AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to that certain Participation Agreement ("Agreement"),
dated, November 15, 1999, by and among PIMCO Variable Insurance Trust (the
"Fund"), PIMCO Investments LLC (the "Underwriter") and MetLife Investors
Insurance Company (the "Company") is effective this 18th day of April, 2011.
WHEREAS, the Company, pursuant to the Agreement, purchases shares of
Portfolios of the Fund on behalf of the Company's Accounts to fund certain
Contracts issued by the Company; and
WHEREAS, the Fund, the Underwriter, and the Company (each a "Party" and,
together, the "Parties") seek to enter into this Amendment in order to permit
the Parties to deliver the Fund's Summary Prospectuses pursuant to the
requirements of Rule 498 ("Rule 498") as promulgated under the Securities Act of
1933;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending to be legally bound, the Parties agree as follows:
1. Capitalized terms used herein but not defined shall have their
respective meanings set forth in the Agreement. For purposes of this
Amendment, the terms "Summary Prospectus" and "Statutory Prospectus"
shall have the same meanings as set forth in Rule 498.
The Agreement is amended to provide as follows:
a. The Fund represents, warrants and covenants that the
availability of the Fund's Statutory Prospectuses and
certain other Fund documents will comply with all applicable
requirements of Rule 498, including, in particular,
paragraph (e).
b. (i) The Fund shall be responsible for compliance with the
provisions of Rule 498(f)(1) involving Contract owners'
requests for additional Fund documents made directly to the
Fund.
(ii) The Company shall be responsible for compliance with
the provisions of Rule 498(f)(1) involving Contract owners'
requests for additional Fund documents made directly to the
Company. In connection with the Company's obligation to
deliver the documents pursuant to a request made directly to
it, the Company shall obtain all such documents from the
website maintained by Fund and/or the Underwriter for
purposes of complying with Rule 498(e), and shall not alter,
in ally way, such documents.
c. The Company represents and warrants that any bundling and
delivery of Summary Prospectuses and Statutory Prospectuses
will be
compliant with Rule 498(c) and the greater prominence
requirements of 498(f)(2).
3. The Parties agree that all other provisions of the Agreement,
including the indemnification provisions, will apply to the terms of
this Amendment as applicable.
4. The parties agree that the Company is not required to use or
distribute Summary Prospectuses to its Contract owners, but rather use
of the Summary Prospectus will be at the discretion of the Company.
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 18, 2011.
METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
----------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
Date: 5/5/11
PIMCO VARIABLE INSURANCE TRUST
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Date: 4/28/11
PIMCO INVESTMENTS LLC
By: /s/ Xxxx Xxxxxx
----------------------------------
Name:
Title:
Date:
