AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between Metropolitan Series Fund, Inc. (the "Fund"), MetLife
Advisers, LLC (the "Adviser"), MetLife Investors Distribution Company (the
"Underwriter") and Metropolitan Life Insurance Company, Metropolitan Tower Life
Insurance Company, MetLife Insurance Company of Connecticut, MetLife Investors
USA Insurance Company, MetLife Investors Insurance Company, First MetLife
Investors Insurance Company, New England Life Insurance Company and General
American Life Insurance Company (collectively, the "Company"), respectively, is
effective this 30th day of April 2010. All capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such term in the respective
Agreements.
WHEREAS, the Fund and the Company agree to distribute the prospectuses of
the Series within the Fund 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 Fund 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 Fund
provide the Company with Statutory Prospectuses.
3. The Fund and the Adviser each 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 Fund and its
Series. The Fund 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 Fund and the Adviser each agrees 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, and that such web page will not contain any additional
materials not required by Rule 498. The Fund shall immediately notify
the Company of any unexpected interruptions in the availability of
this web page.
5. The Fund and the Adviser 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 Fund, the Adviser or one of their affiliates. The Fund
and the Adviser further represent and warrant that any information
obtained about contract owners will be used solely for the purposes 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. At the Company's request, the Fund and the Adviser will provide the
Company with URLs to the Fund's current documents for use with the
Company's electronic delivery of fund documents or on the Company's
website. The Fund and the Adviser will be responsible for ensuring the
integrity of the URLs and for maintaining the Fund's current documents
on the site to which such URLs originally navigate.
9. The Fund and the Adviser represent and warrant that they have
reasonable safeguards in place 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.
10. If the Fund determines that it will end its use of the Summary
Prospectus delivery option, the Fund and the Adviser 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.
12. The parties agree that the Company is not required to distribute
Summary Prospectuses to its contract owners, but rather use of the
Summary Prospectus will be at the discretion of the Company, The
Company agrees that it will give the Fund and the Adviser 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 30, 2010.
METROPOLITAN SERIES FUND, INC.
By: /s/ Xxxx X. Xxxxxx Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: Senior Vice President
METLIFE ADVISERS, LLC
By: /s/ Xxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: Chief Financial Officer and Treasurer
METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxx X. Xxx
-----------------------------------
Name: Xxxx X. Xxx
Its: Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: Vice President
METROPOLITAN TOWER LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Its: Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
-----------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-----------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President
METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-----------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President
FIRST METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-----------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President
NEW ENGLAND LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: Senior Vice President
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-----------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between Met Investors Series Trust (the "Fund"), MetLife
Advisers, LLC (the "Adviser"), MetLife Investors Distribution Company (the
"Underwriter") and Metropolitan Life Insurance Company, MetLife Insurance
Company of Connecticut, MetLife Investors USA Insurance Company, MetLife
Investors Insurance Company, First MetLife Investors Insurance Company, New
England Life Insurance Company and General American Life Insurance Company
(collectively, the "Company"), respectively, is effective this 30th day of April
,2010. All capitalized terms used herein and not otherwise defined shall have
the meaning ascribed to such term in the respective Agreements.
WHEREAS, the Fund and the Company agree to distribute the prospectuses of
the Portfolios within the Fund 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 Fund 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 Fund
provide the Company with Statutory Prospectuses.
3. The Fund and the Adviser each 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 Fund and its
Portfolio. The Fund 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 Fund and the Adviser each agrees 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, and that such web page will not contain any additional
materials not required by Rule 498. The Fund shall immediately notify
the Company of any unexpected interruptions in the availability of
this web page.
5. The Fund and the Adviser 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 Fund, the Adviser or one of their affiliates. The Fund
and the Adviser further represent and warrant that any information
obtained about contract owners will be used solely for the purposes 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. At the Company's request, the Fund and the Adviser will provide the
Company with URLs to the Fund's current documents for use with the
Company's electronic delivery of fund documents or on the Company's
website. The Fund and the Adviser will be responsible for ensuring the
integrity of the URLs and for maintaining the Fund's current documents
on the site to which such URLs originally navigate.
9. The Fund and the Adviser represent and warrant that they have
reasonable safeguards in place 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.
10. If the Fund determines that it will end its use of the Summary
Prospectus delivery option, the Fund and the Adviser 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.
12. The parties agree that the Company is not required to distribute
Summary Prospectuses to its contract owners, but rather use of the
Summary Prospectus will be at the discretion of the Company. The
Company agrees that it will give the Fund and the Adviser 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 30, 2010.
MET INVESTORS SERIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Vice President
METLIFE ADVISERS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Senior Vice President
METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Executive Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
------------------------------------
Its: Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
------------------------------------
Its: Vice President
METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Vice President
METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Vice President
FIRST METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Vice President
NEW ENGLAND LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
------------------------------------
Its: Senior Vice President
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
------------------------------------
Its: Vice President
PARTICIPATION AGREEMENT ADDENDUM
Effective as of May 1, 2011
Franklin Xxxxxxxxx Variable Insurance 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," "our," or "us"), MetLife Insurance Company of Connecticut and
MetLife Investors Distribution Company, your distributor (collectively, the
"Company" "you" or "your"), on your behalf and on behalf of certain Accounts,
(individually a "Party", collectively, the "Parties") have previously entered
into an Amended and Restated Participation Agreement dated May 1, 2004, as
amended (the "Agreement").
WHEREAS, the Parties now desire to amend the Agreement by this
Participation Agreement Addendum ("the Addendum") to facilitate the summary
prospectus delivery options pursuant to Rule 498 of the Securities Act of 1933
as amended, ("Rule 498").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, the Parties agree as follows:
1. New paragraphs 4.7.1 through 4.7.3, as set forth in Attachment A of
this Addendum, are added at the end of the existing paragraphs of
Section 4 of the Agreement. This Addendum constitutes the new
procedures referred to in Section 6 of the Agreement, and provides
additional requirements in connection with the authorized use of the
summary prospectus under Rule 498.
2. Unless otherwise indicated, the terms defined in the Agreement shall
have the same meaning in this Addendum. All other terms and provisions
of the Agreement not amended herein, including, but not limited to the
indemnification provisions, shall remain in full force and effect and
will apply to the terms of this Addendum as applicable.
3. This Addendum will terminate automatically upon the termination of
the Agreement. It may also be terminated by mutual written agreement
of the Parties to this Addendum at any time, and by any Party to this
Addendum upon no less than 30 days' advance written notice to the
other Parties to this Addendum.
(this area intentionally left blank)
1
IN WITNESS WHEREOF, each of the Parties has caused their duly authorized
officers to execute this Addendum effective as of May 1, 2011.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
Only on behalf of PRODUCTS TRUST
each Portfolio 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: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
The Distributor: METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxx X. Xxx
-------------------------------
Name: Xxxx X. Xxx
Title: Vice President
2
ATTACHMENT A TO PARTICIPATION AGREEMENT ADDENDUM
4.7.1 For purposes of this Addendum, the terms Summary Prospectus and
Statutory Prospectus shall have the same meaning as set forth in Rule 498.
4.7.2 We agree that the hosting of such Trust current Summary Prospectuses
and other most recent documents required by Rule 498(e)(1) ("Trust Documents"),
at the url website address we indicate on each Summary Prospectus ("Trust
Documents Site"), is designed to lead Contract owners directly to the Trust
Documents Site and comply with all applicable requirements of Rule 498(e) and
(f)(3). We also agree that we will be responsible for compliance with the
provisions of Rule 498(f)(1) involving Contract owner requests for additional
Trust Documents made directly to us. While we are not required to provide the
Summary Prospectus delivery option for any Portfolio (or any Portfolio class of
shares), should we decide to discontinue such option(s), the Underwriter agrees
to give you no less than sixty (60) days' advance written notice and continue
the hosting of the Trust Documents Site required by Rule 498(e)(1).
4.7.3 The Parties agree that you are not required to use the Summary
Prospectus delivery option. If you elect to use the Trust's Summary Prospectuses
to satisfy your Trust prospectus delivery requirement, you agree to do so in
compliance with the Agreement and Rule 498, and to give us no less than sixty
(60) days' advance written notice of such intended use. You also agree that any
binding together of Summary Prospectuses, Statutory Prospectuses, and other
materials will be done in compliance with Rule 498(c). You further agree that
you will be responsible for compliance with the provisions of Rule 498(f)(1)
involving Contract owner requests for additional Trust Documents made directly
to you, or one of your affiliates or third-party providers. In connection with
your distribution of any Portfolio Summary Prospectus, you agree to be solely
responsible for the maintenance of website links to the Trust Documents Site.
You acknowledge that the Trust Documents Site is transmitted over the Internet
on a reasonable efforts basis, and we do not warrant or guarantee its
reliability. You agree that you will comply with any policies concerning Trust
Documents Site usage that we provide to you, including any posted website Terms
of Use.
3
AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT
This Amendment, effective as of May 1, 2011, amends the Participation
Agreement between MetLife Insurance Company of Connecticut ("Company"), on
behalf of itself and certain of its separate accounts, and Janus Aspen Series
("Trust"), dated as of May 1, 2000, as amended (the "Agreement"). All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Agreement.
WHEREAS, the parties agree to distribute the prospectuses of the Portfolios
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. 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 Agreement requires that the Trust provide the
Company with Statutory Prospectuses.
3. The Trust 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 Trust and its Portfolios.
The Trust further represents and warrants that it has reasonable and
appropriate policies and procedures in place to ensure that such web
site continuously complies with Rule 498.
4. The Trust agrees that the URL indicated on each Summary Prospectus
will lead contract owners directly to the web page used for hosting
Summary Prospectuses, and that such web page will contain the current
Trust documents required to be posted in compliance with Rule 498. The
Trust shall promptly post notification on the applicable web page of
any unexpected interruptions in the availability of this web page and
will promptly notify the Company of any interruptions that exist or
are expected to exist for more than 48 hours, excluding weekends or
holidays.
5. The Trust represents and warrants that it 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 or one of its affiliates. The Trust further represents and
warrants that any information obtained about contract owners will be
used solely for the purpose of responding to requests for additional
Trust documents or to comply with applicable law or a request from a
government or regulatory body.
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 will provide the Company with
URLs to the Trust's current documents for use with Company's
electronic delivery of fund documents or on the Company's website. The
Trust 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. The Trust represents and warrants that it has reasonable safeguards
in place 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.
10. If the Trust determines that it will end its use of the Summary
Prospectus delivery option, the Trust will provide the Company 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 the Company is not required to distribute
Summary Prospectuses to its contract owners, but rather use of the
Summary Prospectus will be at the discretion of the Company. The
Company agrees that it will give the Trust 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.
JANUS ASPEN SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Title: Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
----------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
AMENDMENT NO. 3 TO THE
PARTICIPATION AGREEMENT
This Amendment to the Participation Agreement ("Agreement") by and among
MetLife Insurance Company of Connecticut ("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: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President, Chief Operation Officer
Pioneer Variable Contracts Trust
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Secretary
Pioneer Funds Distributor, Inc.
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President, Chief Operation Officer
MetLife Insurance Company of Connecticut
By: /s/ Xxxx X. XxXxxxx
------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
This Third Amendment to Participation Agreement by and among Vanguard
Variable Insurance Fund (the "Fund"), The Vanguard Group, Inc. (the "Sponsor"),
Vanguard Marketing Corporation (the "Distributor"), and MetLife Insurance
Company of Connecticut (f/k/a The Travelers Insurance Company) (the "Company")
is dated and effective this 1st day of May 2011.
WHEREAS, the parties hereto have entered into a Participation Agreement
dated as of July 1, 2003, as amended (the "Agreement"), pursuant to which the
Sponsor has agreed to make shares of the Fund available for purchase and
redemption by certain Accounts of the Company in connection with the Company's
Variable Insurance Products that are registered under the 1933 Act and/or the
1940 Act; and
WHEREAS, the parties desire to amend the Agreement in certain respects;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms in this
Amendment shall have the meanings assigned in the Agreement.
2. Amendment to Article HI. Article III of the Agreement is hereby amended
by adding a new Section 3.4 as follows:
"3.4. Summary Prospectuses.
(i) The parties acknowledge and agree that the Fund is not obligated to
provide the Company with a summary prospectus with respect to a Portfolio
(a "Fund Summary Prospectus"). Notwithstanding the foregoing, in the event
that the Fund offers a Fund Summary Prospectus, the Sponsor represents and
warrants that such Fund Summary Prospectus and the hosting of such Fund
Summary Prospectus on a website maintained by the Sponsor or its agent in
accordance with Rule 498 of the 1933 Act ("Rule 498") will comply with all
applicable state and federal securities laws. For purposes of this Section
3.4, "summary prospectus" shall have the meaning set forth in Rule 498.
(ii) The parties acknowledge and agree that the Company, in its sole
discretion, may elect to distribute a Fund Summary Prospectus, if issued by
the Fund, to its Variable Insurance Product owners. In the event that the
Company elects to distribute a Fund Summary Prospectus, the Company
represents and warrants that it will comply with all laws and regulations
applicable to the Company, the Accounts, or the Variable Insurance Products
in connection with the use of such Fund Summary Prospectus.
(iii) In the event that the Sponsor elects to discontinue the use
of a Fund Summary Prospectus, the Sponsor agrees to use commercially
reasonable efforts to provide the Company with prior notice of such
discontinuation."
3. Amendment to Article X. Article X of the Agreement is hereby amended by
deleting the section thereof labeled "If to the Company:" and replacing it with
the following:
"If to the Company: MetLife
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Legal Department"
4. Amendment to Schedule A. Schedule A of the Agreement is hereby amended by
deleting it in its entirety and replacing it with the Schedule A attached
hereto.
5. Amendment to Schedule B. Schedule B of the Agreement is hereby amended by
deleting it in its entirety and replacing it with the Schedule B attached
hereto.
6. No Other Modifications. Except as expressly amended hereby, the Agreement
shall continue in full force and effect in accordance with its terms. All
references in the Agreement to the "Agreement" shall be deemed to be references
to the Agreement as amended hereby.
7. Counterparts. This Agreement may be executed in any number of counterparts
and/or by facsimile, each of which shall be deemed to be an original agreement
but such counterparts shall together constitute one and the same instrument.
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 May 1, 2011.
VANGUARD VARIABLE INSURANCE FUND
By: /s/ Xxxxx Xxxx
------------------------------
Name: Xxxxx Xxxx
Its:
THE VANGUARD GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Its:
VANGUARD MARKETING CORPORATION
By: /s/ Xxxxx Xxxx
------------------------------
Name: Xxxxx Xxxx
Its:
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Its:
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT CONTRACTS FUNDED BY SEPARATE ACCOUNT
------------------------ ------------------------------------
MetLife of CT Fund UL for Variable MetLife Variable Life
Life Insurance [Registered] MarketLife
VintageLife
MetLife Variable Life Accumulator
MetLife Variable Life Accumulator Series 2
MetLife Variable Life Accumulator Series III
MetLife Variable Survivorship Life
MetLife Variable Survivorship Life II
MetLife of CT Fund UL HI for Corporate Select Policy (COLI Select)
Variable Life Insurance [Registered]
SCHEDULE B
PORTFOLIOS
The following Portfolios of the Vanguard Variable Insurance Funds shall be made
available as investments underlying the Variable Insurance Products:
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
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AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
This AMENDMENT is made and entered into effective as of May 1, 2010 by and
between XXXXXXX XXXXX VARIABLE INSURANCE TRUST, a statutory trust formed under
the laws of Delaware (the "Trust"), XXXXXXX, SACHS & CO., a New York limited
partnership (the "Distributor"), and METLIFE INSURANCE COMPANY OF CONNECTICUT, a
Connecticut life insurance company (the "Company"), on its own behalf and on
behalf of each separate account of the Company identified in the Participation
Agreement (as defined below).
WHEREAS, the original Participation Agreement (as defined below) included
as signatories Travelers Insurance Company and Travelers Life and Annuity
Company. Travelers Insurance Company and Travelers Life and Annuity Company have
subsequently been merged and renamed as MetLife Insurance Company of
Connecticut;
WHEREAS, the Company, pursuant to a Participation Agreement (as defined
below), purchases shares of certain Funds of the Trust on behalf of its separate
Accounts to fund certain variable life insurance and/or variable annuity
contracts issued by the Company ("Contracts"); and
WHEREAS, the Distributor, the Trust, and the Company seek to enter into
this Amendment to make changes to the Participation Agreement in order to update
certain sections of the Participation Agreement and to permit the Parties to
deliver the Trust's Summary Prospectuses (as defined below) pursuant to the
requirements of Rule 498 ("Rule 498") under the Securities Act of 1933, as
amended (the "1933 Act").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, the Distributor, the Trust, and the
Company hereby agree as follows:
ARTICLE I
ADDITIONAL DEFINITIONS
Unless otherwise noted, terms used in this Amendment shall have the same
meaning as in the Participation Agreement. For purposes of this Amendment:
1.1 "Applicable Law" -- the "federal securities laws" as defined in Rule
38a-1(e)(1) under the Investment Company Act of 1940 (the "1940 Act"), any rules
promulgated under the federal securities laws, FINRA regulations, and any
Applicable SEC Guidance (as defined below). The term "Applicable Law" also
includes any state laws, rules and regulations that may apply to this Amendment.
1.2 "Applicable SEC Guidance" - Any applicable: (a) SEC release, opinion,
or order, as well as any published no-action position, written interpretative
guidance by the SEC staff; and (b) FINRA interpretive memoranda or notices to
members, as well as any written interpretive guidance from the FINRA staff.
"Applicable SEC Guidance" does not include oral statements, speeches or informal
guidance by the SEC or its staff.
1.3 "FINRA" -- The Financial Industry Regulatory Authority, Inc. All
references to the NASD in the Participation Agreement are replaced with
references to FINRA.
1.4 "Fund Documents" -- those documents prepared by the Fund that, pursuant
to Rule 498(e)(1), must be publicly accessible, free of charge, at the Web site
address specified on the cover page or at the beginning of the Summary
Prospectus.
1.5 "Fund Documents Web Site" -- the Web site maintained by the Trust or
its agent where Contract Owners and prospective Contract Owners may access the
Fund Documents in compliance with Rule 498.
1.6 "Participation Agreement" -- the agreement entered into by and among
the Trust, Distributor, and Company on December 5, 2003 and any amendments
thereto.
1.7 "Prospectus" -- with respect to shares of a Series (or Class) of the
Trust or a class of Schedule 1 Contracts, each version of the Statutory
Prospectus or Summary Prospectus, or supplement thereto filed with the SEC
pursuant to Rule 497 under the 1933 Act. With respect to any provision of this
Agreement requiring a party to take action in accordance with a Prospectus, such
reference thereto shall be deemed to be to the version for the applicable
Series, Class or Contracts last so filed prior to the taking of such action. For
purposes of Article IX, the term "Prospectus" shall include any statement of
additional information incorporated therein.
1.8 "Statutory Prospectus" -- a prospectus that satisfies the requirements
of section 10(a) of the 0000 Xxx.
1.9 "Summary Prospectus" -- a prospectus described in paragraph (b) of Rule
498.
1.10 "Trust" -- as used in this Amendment includes any affiliated and
unaffiliated parties that perform services on behalf of the Trust that are
required by this Amendment.
ARTICLE II
SALE OF TRUST SHARES
2.1 Section 2.3(d) of the Participation Agreement is replaced with the
following language: Any purchase or redemption request for Trust shares held or
to be held in the Company's general account, shall be effected at the net asset
value per share next determined after the Trust's actual receipt of such
request, provided that payment for Trust shares purchased is received by the
Trust in federal funds prior to the Trust's close of business, as defined from
time to time in the Prospectus for such Series or Class.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 COMPANY. In addition to the representations and warranties set forth in
Section 3.1 of the Participation Agreement, the Company represents and warrants
that: (a) it complies with the requirements of Rule 498 and Applicable SEC
Guidance thereunder in connection with
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the delivery of the Summary Prospectuses for the Funds; and (b) it maintains
reasonable policies and procedures to ensure that it can appropriately meet its
obligations under this Amendment.
3.2 TRUST. In addition to the representations and warranties set forth in
Section 3.2 of the Participation Agreement the Trust represents and warrants
that: (a) it complies with the requirements of Rule 498 and Applicable SEC
Guidance regarding the Rule in connection with the offer and sale of Fund Shares
as specified in this Amendment, (b) it maintains policies and procedures
reasonably designed to ensure that the Fund Documents are available on the Fund
Documents Web Site at all times and in the manner required by Rule 498(e)(1),
(e)(2),and (e)(3) and Applicable SEC Guidance related thereto, and (c) as
provided by Rule 498(e)(4)(ii), it shall take prompt action to ensure that the
Fund Documents become available in the manner required by Rule 498(e)(1),
(e)(2),and (e)(3) and Applicable SEC Guidance as soon as practicable following
the earlier of the time at which it knows or reasonably should have known that
the Fund Documents are not available in the required manner.
3.3 DISTRIBUTOR. Section 3.3 of the Participation Agreement is replaced
with the following: The Distributor represents and warrants that: (i) the
Distributor is a limited partnership duly organized and in good standing under
New York law; (ii) the Distributor is registered as a broker-dealer under
federal and applicable state securities laws and is a member in good standing of
FINRA; (iii) the Distributor is registered as an investment adviser under
federal securities laws; and (iv) it complies with the requirements of Rule 498
and Applicable SEC Guidance in connection with the offer and sale of Fund Shares
as specified in this Amendment.
3.4 Section 3.5 of the Participation Agreement is deleted.
ARTICLE IV
REGULATORY REQUIREMENTS
4.1 DELIVERY OF THE PROSPECTUSES BY THE COMPANY. The following Sections
4.2A through 4.21 are hereby added to the Participation Agreement:
4.2A DELIVERY OF THE PROSPECTUSES BY THE COMPANY. The Company shall deliver
(or arrange for delivery of) an appropriate Prospectus to each prospective
Contract Owner describing in all material respects the terms and features of the
Contract being offered. Except as provided below, the Company shall also deliver
(or arrange for delivery of) a Summary Prospectus for each Fund that a
prospective Contract Owner identifies on his or her application as an intended
investment option under a Contract or to which a Contract Owner currently
allocates premium payments or transfers Contract value. In addition, the Company
reserves the right to deliver the Statutory Prospectus in place of the Summary
Prospectus. The Company shall deliver (or arrange for delivery of) such Summary
or Statutory Prospectuses at the times required by applicable provisions of the
1933 Act and 1940 Act, the rules or regulations thereunder, and any Applicable
SEC Guidance.
4.2B SPECIFIC REQUIREMENTS FOR SUMMARY PROSPECTUSES. The Company may bind
together the Summary Prospectuses or Statutory Prospectuses for the Funds with
Summary
3
Prospectuses and Statutory Prospectuses for shares of other investment companies
available as investment options under the Contract and the Prospectus(es)
describing the Contract(s) provided that such binding is done in compliance with
Rule 498(c)(2) and any Applicable SEC Guidance. The Company shall deliver all
Summary Prospectuses and all Statutory Prospectuses in compliance with the
Greater Prominence requirements of Rule 498(f)(2) and any Applicable SEC
Guidance.
4.2C URLS. The Trust and the Distributor each agree that the URL indicated
on the Summary Prospectus will lead contract owners directly to the web page
used for hosting Summary Prospectuses and that such web page will contain the
current Trust documents required to be posted in compliance with Rule 498. The
Trust will notify the Company of any unexpected interruptions in the
availability of the Fund Documents web page that result in non-compliance, as
determined by the Trust, with Rule 498 promptly upon discovery of the
interruption.
The Trust will consider in good faith any reasonable request by the Company
to provide the Company with URLs to the current Trust's documents for use with
the Company's electronic delivery of fund documents or on the Company's web
site. The Trust 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. The Company will be responsible for the maintenance of any
web links to such URLs on the Company's web site.
4.2D WEB SITE POSTING. The Trust shall maintain the Fund Documents Web
Site. The Company shall be permitted, but not required to post a copy of the
Trust's Statutory Prospectuses and/or Summary Prospectuses on the Company's Web
site. The Trust agrees to use commercially reasonable efforts to employ
procedures consistent with industry practices designed to reduce exposure to
viruses.
4.2E RESPONSE TO REQUESTS FOR ADDITIONAL FUND DOCUMENTS. Within three (3)
Business Days of receiving a request for a paper copy of a Fund Document, the
Trust shall promptly send the same to the person requesting it free of charge.
Within three (3) Business Days of receiving a request for an electronic copy of
a Fund Document, the Trust shall send, by e-mail to the requestor, either a PDF
copy of or an electronic link to, the same free of charge.
4.2F CESSATION OF USE OF SUMMARY PROSPECTUS. The Trust shall provide the
Company with at least sixty (60) days advance written notice of its intent to
cease using the Summary Prospectus delivery option so that the Company can
arrange to deliver a Statutory Prospectus in place of a Summary Prospectus in
compliance with Section 4.1 of this Amendment. In order to comply with Rule
498(e)(1), the Trust shall continue to maintain the Fund Documents Web Site in
compliance with the requirements of this Amendment and Rule 498 for a minimum of
90 days after the termination of any notice period.
4.2G VOTING OF TRUST SHARES. In addition to the requirements set forth in
Section 4.3 of the Participation Agreement, the Company shall vote Trust shares
held in its general account in the same proportion as it votes the applicable
Series or Class of Trust shares held by the Accounts for which it has received
timely instructions.
4
4.2H INTERPRETATION OF LAW. The Trust, the Distributor and their affiliates
are not responsible or liable for acts or omissions by the Company or the
Company's affiliates taken (or not taken) in reliance upon any statements or
representations made by the Trust, the Distributor or any of their affiliates or
their legal advisers to the Company or the Company's affiliates concerning the
applicability of any federal or state laws, regulations or other authorities to
the activities contemplated by this Agreement.
The Company and its affiliates are not responsible or liable for acts or
omissions by the Trust, the Distributor and their affiliates taken (or not
taken) in reliance upon any statements or representations made by the Company or
it affiliates or their legal advisers to the Trust, the Distributor and their
affiliates concerning the applicability of any federal or state laws,
regulations or other authorities to the activities contemplated by this
Agreement.
4.2I COPIES OF FILINGS AND REGULATORY RESPONSES. In connection with
Sections 4.7 and 4.8 of the Participation Agreement the Company shall provide
the Trust with prompt notice of a filing by the Company of an application for an
order pursuant to Section 26(c) of the 1940 Act involving a Fund and, upon
request, shall provide the Trust with a copy of such an application for
exemption.
ARTICLE V
SALE, ADMINISTRATION AND SERVICING OF THE CONTRACTS
5.1 SALE OF THE CONTRACTS. The following sentence is added to Section 5.1
of the Participation Agreement: The Company shall deliver the documents listed
in this Section 5.1 and any Amendments thereto and as required by Applicable
Law, including Applicable SEC Guidance.
5.2 TRUST ADVERTISING MATERIAL. With respect to any piece of advertising,
sales literature or other promotional material required to be furnished to the
Trust or the Distributor pursuant to Section 5.5 of the Participation Agreement,
the Company shall furnish to the Trust or the Distributor each such piece of
advertising, sales literature or other promotional material at least ten (10)
days prior to its use.
ARTICLE VI
COMPLIANCE WITH CODE
There are no amendments to this Article.
ARTICLE VII
EXPENSES
7.1 TRUST EXPENSES. Provision and maintenance of the Fund Documents Web
Site shall be added to the list of the Trust's Expenses as set forth in Section
7.2 of the Participation Agreement.
ARTICLE VIII
POTENTIAL CONFLICTS
5
There are no amendments to this Article.
ARTICLE IX
INDEMNIFICATION
9.1 INDEMNIFICATION BY THE COMPANY. The following items are added to
Section 9.1 of the Participation Agreement:
(g) arise as a result of any material failure by the Company or persons
under its control (or subject to its authorization) to provide services or
furnish materials as required under the terms of this Amendment; or
(h) arise out of any material breach by the Company or persons under its
control (or subject to its authorization) of this Amendment.
9.2 INDEMNIFICATION BY THE TRUST. The following items are added to Section
9.2 of the Participation Agreement:
(f) arise as a result of any material failure by the Trust to provide
services or furnish materials as required under the terms of the Amendment; or
(g) arise out of any material breach by the Trust or persons under its
control (or subject to its authorization) of the Amendment.
9.3 INDEMNIFICATION BY THE DISTRIBUTOR. The following items are added to
Section 9.3 of the Participation Agreement:
(f) arise as a result of any material failure by the Distributor to provide
services or furnish materials as required under the terms of the Amendment; or
(g) arise out of any material breach by the Distributor or persons under
its control (or subject to its authorization) of the Amendment.
ARTICLE X
RELATIONSHIP OF THE PARTIES; TERMINATION
10.1. RELATIONSHIP OF PARTIES. Section 10.1 of the Participation Agreement
is replaced with the following: The Company is to be an independent contractor
vis-a-vis the Trust, the Distributor, or any of their affiliates for all
purposes hereunder and will have no authority to act for or represent any of
them (except to the limited extent the Company acts as agent of the Trust
pursuant to Section 2.3(a) of this Agreement). In addition, no officer or
employee of the Company will be deemed to be an employee or agent of the Trust,
Distributor, or any of their affiliates. The Company will not act as an
"underwriter" or "distributor" of Trust shares, as those terms variously are
used in the 1940 Act, the 1933 Act, and rules and regulations thereunder.
Likewise, the Company will not be a "transfer agent" of the Trust as that term
is used in the 1934 Act and rules thereunder. Consistent with the foregoing, the
Company will not
6
be a "transfer agent" or "administrator" to the Trust as those terms are
referenced in Rule 38a-1 under the 1940 Act.
10.2 NON-EXCLUSIVITY AND NON-INTERFERENCE. Notices required to be provided
by the Company to the Distributor pursuant to Section 10.2(c) of the
Participation Agreement shall be given 90 days (rather than 60 days) in advance
of effecting any such substitution.
10.3 NON-EXCLUSIVITY AND NON-INTERFERENCE. The following is added to
Section 10.2 of the Participation Agreement:
(e) The Company will use its best efforts to provide the Distributor with
immediate notice if it becomes aware of any transactions in Account units that
would result in the Company making a redemption request for more than $25
million.
10.4 TERM AND TERMINATION. This Amendment shall become effective as of the
date written above and shall remain in effect unless specifically terminated as
provided in this Section 10.4. This Amendment may be terminated at any time,
without the payment of any penalty, by mutual agreement of the parties in
writing. This Amendment will terminate automatically upon the termination of the
Participation Agreement.
10.5 CONFIDENTIALITY. Section 10.8 of the Participation Agreement is
replaced with the following: All "Confidential Information" (as defined in this
section) supplied by one party to another party in connection with the
negotiation or carrying out of this Agreement shall remain the property of the
party providing such information and shall be kept confidential by the receiving
party or parties except: (a) as may be required by law, (b) as authorized in
writing by the party providing the information, or (c) in the event that such
information is otherwise made public. Each party agrees to take all reasonable
precautions to prevent any unauthorized disclosure of Confidential Information.
Confidential Information means (individually or collectively) proprietary
information of the parties to this Agreement, including but not limited to,
their inventions, "know-how", trade secrets, business affairs, prospect lists,
product designs, product plans, business strategies, finances, fee structures,
etc. Without limiting the generality of the foregoing, Confidential Information
includes: (a) information that the disclosing party designates in writing is
confidential or proprietary, (b) any non-public personal information or
personally identifiable financial information about any Contract Owner or
prospective Contract Owner, and (c) information that a reasonable
business-person would assume to be confidential or proprietary.
ARTICLE XI
APPLICABILITY TO NEW ACCOUNTS AND NEW CONTRACTS
There are no amendments to this Article.
ARTICLE XII
NOTICE, REQUEST OR CONSENT
The contact information for the Trust and Distributor is replaced with the
following:
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If to the Trust:
Xxxxx X. XxXxxxxx
President
Xxxxxxx Sachs Variable Insurance Trust
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Distributor:
Xxxxx X. XxXxxxxx
Managing Director
Xxxxxxx, Sachs & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ARTICLE XIII
MISCELLANEOUS
13.1 RULES OF CONSTRUCTION. To the extent the terms of this Amendment
conflict with the terms of the Participation Agreement, the terms of this
Amendment shall control.
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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 as of the date
specified below.
XXXXXXX XXXXX VARIABLE INSURANCE TRUST
(Trust)
Date: By: /s/ Xxxxx X. XxXxxxxx
---------------------------------
Name: Xxxxx X. XxXxxxxx
Title: President
XXXXXXX, SACHS & CO.
(Distributor)
Date: By: /s/ Xxxxx X. XxXxxxxx
---------------------------------
Name: Xxxxx X. XxXxxxxx
Title: President
METLIFE INSURANCE COMPANY OF CONNECTICUT
(Company)
Date: By: /s/ Xxxx X. XxXxxxx
---------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
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