AMENDMENT NO. 2 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, Xxxxx Fargo Funds Trust (the "Trust") and
Xxxxx Fargo Funds Distributor, LLC ("WFFD") is made and entered into effective
as of April 30, 2012. 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 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;
WHEREAS, the parties desire to restate and replace Exhibit A of the
Agreement, as attached hereto;
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 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 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 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 Trust shall immediately notify the Company of any unexpected
interruptions in the availability of this web page.
5. The Trust represents and warrants 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
or one of their 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 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 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.
9. 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.
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 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.
Xxxxx Fargo Funds Distributor, LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: SVP
Xxxxx Fargo Variable Trust
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Assistant Secretary
MetLife Insurance Company of Connecticut
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT A
The following is a list of Accounts under this Agreement:
MetLife of CT Separate Account Eleven for Variable Annuities
The following is a list of Designated Portfolios under this Agreement:
Xxxxx Fargo Variable Trust Small Cap Value Fund-Class 2
