AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between DWS Variable Series II (the "Fund"), DWS Investments
Distributors, Inc. (formerly, DWS Xxxxxxx Distributors, Inc.) (the
"Underwriter"), Deutsche Investment Management Americas Inc. (the "Adviser"),
and Metropolitan Life Insurance Company, MetLife Insurance Company of
Connecticut and MetLife Investors USA Insurance Company (collectively, the
"Company"), respectively, is effective the 30th day of April 2010. All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the respective Agreements.
WHEREAS, the Fund and the Company agree to distribute the prospectuses of
the Portfolios of the Fund pursuant to Rule 498 of the Securities Act of 1933
("Rule 498"); and
WHEREAS, the parties desire to set out the roles and responsibilities for
complying with Rule 498 and other applicable laws.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending to be legally bound, the Agreement is hereby amended as
follows:
1. For purposes of this Amendment, the terms Summary Prospectus and
Statutory Prospectus shall have the same meaning as set forth in Rule
498.
2. The Fund or its designee shall provide the Company, upon request, with
copies of the Summary Prospectuses and any Supplements thereto in the
same manner and at the same times as the Participation Agreement
requires that the Fund provide the Company with Statutory
Prospectuses.
3. The Fund and the Adviser each represents and warrants that the Summary
Prospectuses and the hosting of such Summary Prospectuses will comply
with the requirements of Rule 498 applicable to the Fund and its
Portfolios. The Fund further represents and warrants that it has
appropriate policies and procedures in place to ensure that such web
site continuously complies with Rule 498.
4. The Fund and the Adviser each agrees that the URL indicated on each
Summary Prospectus will lead contract owners directly to the web page
used for hosting Summary Prospectuses, that such web page will contain
the current Fund documents required to be posted in compliance with
Rule 498. The Fund shall use its best efforts to promptly notify the
Company of any unexpected interruptions in the availability of this
web page that is in violation of Rule 498.
5. The Fund and the Adviser represent and warrant that they will be
responsible for compliance with the provisions of Rule 498(f)(1)
involving
contract owner requests for additional Fund documents made directly to
the Fund, the Adviser or one of their affiliates. The Fund and the
Adviser further represent and warrant that any information obtained
about contract owners will be used solely for the purposes of
responding to requests for additional Fund documents.
6. The Company represents and warrants that it will be responsible for
compliance with the provisions of Rule 498(f)(1) involving contract
owner requests for additional Fund documents made directly to the
Company or one of its affiliates.
7. Company represents and warrants that any bundling of Summary
Prospectuses and Statutory Prospectuses will be done in compliance
with Rule 498.
8. At the Company's request, the Fund and the Adviser will provide the
Company with URLs to the Fund's current documents for use with the
Company's electronic delivery of fund documents or on the Company's
website. The Fund and the Adviser will be responsible for ensuring the
integrity of the URLs and for maintaining the Fund's current documents
on the site to which such URLs originally navigate.
9. The Fund and the Adviser represent and warrant that they will use
commercially reasonable efforts to employ procedures consistent with
industry practices designed to reduce exposure to viruses.
10. If the Fund determines that it will end its use of the Summary
Prospectus delivery option, the Fund and the Adviser will use its best
efforts to provide the Company with at least 60 days' advance notice
of its intent.
11. The parties agree that all other provisions of the Participation
Agreement, including the Indemnification provisions, will apply to the
terms of this Amendment as applicable.
12. The parties agree that the Company is not required to distribute
Summary Prospectuses to its contract owners, but rather use of the
Summary Prospectus will be at the discretion of the Company. The
Company agrees that it will give the Fund and the Adviser prompt and
sufficient notice of its intended use of the Summary Prospectuses or
the Statutory Prospectus.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and behalf by its duly authorized officer.
DSW VARIABLE SERIES II
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Its: Secretary
DWS INVESTMENTS DISTRIBUTORS, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Its: Managing Director
DWS INVESTMENTS DISTRIBUTORS, INC.
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Its: CEO
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Its: COO
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Its: Director
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
----------------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
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Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
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Name: Xxxx X. XxXxxxx
Its: Vice President
