AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between Delaware VIP Trust(R) (the "Trust"), Delaware
Management Company, a series of Delaware Management Business Trust (the
"Adviser"), Delaware Distributors, L.P. (the "Distributor") and Metropolitan
Life Insurance Company and MetLife Insurance Company of Connecticut
(collectively, the "Company"), respectively, is effective this 19th day of July,
2010. All capitalized terms used herein and not otherwise defmed shall have the
meaning ascribed to such term in the respective Agreements.
WHEREAS, the Trust and the Company agree to distribute the prospectuses of
the Series of the Trust 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. F or 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 the Distributor 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 Series. 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 the Distributor each agree that the URL indicated on
each Summary Prospectus will lead contract owners directly to the web
page used for hosting Summary Prospectuses,hat such web page will
contain the current Trust documents required to be posted in
compliance with Rule 498. The Trust shall immediately notify the
Company of any unexpected interruptions in the availability of this
web page.
5. The Trust and the Distributor represent and warrant that they will be
responsible for compliance with the provisions of Rule 498(f)(1)
involving contract owner requests for additional Trust documents made
directly to the Trust, the Distributor or one of their affiliates. The
Trust and the Distributor
Delaware 835189-4
further represent and warrant that any information obtained about
contract owners will be used solely for the purposes of responding to
requests for additional Trust documents.
6. The Company represents and warrants that it will respond to requests
for additional Trust 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. At the Company's request, the Trust and the Distributor will provide
the Company with URLs to the Trust's current documents for use with
the Company's electronic delivery of fund documents or on the
Company's website. The Trust and the Distributor will be responsible
for ensuring the integrity of the URLs and for maintaining the Trust's
current documents on the site to which such URLs originally navigate.
9. To the extent that the URL and Trust documents referenced in Section 4
are within their control, the Trust and the Distributor agree to use
commercially reasonable efforts to employ procedures consistent with
industry practices designed to reduce exposure to electronic viruses
in regards to the foregoing URL and Trust documents.
10. lfthe Trust determines that it will end its use of the Summary
Prospectus delivery option, the Trust and the Distributor will provide
the Company with at least 60 days' advance notice of its intent.
11. 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.
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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 July 19,2010.
DELAWARE VIP TRUST
By: /s/ Xxxxx X. X'Xxxxxx
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Xxxxx X. X'Xxxxxx
Its: Senior Vice President
DELAWARE MANAGEMENT COMPANY, a
series of Delaware Management
Business Trust
By: /s/ Xxxxx X. X'Xxxxxx
------------------------------------
Xxxxx X. X'Xxxxxx
Its: Senior Vice President
DELAWARE DISTRIBUTORS, L.P.
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------
Xxxxxxxx X. Xxxxx
Its: Executive Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
------------------------------------
Xxxx X. XxXxxxx
Its: Vice President and Actuary
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
------------------------------------
Xxxx X. XxXxxxx
Its: Vice President and Actuary
Delaware 835189-4
