PARTICIPATION AGREEMENT ADDENDUM
Effective as of May 1, 2011
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
MetLife Investors USA Insurance Company
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 Investors USA Insurance Company, 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 a Participation Agreement dated November 1, 205, 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)
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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 EACH PRODUCTS TRUST
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 INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
The Distributor: METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxx X. Xxx
---------------------------------
Name: Xxxx X. Xxx
Title: Vice President
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ATTACHMENT A TO PARTICIPATION AGREEMENT ADDENDUM
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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.
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