AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between Xxxx Xxxxx Partners Variable Equity Trust, Xxxx
Xxxxx Partners Variable Income Trust (each a "Fund", collectively the "Funds"),
Xxxx Xxxxx Invest<,r Services, LLC (the "Distributor"), and Xxxx Xxxxx Partners
Fund Advisor, LLC (the "Adviser") and Metropolitan Life Insurance Company,
MetLife Insurance Company of Connecticut, MetLife Investors USA Insurance
Company, and First MetLife Investors 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 Funds and the Company agree to distribute the prospectuses of
the Portfolios within the Funds 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 Funds 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 Funds
provide the Company with Statutory Prospectuses.
3. The Funds and the Advisor 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 Funds and
its Portfolios. The Funds further represent and warrant that they have
appropriate policies and procedures in place to ensure that such web
site continuously complies with Rule 498.
4. The Funds and Advisor 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 Funds' and Portfolios' 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 Advisor shall
promptly notify the Company upon its discovery of any unexpected
interruptions in the availability of this web page.
5. The Funds and 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 Funds, Advisers, or one of their affiliates. The Funds
and 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, Adviser and Funds will provide the Company
with URLs to the current Funds' documents for use with the Company's
electronic delivery of fund documents or on the Company's website.
Adviser and the Funds 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. The Funds and 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 detennines that it will end its use of the Summary
Prospectus delivery option, the Fund and 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
tenns 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 Adviser and Funds 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 as of the date
first set forth above.
XXXX XXXXX PARTNERS EQUITY TRUST
By: /s/ X.X. Xxxxxx
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Name: X.X. Xxxxxx
Its: Chairman, Mutual Fund Boards
XXXX XXXXX PARTNERS INCOME TRUST
By: /s/ X.X. Xxxxxx
---------------------------------------
Name: X.X. Xxxxxx
Its: Chairman, Mutual Fund Boards
XXXX XXXXX PARTNERS FUND ADVISOR, LLC
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Secretary
XXXX XXXXX INVESTOR SERVICES, LLC
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Its: MANAGING DIRECTOR
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
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
FIRST METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
---------------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President
