AMENDMENT TO AGREEMENT
Effective July 22, 2016, the Participation Agreement ("Agreement"), dated
November 17, 2014 by and among MetLife Insurance Company USA ("Company"), X.
Xxxx Price Associates, Inc. ("Adviser"), on behalf of itself and certain X. Xxxx
Price Funds ("Fund" or "Funds") and X. Xxxx Price Investment Services, Inc.
("Underwriter") (collectively, the "Parties") is hereby amended as follows:
WHEREAS, the Parties desire to amend the Agreement to include provisions
for the Fund to distribute prospectuses 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,
NOW, THEREFORE, in consideration of their mutual promises, the Parties
agree to amend the Agreement as follows:
Article IV of the Agreement is amended to include the following:
4.8(a) For purposes of the Agreement, (i) the terms Summary Prospectus and
Statutory Prospectus shall have the same meaning as set forth in Rule 498
of the 1933 Act, as amended ("Rule 498") and (ii) the term "prospectus"
shall collectively include the Fund's current Summary Prospectus and the
Fund's current Statutory Prospectus including any updates/amendments
thereto. The term "Fund Documents" shall mean those documents prepared by
the Fund that, pursuant to Rule 498(e)(1) or any successor rule, 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. Fund
Documents include without limitation the Fund's current Summary Prospectus,
current Statutory Prospectus, current Statement of Additional Information
("SAI"), most recent annual and semi-annual reports to shareholders under
Rule 30e-l of the 1940 Act and amendments/updates to any of the foregoing.
4.8(b) The Fund and the Underwriter represent and warrant that the Summary
Prospectuses and the hosting of such Summary Prospectuses on the Web site
("Fund Documents Web Site") maintained by the Fund or its agent where
Contract owners and prospective Contract owners may access the Fund
Documents will comply in all material respects with the requirements of
Rule 498 or any successor rule applicable to the Fund. The Fund and the
Underwriter represent and warrant that the url indicated on each Summary
Prospectus will lead Contract owners to the Fund Documents Web Site used
for hosting Summary Prospectuses and that the Fund Documents Web Site will
host the current Fund Documents required to be posted in compliance with
Rule 498 or any successor rule. The Fund will notify the Company within a
reasonable period of time of any non-routine unavailability of the Fund
Documents Web Site, whether for maintenance, disaster recovery or in
response to attempted or actual security breaches by others provided that
such non-routine unavailability lasts greater than 24 hours. The Fund
represents that it has prepared and shall hereafter maintain adequate
disaster recovery plans and procedures with regard to the Fund Documents
Web Site that meet the requirements of applicable law at its sole cost and
expense.
4.8(c) The Fund and the Underwriter represent and warrant that they will be
responsible for compliance with the provisions of Rule 498(f)(1) or any
successor rule involving Contract owner requests for additional Fund
Documents that may be made directly to the Fund, its Underwriter or one of
their affiliates.
4.8(d) The Company represents and warrants that it will be responsible for
compliance with the provisions of Rule 498(f)(1) or any successor rule
involving Contract owner requests for additional Fund documents made
directly to the Company or one of its affiliates.
4.8(e) 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 Fund and the
Underwriter may provide web links or urls to the Company for use with
Company's electronic delivery of Fund Documents or on the Company's
website. The Company will be solely responsible for the maintenance of such
web links. The Underwriter shall provide the Company with as many copies of
the Fund Documents including without limitation the Fund's current
prospectus as the Company may reasonably request for use with Contract
owners. If requested by the Company in lieu thereof, the Fund shall provide
such documentation (including a final copy of the new prospectus on
diskette at the Fund's or Underwriter's expense) and other assistance as is
reasonably necessary in order for the Company once each year (or more
frequently if the prospectus for the Fund is amended) to have the
prospectus for the Contracts and the Fund's prospectus printed together in
one document (such printing of the Fund's prospectus and profiles for
Contract owners to be at the Fund's or Underwriter's expense). The Company
represents and warrants that any bundling of Summary Prospectuses and
Statutory Prospectuses will be done in compliance with Rule 498 or any
successor rule.
4.8(f) If at any point the Fund determines that it no longer wishes to
utilize the Summary Prospectus delivery option, the Fund must provide the
Company with at least sixty (60) days' advance written notice of this
intent so that the Company can arrange to deliver a Statutory Prospectus in
place of a Summary Prospectus, and to reprint any bound volume referred to
in Section 4.8(a) above. The Fund or the Underwriter will bear the
proportional cost associated with reprinting and rebinding any bound volume
referred to in Section 4.8(a) above due to (i) the Fund's decision to no
longer use a Summary Prospectus or (ii) any material Fund event such as a
merger or liquidation that would require updating under applicable law.
After the termination of any notice period provided to the Company pursuant
to this subsection, the Fund shall continue to maintain the Fund Documents
Web Site in compliance with the requirements of this Agreement and Rule 498
or any successor rule for a minimum of 90 days, in order to comply with
Rule 498(e)(1) or any successor rule.
4.8(g) The Fund will work with the Company so as to enable the Company to
make changes to its prospectus or registration statement, in an orderly
manner. The Fund will
provide the Company with as much notice as is reasonably practicable of any
material change to the Fund Documents, particularly any change resulting in
a change to the registration statement or prospectus for any Portfolio used
by an Account, in order to enable the Company to fulfill its obligations
under this Agreement and applicable law. The Fund or Underwriter will
provide to the Company in PDF or camera-ready form and electronic form
otherwise suitable for printing or duplication and as agreed to by the
parties at least one complete copy of all Fund Documents that relate to the
Fund or its Shares no later than the date that such document is filed with
the SEC. The Fund or Underwriter shall provide the Company with at least
ten (10) Business Days advance written notice that a new version of a Fund
Document will become available. To the extent permitted by applicable law,
the Fund or Underwriter shall provide the Company with reasonable advance
written notice that a supplement will become available, provided, however,
that such notice shall be reasonable in the circumstances. The Fund or
Underwriter shall provide the Company with a copy, in PDF or camera-ready
form and electronic form otherwise suitable for printing or duplication and
as agreed to by the parties, any supplement to any Fund Document no later
than five (5) Business Days prior to the date that such supplement is filed
with the SEC. The Fund or Underwriter will provide to the Company in PDF or
camera- ready form and electronic form otherwise suitable for printing or
duplication and as agreed to by the parties Fund profiles, proxy
statements, sales literature and other promotional materials, applications
for exemptions, and requests for no-action letters promptly after the
filing of such document(s) with the SEC or other regulatory authorities.
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.
METLIFE INSURANCE COMPANY USA
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: VP
Date: 8-02-2016
X. XXXX PRICE ASSOCIATES, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: V.P.
Date: 8/9/16
X. XXXX PRICE INVESTMENT SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: V.P.
Date: 8/9/16
