AMENDMENT TO SHARED FUNDING AGREEMENT
This Amendment to the Shared Funding Agreement ("Agreement") dated June 5,
1990 between XXXXXXX DISTRIBUTORS, INC. (the "Distributor")(formerly named
Xxxxxxx Securities Corporation), which serves as principal underwriter to
XXXXXXX VARIABLE SERIES, INC. (the "Fund")(formerly named Acacia Capital
Corporation) with respect to the series of the Fund listed in Schedule A hereto
(the "Series"), and METROPOLITAN LIFE INSURANCE COMPANY (the "Insurance
Company"), which offers the Series through its separate accounts to Investors,
is effective as of the 30th day of April, 2010. All capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to such terms
in the Agreement. On or about April 30, 2011, the Distributor will change its
name to Xxxxxxx Investment Distributors, Inc., and upon the effectiveness of
such name change all references in this Agreement to the Distributor shall
automatically become references to Xxxxxxx Investment Distributors, Inc.
WHEREAS, the Distributor and the Insurance Company agree to distribute the
prospectuses of the Fund to Investors pursuant to Rule 498 of the Securities Act
of 1933 ("Rule 498"); and
WHEREAS, the parties hereto desire to set out their 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. On behalf of the Fund, the Distributor shall provide the Insurance
Company with copies of the Summary Prospectuses of the Series (the
"Summary Prospectuses") and any Supplements thereto in the same manner
and at the same times as the Agreement requires that the Distributor
provide the Insurance Company with Statutory Prospectuses of the
Series (the "Statutory Prospectuses").
3. On behalf of the Fund, the Distributor represents and warrants that
the Summary Prospectuses and the hosting of such Summary Prospectuses
on the Xxxxxxx website will comply with the requirements of Rule 498
applicable to the Fund. The Distributor further represents and
warrants that the Fund has appropriate policies and procedures in
place to ensure that such web site continuously complies with Rule
498.
4. On behalf of the Fund, the Distributor agrees that the Internet
address indicated on each Summary Prospectus will lead Investors
directly to the
Xxxxxxx 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 Distributor shall
immediately notify the Insurance Company of any unexpected
interruptions in the availability of this web page.
5. On behalf of the Fund, the Distributor represents and warrants that
the Fund will be responsible for compliance with the provisions of
Rule 498(f)(i) involving Investor requests for additional Fund
documents made directly to the Fund, the Distributor or one of
Distributor's affiliates. The Distributor further represents and
warrants that any information obtained through such process by the
Fund, the Distributor or an affiliate of Distributor about Investors
will be used solely for the purposes of responding to requests for
additional Fund documents.
6. The Insurance Company represents and warrants that it will respond to
requests for additional Fund documents made by Investors directly to
the Insurance Company or one of its affiliates.
7. The Insurance Company represents and warrants that any bundling of
Summary Prospectuses and Statutory Prospectuses will be done in
compliance with Rule 498.
8. At the Insurance Company's request, the Distributor will provide the
Insurance Company with URLs to the Fund's current documents for use
with the Insurance Company's electronic delivery of fund documents or
on the Insurance Company's website. The Distributor represents and
warrants that the Fund will be responsible for ensuring the integrity
of the URLs and for maintaining the Fund's current documents on the
Xxxxxxx site to which such URLs originally navigate.
9. On behalf of the Fund, the Distributor represents and warrants that
the Fund has reasonable safeguards in place to prevent the documents
contained on the Xxxxxxx web page, and the fund documents provided to
the Insurance 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 Distributor will provide the Insurance
Company with at least 60 days' advance notice of the Fund's 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.
-2
12. The parties agree that the Insurance Company is not required to
distribute Summary Prospectuses to the Investors, but rather that use
of the Summary Prospectus by such Investors will be at the discretion
of the Insurance Company. The Insurance Company agrees that it will
give the Distributor sufficient notice of the Insurance Company's
intended use of the Summary Prospectuses or the Statutory
Prospectuses.
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.
XXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
-3
SCHEDULE A
TO SHARED FUNDING AGREEMENT
BETWEEN XXXXXXX DISTRIBUTORS, INC. AND METROPOLITAN LIFE INSURANCE COMPANY
SERIES OF THE FUND
(XXXXXXX VARIABLE SERIES, INC.)
Xxxxxxx XX SRI Balanced Portfolio
Xxxxxxx XX SRI Mid Cap Growth Portfolio
-4
