AMENDMENT NO. 5 TO THE AMENDED AND RESTATED
PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
MetLife Insurance Company of Connecticut
MetLife Investors Distribution Company
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), MetLife Insurance Company (the "Company" or "you"), and
MetLife Investors Distribution Company, your distributor, on your behalf and on
behalf of certain Accounts, have previously entered into an Amended and Restated
Participation Agreement dated May 1, 2004 and subsequently amended May 2, 2005,
October 20, 2005, June 5, 2007 and November 10, 2008 (the "Agreement"). The
parties now desire to amend the Agreement by this amendment (the "Amendment").
Unless otherwise indicated, the terms defined in the Agreement shall have the
same meaning in this Amendment.
AMENDMENT
WHEREAS, the parties desire to amend the Agreement to update the
information on Schedules B, C, D and G;
WHEREAS, the parties desire to amend Section 6 of the agreement, and
NOW, THEREFORE, in consideration of past and prospective business
relations, the parties agree to amend the Agreement as follows:
1. Paragraphs 6.1 through 6.7 of Section 6 are amended and restated in their
entirety as set forth in Attachment A to this Amendment. The remaining paragraph
6.8 of Section 6 not amended herein shall be re-numbered 6.10.
2. Schedules B, C, D and G of the Agreement are deleted and replaced in their
entirety with the Schedules B, C, D and G attached hereto, respectively.
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
officers to execute this Amendment effective as of October 5, 2010.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
Only on behalf of each Portfolio PRODUCTS TRUST
listed on Schedule C of the
Agreement.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
The Company: METLIFE INSURANCE COMPANY OF CONNECTICUT
By: Xxxx X. XxXxxxx
------------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
The Distributor: METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxx X. Xxx
------------------------------------
Name: Xxxx X. Xxx
Title: Vice President
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ATTACHMENT A
6. SALES MATERIAL. INFORMATION AND TRADEMARKS
6.1 For purposes of this Section 6, "Sales Literature/ Promotional
Material" includes, but is not limited to, portions of the following that use
any logo or other trademark related to the Trust, or Underwriter or its
affiliates, or refer to the Trust: advertisements (such as material published or
designed for use in a newspaper, magazine or other periodical, radio,
television, telephone or tape recording, videotape display, signs or billboards,
motion pictures, web-sites and other electronic communications or other public
media), sales literature (i.e., any written communication distributed or made
generally available to customers or the public, including brochures, circulars,
research reports, market letters, form letters, seminar texts, reprints or
excerpts or any other advertisement, sales literature or published article or
electronic communication), educational or training materials or other
communications distributed or made generally available to some or all agents or
employees in any media, and disclosure documents, shareholder reports and proxy
materials.
6.2 You may use the name of the Trust and trademarks and the logo of the
Underwriter in Sales Literature/Promotional Material as reasonably necessary to
carry out your performance and obligations under this Agreement provided that
you comply with the provisions of this Agreement. You agree to abide by any
reasonable use guidelines regarding use of such trademarks and logos that we may
give from time to time. You shall, as we may request from time to time, promptly
furnish, or cause to be furnished to us or our designee, at least one complete
copy of each registration statement, prospectus, statement of additional
information, private placement memorandum, retirement plan disclosure
information or other disclosure documents or similar information, as applicable
(collectively "Disclosure Documents"), as well as any report, solicitation for
voting instructions, Sales Literature/ Promotional Material created and approved
by you, and all amendments to any of the above that relate to the Contracts, the
Accounts, the Trust, or Underwriter or its affiliates.
6.3 You and your agents shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust,
the Underwriter or an Adviser, other than information or representations
contained in and accurately derived from the registration statement or
prospectus for the Trust shares (as such registration statement and prospectus
may be amended or supplemented from time to time), annual and semi-annual
reports of the Trust, Trust-sponsored proxy statements, or in Sales
Literature/Promotional Material created by us for the Trust and provided by the
Trust or its designee to you, except as required by legal process or regulatory
authorities or with the written permission of the Trust or its designee.
6.4 You agree, represent and warrant that you are solely responsible for
any Sales Literature/ Promotional Material prepared by you and that such
material will: (a) conform to all requirements of any applicable laws or
regulations of any government or authorized agency having jurisdiction over the
offering or sale of shares of the Portfolios or Contracts; (b) be solely based
upon and not contrary to or inconsistent with the information or materials
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provided to you by us or a Portfolio; and (c) be made available promptly to us
upon our request. You agree to file any Sales Literature/Promotional Material
prepared by you with FINRA, or other applicable legal or regulatory authority,
within the time frames that may be required from time to time by FINRA or such
other legal or regulatory authority. Unless otherwise expressly agreed to in
writing, it is understood that we will neither review nor approve for use any
materials prepared by you and will not be materially involved in the preparation
of, or have any responsibility for, any such materials prepared by you. You are
not authorized to modify or translate any materials we have provided to you.
6.5 You shall promptly notify us of any written customer complaint or
notice of any regulatory investigation or proceeding received by you relating to
any Disclosure Documents or Sales Literature/Promotional Material.
6.6 We shall not give any information or make any representations or
statements on behalf of you or concerning you, the Accounts or the Contracts
other than information or representations, including naming you as a Trust
shareholder, contained in and accurately derived from Disclosure Documents for
the Contracts (as such Disclosure Documents may be amended or supplemented from
time to time), or in materials approved by you for distribution, including Sales
Literature/ Promotional Material, except as required by legal process or
regulatory authorities or with your written permission.
6.7 Except as provided in Section 6.2, you shall not use any designation
comprised in whole or part of the names or marks "Franklin" or "Xxxxxxxxx" or
any logo or other trademark relating to the Trust or the Underwriter without
prior written consent, and upon termination of this Agreement for any reason,
you shall cease all use of any such name or xxxx as soon as reasonably
practicable.
6.8 You shall furnish to us ten (10) Business Days prior to its first
submission to the SEC or its staff, any request or filing for no-action
assurance or exemptive relief naming, pertaining to, or affecting, the Trust,
the Underwriter or any of the Portfolios.
6.9 You agree that any posting of Designated Portfolio Documents on your
website or use of Designated Portfolio Documents in any other electronic format
will result in the Designated Portfolio Documents: (i) appearing identical to
the hard copy printed version or .pdf format file provided to you by us (except
that you may reformat .pdf format prospectus files in order to delete blank
pages and to insert .pdf format prospectus supplement files provided by us to
you); (ii) being clearly associated with the particular Contracts in which they
are available and posted in close proximity to the applicable Contract
prospectuses; (iii) having no less prominence than prospectuses of any other
underlying funds available under the Contracts; (iv) in compliance with any
statutory prospectus delivery requirements and (v) being used in an authorized
manner. Notwithstanding the above, you understand and agree that you are
responsible for ensuring that participation in the Portfolios, and any website
posting, or other use, of the Designated Portfolio Documents is in compliance
with this Agreement and applicable state and federal securities and insurance
laws and regulations, including as they relate to paper or electronic delivery
or use of fund prospectuses. We reserve the right to inspect and review your
website if any Designated Portfolio Documents
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and/or other Trust documents are posted on your website and you shall, upon our
reasonable request, provide us timely access to your website materials to
perform such inspection and review.
In addition, you agree to be solely responsible for maintaining and
updating the Designated Portfolio Documents' .pdf files and removing and/or
replacing promptly any outdated prospectuses and other documents, as necessary,
ensuring that any accompanying instructions by us, for using or stopping use,
are followed. You agree to designate and make available to us a person to act as
a single point of communication contact for these purposes. We are not
responsible for any additional costs or additional liabilities that may be
incurred as a result of your election to place the Designated Portfolio
Documents on your website. We reserve the right to revoke this authorization, at
any time and for any reason, although we may instead make our authorization
subject to new procedures.
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SCHEDULE B
ACCOUNTS OF THE COMPANY
SEC REGISTRATION
NAME OF ACCOUNT YES/NO
--------------- ----------------
MetLife of CT Fund UL for Variable Life Insurance Yes
MetLife of CT Fund UL III for Variable Life Insurance Yes
MetLife of CT Separate Account CPPVUL I No
MetLife of CT Separate Account Eleven for Variable Annuities Yes
MetLife of CT Separate Account QPN for Variable Annuities No
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Income Securities Fund - Class 2
2. Franklin Rising Dividends Securities Fund - Class 2
3. Franklin Small-Mid Cap Growth Securities Fund - Class 2
4. Mutual Global Discovery Securities Fund - Class 2
5. Mutual Shares Securities Fund - Class 2
6. Xxxxxxxxx Developing Markets Securities Fund - Class 2
7. Xxxxxxxxx Foreign Securities Fund - Class 2
8. Xxxxxxxxx Global Bond Securities Fund - Class 1 and Class 2
9. Xxxxxxxxx Growth Securities Fund - Class 2
In addition to portfolios and classes of shares listed above, any additional
Portfolios and classes of shares other than Class 3 shares are included in this
Schedule C listing provided that:
(1) the General Counsel of Franklin Xxxxxxxxx Investments receives from a
person authorized by you a written notice in the form attached (which
may be electronic mail or sent by electronic mail) ("Notice")
identifying this Agreement as provided in the Notice and specifying:
(i) the names and classes of shares of additional Portfolios that you
propose to offer as investment options of the Separate Accounts under
the Contracts; and (ii) the date that you propose to begin offering
Separate Account interests investing in the additional Portfolios
under the Contracts; and
(2) we do not within ten (10) Business Days following receipt of the
Notice send you a writing (which may be electronic mail) objecting to
your offering such Separate Accounts investing in the additional
Portfolios and classes of shares under the Contracts.
Provided that we do not object as provided above, your Notice shall amend,
supplement and become a part of this Schedule C and the Agreement.
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FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT
To: General Counsel c/o
Xxxxx Xxx (Xxxx@xxx.xxx;) or Xxxxx Xxxxxxxx (xxxxxxx@xxx.xxx)
Fax: 000 000-0000
Franklin Xxxxxxxxx Investments
0 Xxxxxxxx Xxxxxxx,
Xxxx. 000, 0xx Xxxxx
Xxx Xxxxx, XX 00000
With respect to the following agreement(s) (collectively, the "Agreement")
(please reproduce and complete table for multiple agreements):
DATE OF PARTICIPATION AGREEMENT:
INSURANCE COMPANY(IES):
INSURANCE COMPANY DISTRIBUTOR(S):
As provided by Schedule C of the Agreement, this Notice proposes to Franklin
Xxxxxxxxx Variable Insurance Products Trust, and Franklin/Xxxxxxxxx
Distributors, Inc. the addition as of the offering date(s) listed below of the
following Portfolios as additional investment options listed on Schedule C:
NAMES AND CLASSES OF SHARES OF ADDITIONAL PORTFOLIOS Offering Date(s)
Listing of current classes for your reference:
Class 1 (no 12b-l fee);
Class 2 (12b-l fee of 25 bps); or
Class 4 (12b-1 fee of 35 bps).
NAME AND TITLE OF AUTHORIZED PERSON OF INSURANCE COMPANY:
CONTACT INFORMATION:
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SCHEDULE D
CONTRACTS OF THE COMPANY
All variable life and variable annuity contracts issued by separate accounts
listed on Schedule B of this Agreement.
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SCHEDULE G
ADDRESSES FOR NOTICES
To the Company and Distributor: MetLife
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attn: Legal Department
To the Trust: Franklin Xxxxxxxxx Variable Insurance Products Trust
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter: Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
If to the Trust or Underwriter Franklin Xxxxxxxxx Investments
with a copy to: Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
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