AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each Participation Agreement (each an "Agreement")
currently in effect between Xxxxxxxxxxx Variable Account Funds (the "Fund"),
OppenheimerFunds, Inc. (the "Adviser"), and Metropolitan Life Insurance Company,
MetLife Insurance Company of Connecticut, MetLife Investors USA Insurance
Company and First MetLife Insurance Company (collectively, the "Company") is
effective as of May 1, 2010. All capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to such term in the respective
Agreements.
WHEREAS, the Fund and the Company 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;
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 meanings as set forth in Rule
498.
2. The Fund 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 Agreement requires that the Fund provide the Company
with Statutory Prospectuses.
3. The Fund and the Adviser each represents and warrants that the hosting
of such Summary Prospectuses on the Adviser's web site will comply
with the requirements of Rule 498 applicable to the Fund and its
Portfolios. The Adviser further represents and warrants that it has
appropriate policies and procedures in place to ensure that such web
site complies with Rule 498.
4. The Fund and the Adviser each agrees that the URL indicated on each
Summary Prospectus will lead contract owners directly to the Adviser's
web page used for hosting the Fund's or the respective Portfolio's
Summary Prospectuses or Statutory Prospectuses and that such web page
will contain the current Fund or Portfolio documents required to be
posted in compliance with Rule 498. The Fund shall notify the Company
within a reasonable amount of time of any extended unexpected
interruptions in the availability of this web page in violation of
Rule 498.
5. The Fund and the 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 Fund, the Adviser
or one of their affiliates. The Fund and the 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 in compliance with the timing
provisions of Rule 498.
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 reasonable request, the Fund and the Adviser will
provide the Company with URLs to the Fund's or the applicable
Portfolio's current documents for use with the Company's electronic
delivery of fund documents or on the Company's website. The Fund and
the Adviser will be responsible for ensuring the integrity of the URLs
and for maintaining the Fund's or Portfolio's current documents on the
site to which such URLs initially navigate.
9. The Fund and the Adviser represent and warrant that they have
reasonable safeguards in place to prevent the documents contained on
the Fund's or Portfolio's web page or pages, and the documents
provided to the 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 Fund and the Adviser will provide the
Company with at least 60 days' advance notice prior to its termination
of the Summary Prospectus delivery option; or if a determination to
terminate such use is made within a period that makes 60 days' notice
impossible, then as soon as practicable.
11. 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.
12. The parties agree that use of the Summary Prospectus by the Company
will be at the discretion of the Company. The Company agrees that it
will give the Fund and the Adviser sufficient notice of its 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.
Dated as of April 21, 2011.
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
XXXXXXXXXXX FUNDS, INC.
By: /s/ [Illegible Signature]
------------------------------------
Name: [Illegible Signature]
Title: SVP
METROPOLITAN LIFE INSURANCE COMPANY
By: Xxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: Xxxx X. XxXxxxx
------------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
METLIFE INVESTORS USA INSURANCE COMPANY
By: Xxxx X. XxXxxxx
------------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
FIRST METLIFE INVESTORS INSURANCE COMPANY
By: Xxxx X. XxXxxxx
------------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
