AMENDMENT NO. 1 TO THE
PARTICIPATION AGREEMENT
This Amendment to the Participation Agreement ("Agreement") by and among
MetLife Investors USA Insurance Company ("Company"), on behalf of itself and
certain of its separate accounts, Pioneer Investment Management, Inc. ("PIM"),
the investment adviser of the Pioneer Variable Contracts Trust (the "Trust"),
Pioneer Funds Distributor, Inc. ("PFD"), and the Trust is made and entered into
effective as of May 1, 2011. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties agree to distribute the prospectuses of the Portfolios
of the 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 Trust shall provide the Company 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 Trust
provide the Company with Statutory Prospectuses.
3. The Trust and PIM each represent and warrant that the Summary
Prospectuses and the hosting of such Summary Prospectuses will comply
with the requirements of Rule 498 applicable to the Trust and its
Portfolios. The Trust 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 Trust and PIM each agree 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 Trust shall promptly notify the Company of any unexpected
interruptions in the availability of this web page.
5. The Trust and PIM 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 Trust, PIM or one of their affiliates. The Trust and PIM further
represent and warrant that any
information obtained about contract owners will be used solely for the
purpose of responding to requests for additional Fund documents.
6. The Company represents and warrants that it will respond to requests
for additional Fund documents made by contract owners 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. The Trust and PIM employ reasonable safeguards to prevent the
documents contained on the web page, and the documents provided to the
Company for purposes of electronic delivery, from containing any
virus.
9. If the Trust determines that it will end its use of the Summary
Prospectus delivery option, the Trust and PIM will provide the Company
with at least 60 days' advance notice of their intent.
10. 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.
11. The parties agree that the Company is not required to distribute
Summary Prospectuses to its contract owners, but rather its use of the
Summary Prospectus will be at the discretion of the Company. The
Company agrees that it will give the Trust and PIM 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.
Dated as of April 29, 2011.
Pioneer Investment Management, Inc.
By: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: EVP, COO
Pioneer Variable Contracts Trust
By: Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
Title: Secretary
Pioneer Funds Distributor, Inc.
By: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: EVP, COO
MetLife Investors USA Insurance Comany
By: /s/ Xxxx X. XxXxxxx
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Name: Xxxx X. XxXxxxx
Title: Vice President
