Amendment No.5 to Shareholder Services Agreement Dated August 1, 2001
This Amendment to the Shareholder Services Agreement ("Agreement")
currently in effect between American Century Investment Services, Inc.
("Distributor") and MetLife Insurance Company of Connecticut ("MICC"),
respectively, is effective this 1st day of May, 2010. All capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to such term in
the respective Agreement.
WHEREAS, Distributor and MICC agree to permit the distribution of the
prospectuses of the Funds of the Issuer 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:
A. Amendments Related to Rule 498
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. Distributor shall provide MICC with copies of the Summary Prospectuses
and any Supplements thereto in the same manner and at the same times
as the Agreement requires that Distributor provide MICC with Statutory
Prospectuses.
3. Distributor 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 Issuer and its Funds.
Distributor 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. Distributor agrees that the URL indicated on each Summary Prospectus
will lead contract owners directly to a central web page with
prominent links to the Funds' Summary Prospectuses and such other
current Fund documents required to be posted in compliance with Rule
498, and that such web page will not contain any additional materials
not required by Rule 498. Notwithstanding the foregoing, Insurance
Company understands and agrees that the central website hosting Fund
documents will include links to all variable portfolio funds offered
by the Issuers, not just the Funds made available by Insurance Company
under the Agreement. Distributor shall immediately notify MICC of any
unexpected interruptions in the availability of this web page.
5. Distributor 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
Issuer, the Funds, Distributor or one of their affiliates. Distributor
further represents and warrants that any information obtained about
contract owners will be used solely for the purposes of responding to
requests for additional Fund documents.
6. MICC represents and warrants that it will respond to requests for
additional Fund documents made by contract owners directly to MICC 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 MICC's request, Distributor will provide MICC with URLs to the
Funds' current documents for use with MICC's electronic delivery of
Fund documents or on MICC's website. Distributor will be responsible
for ensuring the integrity of the URLs and for maintaining the Funds'
current documents on the site to which such URLs originally navigate.
9. Distributor represents and warrants that it has reasonable safeguards
in place to prevent the documents contained on the web page, and the
documents provided to MICC for purposes of electronic delivery, from
containing any Virus.
10. If the Issuer determines that it will end its use of the Summary
Prospectus delivery option, Distributor will provide MICC with at
least 60 days' advance notice of its intent.
11. The parties agree that all other provisions of the Agreement,
including the Indemnification provisions, will apply to the terms of
this Amendment as applicable.
12. The parties agree that MICC is not required to distribute Summary
Prospectuses to its contract owners, but rather use of the Summary
Prospectus will be at the discretion of MICC. MICC agrees that it will
give Distributor sufficient notice of its intended use of the Summary
Prospectuses or the Statutory Prospectus. To the extent that
Distributor is required under the Agreement to reimburse MICC for
applicable printing and mailing costs associated with distribution of
the Funds' prospectuses, the parties agree that Distributor will only
be required to reimburse printing and mailing costs associated with
distribution of the Funds' Summary Prospectuses. IfMICC determines, in
its discretion, to distribute Statutory Prospectuses to underlying
investors in the Funds, Insurance Company will be responsible for all
printing and mailing costs for Fund Statutory Prospectus distribution
that are in excess
of the costs that would have been incurred had MICC distributed
Summary Prospectuses to underlying investors in the Funds.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed as of the date first set forth above.
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Its: Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
--------------------------------------
Name: Xxxx X. XxXxxxx
Its:
SCHEDULE 1
REGULATORY REPORT EXPENSES
American Century and MICC will coordinate the functions and pay the costs of the
completing distribution to shareholders of required Fund documents or other
shareholder allocated to reflect the Fund's share of the total costs determined
according to the number of pages of the Fund's respective portions of the
documents. Notwithstanding anything to the contrary, the parties agree that in
the event MICC undertakes to print and/or distribute Fund materials itself,
Distributor will only be required to reimburse Company's expenses up to the
amount Distributor would have paid its own shareholder communications vendor for
such printing and distribution. Company shall send invoices for such expense to
Distributor within 90 days of the event, along with such other supporting data
as may be reasonably requested. The invoice will reference the applicable Item
and Function, along with Distributor's number of pages printed. MICC invoices
should be sent to the following email message group: XXXXXX@xxxxxxxxxxxxxxx.xxx.
Fees will be payable within 45 days of receipt of the invoice, as long as such
supporting data defines the appropriate expenses.
Party Responsible for Party Responsible for
Item Function Coordination Expense
---- --------------------- ---------------------- ----------------------
Mutual Fund Printing of Insurance Company (Distributor Inforce - Distributor
Summary Prospectus Company Product to provide Company Prospective - Company
Prospectus or Mutual with document in PDF
Fund Prospectus format or Data File)
Printing of Mutual Distributor Distributor
Fund Prospectus
Distribution Company Distributor
(including postage)
to Inforce Clients
Distribution Company Company
(including postage)
to Prospective
Clients
Mutual Fund If Required by Fund, Distributor Distributor
Summary Prospectus Distributor
Annual Update
If Required by Company (Distributor Company
Company to provide Company
with document in PDF
format)
PARTY RESPONSIBLE FOR PARTY RESPONSIBLE FOR
ITEM FUNCTION COORDINATION EXPENSE
---- --------------------- ---------------------- ----------------------
Mutual Fund Printing Distributor Distributor
Statutory Prospectus
Distribution Party who receives the Party who receives the
(including postage) request request
Mutual Fund Printing Distributor Distributor
Statement of
Additional
Information
Distribution Party who receives the Party who receives the
(including postage) request request
Proxy Material for Printing of proxy Distributor Distributor
Mutual Fund required by Law
Distribution of proxy Company Distributor
(including postage)
required by Law
Mutual Fund Annual Printing of reports Distributor Distributor
& Semi-Annual
Report
Printing of reports Company (Distributor Distributor
to provide Company
with document in PDF
format)
Distribution Company Company
(including postage)
Other communication If Required by Law, Company Distributor
to New and the Fund, Distributor
Prospective clients or Adviser
If Required by Company Company
Company
Other communication Distribution, if Company Distributor
to inforce, including required by
Prospectus Distributor
Supplements
Distribution, if Company Company
required by Company
