AMENDMENT TO PARTICIPATION AGREEMENT
Effective May 1, 2013, the Participation Agreement (the "Agreement"), dated
August 1, 1996, as amended, by and among Metropolitan Life Insurance Company
("Company"), X. Xxxx Price Equity Series, Inc., X. Xxxx Price Fixed Income
Series, Inc., X. Xxxx Price International Series, Inc. and X. Xxxx Price
Investment Services, Inc. (collectively, the "Parties") is hereby amended as
follows:
WHEREAS, the Parties desire to amend the Agreement to include provisions
for the Fund to distribute the prospectuses of the Portfolios within 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,
NOW, THEREFORE, in consideration of their mutual promises, the Parties
agree as follows:
ARTICLE III. Prospectuses, Statements of Additional Information and Proxy
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Statements; Voting Section 3.7 of the Agreement is hereby added as follows:
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3.7 Summary Prospectus
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3.7(a) Definitions. For purposes of this Section 3.7, the terms
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"Summary Prospectus" and "Statutory Prospectus" shall have the same meaning
ascribed to them in Rule 498 of the 1933 Act ("Rule 498")
3.7(b) Obligations of the Portfolios.
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(i) The Fund shall provide the Company with copies of the
Summary Prospectus, if available, in the same manner and
at the same time as the Agreement requires it to provide
the Company with Statutory Prospectuses.
(ii) The Fund shall be responsible for compliance with
Rule 498(e).
(iii) The Fund agrees that the URL indicated on each Summary
Prospectus will lead directly to the web page used for
hosting Summary Prospectuses and that such web page will
host the current Portfolio documents required to be
posted in compliance with Rule 498.
The Fund shall use its best efforts to promptly notify
the Company of the non-routine unexpected interruptions
in availability of this web page. The Fund agrees that
the web page used for hosting Summary Prospectuses will
not contain any marketing materials.
(iv) At the Company's request, the Fund will provide the
Company with URLs to the current Portfolio documents for
use with Company's electronic delivery of Portfolio
documents, or on the Company's website. The Fund will be
responsible for ensuring the integrity of the URLs and
for maintaining Portfolio documents on the website to
which such URLs originally navigate.
(v) The Company shall be permitted, but not required, in its
sole discretion to post a copy of each Portfolio's
Statutory Prospectus and/or Summary Prospectus, and any
supplements thereto, SAI, and any supplements thereto,
annual reports, and semi-annual reports on the Company's
website. Notwithstanding the foregoing, the Fund shall
be and remain solely responsible for ensuring that the
Fund complies with the requirement for hosting these
documents under Rule 498.
(vi) If the Fund determines that it will end its use of the
Summary Prospectus delivery option, the Fund will use
its best efforts to provide the Company with reasonable
advance notice of its intent.
3.7(c) Representations and Warranties of the Fund.
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(i) The Fund represents and warrants that the Summary
Prospectuses are intended to comply in all material
respects with the requirements of Rule 498 applicable to
the Fund and its Portfolios.
(ii) The Funds represents and warrants that the web site
hosting of the Summary Prospectuses is intended to
comply in all material respects with the requirements of
Rule 498 applicable to the Fund and its Portfolios.
(iii) The Fund represents and warrants that it will be
responsible for compliance with the provisions of Rule
498(f)(1) involving requests for additional Fund
documents made directly to the Fund or one of its
affiliates. The Fund further represents and warrants
that any information obtained about Contract owners
pursuant to this provision will be used solely for the
purposes of responding to requests for additional Fund
documents.
(iv) The Fund represents and warrants that it will use
commercially reasonable efforts to employ procedures
consistent with industry practices designed to reduce
exposure to viruses.
3.7(d) Representations and Warranties of the Company.
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(i) The Company represents and warrants that it will be
responsible for compliance with the provision of 498(f)(1)
involving requests for additional Portfolio documents made by
Contract owners directly to the Company or one of its
affiliates.
(ii) The Company represents and warrants that any binding together
of Summary Prospectuses and/or Statutory Prospectuses will be
done in compliance with Rule 498.
3.7(e) The parties agree that the Company is not required to distribute
Summary Prospectuses to Contract owners, but rather that the use of Summary
Prospectuses will be at the Company's discretion. The Company agrees that it
will give the Fund reasonable advance notice of its intended use of Summary
Prospectuses or 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.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
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Title: Vice President
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Date: 7/26/16
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X. XXXX PRICE EQUITY SERIES, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
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Title: Vice President
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Date: 8/10/16
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X. XXXX PRICE FIXED INCOME SERIES, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
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Title: Vice President
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Date: 8/10/16
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X. XXXX PRICE INTERNATIONAL SERIES, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
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Title: Vice President
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Date: 8/10/16
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X. XXXX PRICE INVESTMENT SERVICES, INC.
By: /s/ Xxxx Xxxxxxx-Xxxx
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Name: Xxxx Xxxxxxx-Xxxx
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Title: Vice President
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Date: 03/21/2013
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