AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between The Xxxxx Portfolios (the "Trust"), Xxxx Xxxxx &
Company, Incorporated (the "Distributor"), and MetLife Insurance Company of
Connecticut, and MetLife Investors USA Insurance Company (collectively, the
"Company"), respectively, is effective this 30th day of April, 2010. All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the respective Agreements.
WHEREAS, the Trust and the Company agree to distribute the prospectuses of
the Portfolios of the Trust 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 meaning as set forth in Rule
498.
2. The Trust 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 Participation Agreement requires that the Trust
provide the Company with Statutory Prospectuses.
3. The Trust represents and warrants that the Summary Prospectuses and
the hosting of such Summary Prospectuses will comply with the
requirements of Rule 498 applicable to the Trust and its Portfolios
The Trust further represents and warrants that it has appropriate
policies and procedures in place to ensure that such web site
continuously complies with Rule 498.
4. The Trust agrees that the URL indicated on each Summary Prospectus
will lead contract owners directly to the web page used for hosting
Summary Prospectuses, that such web page will contain the current
Trust 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 Trust shall immediately notify the Company
of any unexpected interruptions in the availability of this web page.
5. The Trust and the Distributor represent and warrant that they will be
responsible for compliance with the provisions of Rule 498(f)(i)
involving contract owner requests for additional Trust documents made
directly to the
Trust, the Distributor or one of their affiliates. The Trust and the
Distributor further represent and warrant that any information
obtained about contract owners will be used solely for the purposes of
responding to requests for additional Trust documents.
6. The Company represents and warrants that it will respond to requests
for additional Trust documents made by contract owners directly to the
Company or one of its affiliates.
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 request, the Trust will provide the Company with URLs
to the Trust's current documents for use with Company's electronic
delivery of fund documents or on the Company's website. The Trust will
be responsible for ensuring the integrity of the URLs and for
maintaining the Trust's current documents on the site to which such
URLs originally navigate to.
9. The Trust and the Distributor represent and warrant that they have
reasonable safeguards in place to prevent the documents contained on
the web page, and the documents provided to the Company for purposes
of electronic delivery, from containing any virus.
10. If the Trust determines that it will end its use of the Summary
Prospectus delivery option, the Trust and the Distributor will provide
the Company with at least 60 days' advance notice of its intent.
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 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
Company agrees that it will give the Trust and the Distributor
sufficient notice of its intended use of the Summary Prospectuses or
the Statutory Prospectus.
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 15, 2010.
THE XXXXX PORTFOLIOS
By: /s/ Xxx Xxxxxx
-------------------------------------
Name: Xxx Xxxxxx
Its: Secretary
XXXX XXXXX & COMPANY, INCORPORATED
By: /s/ Xxx Xxxxxx
-------------------------------------
Name: Xxx Xxxxxx
Its: Executive Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
-------------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-------------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President
