Amendment to Participation Agreement
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect among Xxx Xxxxxx Life Investment Trust (the "Fund"), Xxx
Xxxxxx Funds Inc. (the "Underwriter"), Xxx Xxxxxx Asset Management (the
"Adviser"), and Metropolitan Life Insurance Company, MetLife Insurance Company
of Connecticut, MetLife Investors USA Insurance Company, and First MetLife
Investors Insurance Company (collectively, the "Company") 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 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 setout the roles and responsibilities for
complying with Rule 498.
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 Fund and the Adviser each represent and warrant that the hosting
of such Summary Prospectuses at the URL disclosed on such Summary
Prospectus is designed to comply with the requirements of Rule 498(e)
and (f)(3) applicable to the Fund and its Portfolios.
3. The Adviser and the Underwriter represent and warrant that it will
respond to contract owner requests for additional Fund documents in a
manner designed to comply with the provisions of Rule 498(f)(1). The
Adviser and the Underwriter further represents and warrants that any
information obtained about contract owners will be used solely for the
purposes of responding to requests for additional Fund documents.
4. Company represents and warrants that any binding of Summary
Prospectuses and Statutory Prospectuses will be done in compliance
with Rule 498.
5. At the Company's request, the Adviser and the Fund will provide the
Company with URLs to the Fund's current documents for use with the
Company's electronic delivery of fund documents or on the Company's
website. The Adviser and the Fund will be responsible for ensuring the
integrity of the URLs and for maintaining the Fund's current documents
on the site to which such URLs originally navigate.
6. The parties agree that the Indemnification provisions of the
Participation Agreement among the Adviser, the Company and the Fund
will apply to the terms of this Summary Prospectus Agreement as
applicable.
7. The parties agree that the Company is not required to distribute
Summary Prospectuses to its contract owners, but rather distribution
of the Summary Prospectus will be at the discretion of the Company.
The Company agrees that it will give the Fund, the Adviser and the
Underwriter sufficient notice of its intended use of the Summary
Prospectuses or the Statutory Prospectus.
8. The Fund reserves the right to discontinue or suspend the use of
Summary Prospectuses and, instead, offer Statutory Prospectuses to
meet the prospectus delivery requirements under the Securities Act of
1933. The Fund agrees that it will give the Company sufficient notice
if it decides to discontinue or suspend the use of Summary
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 as of the date
specified above.
XXX XXXXXX LIFE INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Its: CFO and Treasurer
XXX XXXXXX FUNDS INC.
By: /s/ Xxxxxx X. Xxxx, III
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Name: Xxxxxx X. Xxxx, III
Its: Managing Director
XXX XXXXXX ASSET MANAGEMENT
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Its: Managing Director
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: 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
FIRST METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
---------------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President
