AMENDMENT TO
PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between AIM Variable Insurance Funds (Invesco Variable
Insurance Funds) ("AVIF"), Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc. and A I M Distributors, Inc.) ("Invesco"), and
Metropolitan Life Insurance Company, MetLife Insurance Company of Connecticut,
MetLife Investors USA Insurance Company, MetLife Investors Insurance Company,
MetLife Investors Insurance Company of California, First MetLife Investors
Insurance Company, and General American Life Insurance Company (collectively,
the "Company"), respectively, is effective this 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.
1. All references in the Agreement to the defined term "AVIF Prospectus," or
to a "prospectus" or "prospectuses" of or relating a Fund or AVIF, shall mean
and include a Summary Prospectus as defined in Rule 498 under the 1933 Act
("Rule 498") of a Fund or AVIF ("AVIF Summary Prospectus"), except as required
by Section 2, below.
2. Each Party's representations, warranties, and obligations under the
Agreement with respect to the text composition, printing, mailing, and
distribution of the AVIF Prospectus shall remain as they currently are, except
that:
a. LIFE COMPANY may, in its discretion and upon [10] days' advance written
notice to AVIF and Invesco, print, mail, and distribute the AVIF Summary
Prospectus IN LIEU OF the Statutory Prospectus as defined in Rule 498 of
AVIF or a Fund thereof ("AVIF Statutory Prospectus"),
i. unless required by applicable law or regulation to deliver an AVIF
Statutory Prospectus, or
ii.unless AVIF determines to no longer authorize the use of the AVIF
Summary Prospectus, in which case AVIF shall give LIFE COMPANY [60]
days' advance written notice of the effectiveness of such
determination to the extent necessary for LIFE COMPANY to arrange for
the delivery of an AVIF Statutory Prospectus,
PROVIDED that AVIF or Invesco shall be responsible for compliance with all
provisions of Rule 498 other than paragraphs (1) and (2) of Rule 498(c) and
(d), and paragraph (2) of Rule 498(f), or any successor provisions, which shall
be the responsibility of LIFE COMPANY; PROVIDED FURTHER, that LIFE COMPANY
shall be responsible for timely responding to any request that it may receive
directly from a Participant investing in a Fund for a paper or an electronic
copy of an AVIF Statutory Prospectus, Statement of Additional Information, or
periodic report (each, an "AVIF Document") pursuant to Rule 498(f)(1) or any
successor provision. It being understood that LIFE COMPANY will not direct
Participants or prospective Participants to AVIF or Invesco for fulfillment
thereof.
b. LIFE COMPANY may, in its discretion and upon [10] days' advance written
notice to AVIF and Invesco, print, mail, and distribute the AVIF Summary
Prospectus IN ADDITION TO, rather than in lieu of, the AVIF Statutory
Prospectus, in which case AVIF or Invesco shall be responsible for
compliance with paragraphs (a) and (b) of Rule 498, but not the other
paragraphs of the Rule.
c. AVIF or Invesco shall deliver to LIFE COMPANY electronic copies of both
the AVIF Summary Prospectus and AVIF Statutory Prospectus for use by
LIFE COMPANY. AVIF or Invesco also shall deliver to LIFE COMPANY the URL
(uniform resource locator) for each AVIF Document to enable LIFE COMPANY
to send a direct link to the document on the Internet by email in
response to Participant requests for an electronic copy of any such
document, as permitted by Rule 498(f)(1).
d. LIFE COMPANY shall promptly notify AVIF and Invesco if it determines to
no longer deliver the AVIF Summary Prospectus, and each Party shall
promptly notify the other Parties if it becomes aware of facts or
circumstances that may prevent the use or continued use of the AVIF
Summary Prospectus in the manner contemplated hereby.
3. None of the foregoing shall in any way limit the ability of AVIF's Board
of Trustees to require the delivery of the AVIF Summary Prospectus in lieu of
the AVIF Statutory Prospectus in the future.
4. In all other respects, the Agreement shall remain the same. All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Agreement.
IN WITNESS WHEREOF, each of undersigned parties hereto has caused this
Amendment to be executed in its name and behalf by its duly authorized officer
as of the Effective Date.
AIM VARIABLE INSURANCE FUNDS INVESCO DISTRIBUTORS, INC.
(INVESCO VARIABLE INSURANCE FUNDS)
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxxxx
----------------------------- -----------------------------
Name: Xxxx X. Xxxx Name: Xxxx X. Xxxxxx
Title: Senior Vice President Title: President
METROPOLITAN LIFE INSURANCE METLIFE INSURANCE COMPANY OF
COMPANY CONNECTICUT
By: /s/ Xxxx X. Xxxxxx, Xx. By: /s/ Xxxx X. XxXxxxx
-------------------------- --------------------------
Name: Xxxx X. Xxxxxx, Xx. Name: Xxxx X. XxXxxxx
Title: Vice President Title: Vice President and Actuary
METLIFE INVESTORS USA METLIFE INVESTORS INSURANCE
INSURANCE COMPANY COMPANY
By: /s/ Xxxx X. XxXxxxx By: /s/ Xxxx X. XxXxxxx
-------------------------- --------------------------
Name: Xxxx X. XxXxxxx Name: Xxxx X. XxXxxxx
Title: Vice President Title: Vice President
METLIFE INVESTORS INSURANCE FIRST METLIFE INVESTORS
COMPANY OF CALIFORNIA INSURANCE COMPANY
By: By: /s/ Xxxx X. XxXxxxx
--------------------------
Name: Name: Xxxx X. XxXxxxx
Title: Title: Vice President
GENERAL AMERICAN INSURANCE
COMPANY
By: Xxxx X. XxXxxxx
--------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
