds, including questions about the Funds' objectives and        
investment strategies.                                                          

4.    Shareholder Communications. MetLife shall provide for the delivery of     
--------------------------                                          
certain Fund-related materials as required by applicable law or as requested by 
Contract owners. The Fund related materials shall consist of updated            
prospectuses and any supplements and amendments thereto, statements of          
additional information, annual and other periodic reports, proxy or information 
statements and other appropriate shareholder communications. MetLife shall      
respond to inquiries from Contract owners relating to the services provided by  
it and inquiries relating to the Funds.                                         

5.    Transactional Services. MetLife shall (a) communicate to the Funds'       
----------------------                                              
transfer agent, purchase, redemption and exchange orders; and (b) communicate   
to the Separate Accounts and Contract owners, mergers, splits and other         
reorganization activities of the Funds.                                         

6.    Other Information. MetLife shall provide to the Separate Accounts and     
-----------------                                                   
Contract owners such other information as shall be required under applicable    
law and regulations.                                                            

Dates Referenced Herein

				Referenced-On Page
This ‘485BPOS’ Filing		Date		First		Last			Other Filings
Effective on:		5/1/16							None on these Dates
Filed on:		4/13/16
		11/19/14		1
									List all Filings

62 Subsequent Filings that Reference this Filing

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

 4/25/24  Metropolitan Life Sep Account E   485BPOS     4/29/24    6:5.8M                                   Donnelley … Solutions/FA
 4/25/24  Metropolitan Life Sep Account E   485BPOS     4/29/24    6:5.8M                                   Donnelley … Solutions/FA
 4/23/24  Metropolitan Life Sep Account UL  485BPOS     4/29/24   17:6.6M                                   Donnelley … Solutions/FA
 4/23/24  Metropolitan Life Sep Account UL  485BPOS     4/29/24    5:2.7M                                   Donnelley … Solutions/FA
 4/23/24  Metropolitan Life Sep Account UL  485BPOS     4/29/24    6:3.3M                                   Donnelley … Solutions/FA
 4/23/24  Metropolitan Life Sep Account UL  485BPOS     4/29/24    5:2.9M                                   Donnelley … Solutions/FA
 4/23/24  Paragon Separate Account A        485BPOS     4/29/24   12:5M                                     Donnelley … Solutions/FA
 4/23/24  Paragon Separate Account B        485BPOS     4/29/24   18:14M                                    Donnelley … Solutions/FA
 4/23/24  Paragon Separate Account B        485BPOS     4/29/24   21:17M                                    Donnelley … Solutions/FA
 4/22/24  Metropolitan Life Sep Account E   485BPOS     4/29/24    5:5.2M                                   Donnelley … Solutions/FA
 4/22/24  Metropolitan Life Sep Account E   485BPOS     4/29/24    5:2.9M                                   Donnelley … Solutions/FA
 4/22/24  Metropolitan Life Sep Account E   485BPOS     4/29/24   12:5.7M                                   Donnelley … Solutions/FA
 4/22/24  Metropolitan Life Sep Account E   485BPOS     4/29/24   14:14M                                    Donnelley … Solutions/FA
 4/22/24  Metropolitan Life Sep Account E   485BPOS     4/29/24   16:16M                                    Donnelley … Solutions/FA
 2/08/24  Metropolitan Life Sep Account E   485APOS                1:4.6M                                   Donnelley … Solutions/FA
 2/08/24  Metropolitan Life Sep Account E   485APOS                1:4.9M                                   Donnelley … Solutions/FA
 4/20/23  Metropolitan Life Sep Account E   485BPOS     5/01/23   11:15M                                    Donnelley … Solutions/FA
 4/20/23  Metropolitan Life Sep Account E   485BPOS     5/01/23    2:4.2M                                   Donnelley … Solutions/FA
 4/20/23  Metropolitan Life Sep Account E   485BPOS     5/01/23    9:9.1M                                   Donnelley … Solutions/FA
 4/20/23  Metropolitan Life Sep Account E   485BPOS     5/01/23    2:4.5M                                   Donnelley … Solutions/FA
 4/20/23  Metropolitan Life Sep Account E   485BPOS     5/01/23    2:2.1M                                   Donnelley … Solutions/FA
 4/20/23  Metropolitan Life Sep Account E   485BPOS     5/01/23    9:5.8M                                   Donnelley … Solutions/FA
 4/19/23  Metropolitan Life Sep Account UL  485BPOS     5/01/23    9:6.1M                                   Donnelley … Solutions/FA
 4/19/23  Metropolitan Life Sep Account UL  485BPOS     5/01/23    2:1.9M                                   Donnelley … Solutions/FA
 4/19/23  Metropolitan Life Sep Account UL  485BPOS     5/01/23    2:2.2M                                   Donnelley … Solutions/FA
 4/19/23  Metropolitan Life Sep Account UL  485BPOS     5/01/23    2:2M                                     Donnelley … Solutions/FA
 4/19/23  Paragon Separate Account A        485BPOS     5/01/23   10:4.8M                                   Donnelley … Solutions/FA
 4/19/23  Paragon Separate Account B        485BPOS     5/01/23   16:18M                                    Donnelley … Solutions/FA
 4/19/23  Paragon Separate Account B        485BPOS     5/01/23   14:13M                                    Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    7:8.6M                                   Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    4:5.2M                                   Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    5:4.8M                                   Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    4:5.2M                                   Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    4:5.6M                                   Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    4:3.3M                                   Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    7:3.8M                                   Donnelley … Solutions/FA
 4/20/22  Metropolitan Life Sep Account UL  485BPOS     5/01/22    9:2.2M                                   Donnelley … Solutions/FA
 4/20/22  Metropolitan Life Sep Account UL  485BPOS     5/01/22    4:1.4M                                   Donnelley … Solutions/FA
 4/20/22  Metropolitan Life Sep Account UL  485BPOS     5/01/22    6:1.9M                                   Donnelley … Solutions/FA
 4/20/22  Metropolitan Life Sep Account UL  485BPOS     5/01/22    4:1.6M                                   Donnelley … Solutions/FA
 4/20/22  Paragon Separate Account A        485BPOS     5/01/22    5:3M                                     Donnelley … Solutions/FA
 4/20/22  Paragon Separate Account B        485BPOS     5/01/22   13:8.3M                                   Donnelley … Solutions/FA
 4/20/22  Paragon Separate Account B        485BPOS     5/01/22   10:6.6M                                   Donnelley … Solutions/FA
 4/29/21  Metropolitan Life Sep Account UL  485BPOS     4/30/21    3:1.6M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account E   485BPOS     4/30/21    2:4M                                     Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account E   485BPOS     4/30/21    3:2.4M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account E   485BPOS     4/30/21    5:3.6M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account E   485BPOS     4/30/21    5:7.4M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account E   485BPOS     4/30/21    2:2.1M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account UL  485BPOS     4/30/21    2:1.2M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account UL  485BPOS     4/30/21    3:1.6M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account UL  485BPOS     4/30/21    2:1.1M                                   Donnelley … Solutions/FA
 4/28/21  Paragon Separate Account A        485BPOS     4/30/21    4:2.4M                                   Donnelley … Solutions/FA
 4/28/21  Paragon Separate Account B        485BPOS     4/30/21    7:5.6M                                   Donnelley … Solutions/FA
 4/28/21  Paragon Separate Account B        485BPOS     4/30/21    9:7.4M                                   Donnelley … Solutions/FA
 2/26/21  Metropolitan Life Sep Account E   485APOS¶    2/26/21    3:1.2M                                   Donnelley … Solutions/FA
 2/22/21  Metropolitan Life Sep Account E   485APOS¶    2/22/21    2:919K                                   Donnelley … Solutions/FA
 2/16/21  Metropolitan Life Sep Account E   485APOS                1:1.2M                                   Donnelley … Solutions/FA
 2/09/21  Paragon Separate Account B        485APOS                2:1.2M                                   Donnelley … Solutions/FA
 2/08/21  Metropolitan Life Sep Account UL  485APOS¶    2/08/21    3:1.1M                                   Donnelley … Solutions/FA
 2/04/21  Metropolitan Life Sep Account E   485APOS                1:2.3M                                   Donnelley … Solutions/FA
11/20/20  Metropolitan Life Sep Account UL  485APOS¶   11/20/20    2:859K                                   Donnelley … Solutions/FA