AMENDMENT TO
PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between AIM Variable Insurance Funds (Invesco Variable
Insurance Funds) ("AVIF"), Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc. and A I M Distributors, Inc.) ("Invesco"), and
Metropolitan Life Insurance Company, MetLife Insurance Company of Connecticut,
MetLife Investors USA Insurance Company, MetLife Investors Insurance Company,
MetLife Investors Insurance Company of California, First MetLife Investors
Insurance Company, and General American Life 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.
1. All references in the Agreement to the defined term "AVIF Prospectus," or
to a "prospectus" or "prospectuses" of or relating a Fund or AVIF, shall mean
and include a Summary Prospectus as defined in Rule 498 under the 1933 Act
("Rule 498") of a Fund or AVIF ("AVIF Summary Prospectus"), except as required
by Section 2, below.
2. Each Party's representations, warranties, and obligations under the
Agreement with respect to the text composition, printing, mailing, and
distribution of the AVIF Prospectus shall remain as they currently are, except
that:
a. LIFE COMPANY may, in its discretion and upon [10] days' advance written
notice to AVIF and Invesco, print, mail, and distribute the AVIF Summary
Prospectus IN LIEU OF the Statutory Prospectus as defined in Rule 498 of
AVIF or a Fund thereof ("AVIF Statutory Prospectus"),
i. unless required by applicable law or regulation to deliver an AVIF
Statutory Prospectus, or
ii.unless AVIF determines to no longer authorize the use of the AVIF
Summary Prospectus, in which case AVIF shall give LIFE COMPANY [60]
days' advance written notice of the effectiveness of such
determination to the extent necessary for LIFE COMPANY to arrange for
the delivery of an AVIF Statutory Prospectus,
PROVIDED that AVIF or Invesco shall be responsible for compliance with all
provisions of Rule 498 other than paragraphs (1) and (2) of Rule 498(c) and
(d), and paragraph (2) of Rule 498(f), or any successor provisions, which shall
be the responsibility of LIFE COMPANY; PROVIDED FURTHER, that LIFE COMPANY
shall be responsible for timely responding to any request that it may receive
directly from a Participant investing in a Fund for a paper or an electronic
copy of an AVIF Statutory Prospectus, Statement of Additional Information, or
periodic report (each, an "AVIF Document") pursuant to Rule 498(f)(1) or any
successor provision. It being understood that LIFE COMPANY will not direct
Participants or prospective Participants to AVIF or Invesco for fulfillment
thereof.
b. LIFE COMPANY may, in its discretion and upon [10] days' advance written
notice to AVIF and Invesco, print, mail, and distribute the AVIF Summary
Prospectus IN ADDITION TO, rather than in lieu of, the AVIF Statutory
Prospectus, in which case AVIF or Invesco shall be responsible for
compliance with paragraphs (a) and (b) of Rule 498, but not the other
paragraphs of the Rule.
c. AVIF or Invesco shall deliver to LIFE COMPANY electronic copies of both
the AVIF Summary Prospectus and AVIF Statutory Prospectus for use by
LIFE COMPANY. AVIF or Invesco also shall deliver to LIFE COMPANY the URL
(uniform resource locator) for each AVIF Document to enable LIFE COMPANY
to send a direct link to the document on the Internet by email in
response to Participant requests for an electronic copy of any such
document, as permitted by Rule 498(f)(1).
d. LIFE COMPANY shall promptly notify AVIF and Invesco if it determines to
no longer deliver the AVIF Summary Prospectus, and each Party shall
promptly notify the other Parties if it becomes aware of facts or
circumstances that may prevent the use or continued use of the AVIF
Summary Prospectus in the manner contemplated hereby.
3. None of the foregoing shall in any way limit the ability of AVIF's Board
of Trustees to require the delivery of the AVIF Summary Prospectus in lieu of
the AVIF Statutory Prospectus in the future.
4. In all other respects, the Agreement shall remain the same. All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Agreement.
IN WITNESS WHEREOF, each of undersigned parties hereto has caused this
Amendment to be executed in its name and behalf by its duly authorized officer
as of the Effective Date.
AIM VARIABLE INSURANCE FUNDS INVESCO DISTRIBUTORS, INC.
(INVESCO VARIABLE INSURANCE FUNDS)
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxxxx
----------------------------- -----------------------------
Name: Xxxx X. Xxxx Name: Xxxx X. Xxxxxx
Title: Senior Vice President Title: President
METROPOLITAN LIFE INSURANCE METLIFE INSURANCE COMPANY OF
COMPANY CONNECTICUT
By: /s/ Xxxx X. Xxxxxx, Xx. By: /s/ Xxxx X. XxXxxxx
-------------------------- --------------------------
Name: Xxxx X. Xxxxxx, Xx. Name: Xxxx X. XxXxxxx
Title: Vice President Title: Vice President and Actuary
METLIFE INVESTORS USA METLIFE INVESTORS INSURANCE
INSURANCE COMPANY COMPANY
By: /s/ Xxxx X. XxXxxxx By: /s/ Xxxx X. XxXxxxx
-------------------------- --------------------------
Name: Xxxx X. XxXxxxx Name: Xxxx X. XxXxxxx
Title: Vice President Title: Vice President
METLIFE INVESTORS INSURANCE FIRST METLIFE INVESTORS
COMPANY OF CALIFORNIA INSURANCE COMPANY
By: By: /s/ Xxxx X. XxXxxxx
--------------------------
Name: Name: Xxxx X. XxXxxxx
Title: Title: Vice President
GENERAL AMERICAN INSURANCE
COMPANY
By: Xxxx X. XxXxxxx
--------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
AMENDMENT NO. 3
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated April 30, 2004, by and
among AIM Variable Insurance Funds, a Delaware trust ("AVIF'); Invesco Aim
Distributors, Inc., a Delaware corporation ("AIM"), Metropolitan Life Insurance
Company, a New York life insurance company, ("LIFE COMPANY"), on behalf of
itself and each of its segregated asset accounts listed in Schedule A hereto,
as the parties hereto may amend from time to time (each an "Account," and
collectively, the "Accounts"), is hereby amended as follows:
WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds will be
renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds). All
references to AIM Variable Insurance Funds will hereby be deleted and replaced
with AIM Variable Insurance Funds (Invesco Variable Insurance Funds);
WHEREAS, effective April 30, 2010, Invesco Aim Distributors, Inc. will be
renamed Invesco Distributors, Inc. All references to Invesco Aim Distributors,
Inc. will hereby be deleted and replaced with Invesco Distributors, Inc.
WHEREAS the parties desire to amend, the list of the Accounts and the list
of Funds set forth in Schedule A to the Agreement.
Schedule A of the Agreement is hereby deleted in its entirety and replaced
with the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
-----------------------------------
ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS
(INVESCO VARIABLE INSURANCE FUNDS)
ACCOUNTS UTILIZING THE FUNDS
----------------------------
ALL ACCOUNTS UTILIZING THE FUNDS
CONTRACTS FUNDED BY THE ACCOUNTS
--------------------------------
ALL CONTRACTS FUNDED BY THE ACCOUNTS
Except as expressly supplemented, amended or consented to hereby, all of the
representations and conditions of the Agreement will remain unamended and will
continue to be in full force and effect.
1
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 3
to be executed in their name and on their behalf by and through their duly
authorized officers signing below.
Effective date: April 30, 2010
AIM VARIABLE INSURANCE FUNDS
(INVESCO VARIABLE INSURANCE FUNDS)
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
-------------------------- --------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxx X. Xxxx
Title: Assistant Secretary Title: Senior Vice President
INVESCO DISTRIBUTORS, INC.
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
-------------------------- --------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Secretary Title: President
METROPOLITAN LIFE INSURANCE COMPANY
(on behalf of the Accounts and itself)
Attest: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------- --------------------------
Name: Xxxxx X. Minellia Name: Xxxx X. Xxxxxx, Xx.
Title: Counsel Title: Vice President
2
Amendment No. 2 to Shareholder Services Agreement Dated July 12, 2004
This Amendment to the Shareholder Services Agreement ("Agreement") currently
in effect between American Century Investment Services, Inc. ("Distributor")
and Metropolitan Life Insurance Company (the "Company"), respectively, is
effective this 1st day of May, 2010. All capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such term in the
respective Agreement.
WHEREAS, Distributor and the Company agree to permit the distribution of the
prospectuses of the Funds of the Issuer 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:
A. Amendments Related to Rule 498
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. Distributor 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 Distributor provide the
Company with Statutory Prospectuses.
3. Distributor 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 Issuer and its Funds.
Distributor 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. Distributor agrees that the URL indicated on each Summary Prospectus
will lead contract owners directly to a central web page with prominent
links to the Funds' Summary Prospectuses and such other 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. Notwithstanding the foregoing, Insurance Company understands
and agrees that the central website hosting Fund documents will include
links to all variable portfolio funds offered by the Issuers, not just
the Funds made available by Insurance Company under the Agreement.
Distributor shall immediately notify the Company of any unexpected
interruptions in the availability of this web page.
1
5. Distributor represents and warrants that it 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
Issuer, the Funds, Distributor or one of their affiliates. Distributor
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.
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.
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, Distributor will provide the Company with URLs
to the Funds' current documents for use with the Company's electronic
delivery of Fund documents or on the Company's website. Distributor will
be responsible for ensuring the integrity of the URLs and for
maintaining the Funds' current documents on the site to which such URLs
originally navigate.
9. Distributor represents and warrants that it has 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 Issuer determines that it will end its use of the Summary
Prospectus delivery option, 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 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 Distributor sufficient notice of its intended use of
the Summary Prospectuses or the Statutory Prospectus. To the extent that
Distributor is required under the Agreement to reimburse the Company for
applicable printing and mailing costs associated with distribution of
the Funds' prospectuses, the parties agree that Distributor will only be
required to reimburse printing and mailing costs associated with
distribution of the Funds' Summary Prospectuses. If the Company
determines, in its discretion, to distribute Statutory Prospectuses to
underlying investors in the Funds, Insurance Company will be responsible
for all printing and mailing costs for Fund Statutory Prospectus
distribution that are in excess of the costs that would have been
incurred had the Company distributed Summary Prospectuses to underlying
investors in the Funds.
2
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed as of the date first set forth above.
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Its: Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
--------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: Vice President
3
SCHEDULE I
REGULATORY REPORT EXPENSES
American Century and the Company will coordinate the functions and pay the
costs of the completing distribution to shareholders of required Fund documents
or other shareholder communications based upon an allocation of costs in the
tables below. Costs shall be allocated to reflect the Fund's share of the total
costs determined according to the number of pages of the Fund's respective
portions of the documents. Notwithstanding anything to the contrary, the
parties agree that in the event the Company undertakes to print and/or
distribute Fund materials itself, Distributor will only be required to
reimburse Company's expenses up to the amount Distributor would have paid its
own shareholder communications vendor for such printing and distribution.
Company shall send invoices for such expense to Distributor within 90 days of
the event, along with such other supporting data as may be reasonably
requested. The invoice will reference the applicable Item and Function, along
with Distributor's number of pages printed. The Company invoices should be sent
to the following email message group: XXXXXX@xxxxxxxxxxxxxxx.xxx. Fees will be
---------------------------
payable within 45 days of receipt of the invoice, as long as such supporting
data defines the appropriate expenses.
Party Responsible for Party Responsible for
Item Function Coordination Expense
---- ------------------ --------------------- ---------------------
Mutual Fund Printing of Company Inforce -Distributor
Summary Insurance (Distributor to
Prospectus Company provide Company Prospective -Company
Product with document in
Prospectus or PDF format or
Mutual Fund Data File)
Prospectus
Printing of Distributor Distributor
Mutual Fund
Prospectus
Distribution Company Distributor
(including
postage) to
Inforce Clients
Distribution Company Company
(including
postage) to
Prospective
Clients
Mutual Fund If Required by Distributor Distributor
Summary Fund, Distributor
Prospectus
Annual Update
If Required by Company Company
Company (Distributor to
provide Company
with document in
PDF format)
4
PARTY RESPONSIBLE FOR PARTY RESPONSIBLE FOR
ITEM FUNCTION COORDINATION EXPENSE
---- ----------------- --------------------- ---------------------
Mutual Fund Printing Distributor Distributor
Statutory
Prospectus
Distribution Party who receives Party who receives
(including the request the request
postage)
Mutual Fund Printing Distributor Distributor
Statement of
Additional
Information
Distribution Party who receives Party who receives
(including the request the request
postage)
Proxy Material Printing of Distributor Distributor
for Mutual proxy required
Fund by Law
Distribution of Company Distributor
proxy
(including
postage)
required by
Law
Mutual Fund Printing of Distributor Distributor
Annual & reports
Semi-Annual
Report
Printing of Company Distributor
reports (Distributor to
provide Company
with document in
PDF format)
Distribution Company Company
(including
postage)
Other If Required by Company Distributor
communication Law, the Fund,
to New and Distributor or
Prospective Adviser
clients
If Required by Company Company
Company
Other Distribution, if Company Distributor
communication required by the
to inforce, Distributor
including
Prospectus
Supplements
Distribution, if Company Company
required by
Company
5
Amendment to Participation Agreement
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between American Funds Insurance Series (the "Series"),
Capital Research and Management Company ("CRMC") and Metropolitan Life
Insurance Company, MetLife Insurance Company of Connecticut, MetLife Investors
USA Insurance Company, MetLife Investors Insurance Company, First MetLife
Investors Insurance Company, New England Life Insurance Company and General
American Life 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 Series and the Company agree to distribute the prospectuses of
the funds within the Series 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 Series and CRMC each 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 Series and its
funds. The Series further represents and warrants that it has reasonable
policies and procedures in place designed to monitor such web site for
compliance with the requirements of Rule 498.
3. The Series and CRMC each agrees that the URL indicated on each Summary
Prospectus will lead contract owners directly to the web page used for
hosting Summary Prospectuses and that such web page will contain the
current Series' and funds' documents required to be posted in compliance
with Rule 498. The Series shall notify the Company of any unexpected
interruptions in the availability of this web page promptly upon the
Series' or CRMC's discovery of such interruption.
4. The Series and CRMC 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
Series, CRMC or one of their affiliates. The Series and CRMC further
represent and warrant 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.
5. The Company represents and warrants that it 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
Company or one of its affiliates.
6. Company represents and warrants that any bundling of Summary
Prospectuses and Statutory Prospectuses will be done in compliance with
Rule 498.
7. CRMC and the Series may, at the Company's request, provide the Company
with URLs to the current Series' and funds' documents for use with
Company's electronic delivery of fund documents or on the Company's
website. CRMC and the Series will be responsible for ensuring the
integrity of the URLs and for maintaining the Series' and funds' current
documents on the site to which such URLs originally navigate to. The
Company will be responsible for the maintenance of any web links to such
URLs on the Company's website.
8. The Series and CRMC make no warranty, express or implied, that the
American Funds' website or the documents contained thereon will be free
from any defects, bugs, errors or malfunctions; provided, however that
the Series and CRMC hereby agree to use commercially reasonable efforts
to employ procedures consistent with industry practices designed to
reduce exposure to viruses.
9. If the Series determines that it will end its use of the Summary
Prospectus delivery option, the Series and CRMC will provide the Company
with at least 60 days' advance notice of its intent.
10.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.
11.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 CRMC and the Series 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 as of the
date first set forth above.
AMERICAN FUNDS INSURANCE SERIES
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Its: Secretary
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Its: Senior Vice President and Secretary Approved for Signature
by CRMC legal Dept. ~
METROPOLITAN LIFE INSURANCE COMPANY
By:
Name:
Its:
METLIFE INSURANCE COMPANY OF CONNECTICUT
By:
Name:
Its:
METLIFE INVESTORS USA INSURANCE COMPANY
By:
Name:
Its:
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 first set forth above.
------------------------------------------
AMERICAN FUNDS INSURANCE SERIES
------------------------------------------
By:
Name:
Its:
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By:
Name:
Its:
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
METLIFE INVESTORS 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
NEW ENGLAND LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: Senior Vice President
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-------------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
Summary Prospectus Agreement
This Summary Prospectus Agreement ("Agreement") currently in effect among
Fidelity Distributors Corporation (the "Underwriter"), and Metropolitan Life
Insurance Company, MetLife Insurance Company of Connecticut, MetLife Investors
USA Insurance Company, First MetLife Investors Insurance Company, MetLife
Investors Insurance Company, New England Life Insurance Company and General
American Life 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, Variable Insurance Products Fund, Variable Insurance Products Fund
II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV
and Variable Insurance Products Fund V (collectively the "Fund") have entered
into distribution agreements pursuant to which the Underwriter acts as
distributor of the Fund;
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
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 Underwriter represents and warrants 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 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 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. The parties agree that the Indemnification provisions of the
Participation Agreement among the Underwriter, the Company and the Fund
will apply to the terms of this Summary Prospectus Agreement as
applicable.
6. 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 and the Underwriter 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 as of the
date first set forth above.
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Its:
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
METLIFE INVESTORS 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
NEW ENGLAND LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Its: Senior Vice President
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-------------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
AMENDMENT NO. 3 TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Metropolitan Life Insurance Company
MetLife Investors Distribution Company
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), Metropolitan Life Insurance Company (the "Company" or
"you"), and MetLife Investors Distribution Company, your distributor, on your
behalf and on behalf of certain Accounts, have previously entered into an
Amended and Restated Participation Agreement dated May 1,2004 and subsequently
amended May 1,2007 and November 10,2008 (the "Agreement"). The parties now
desire to further amend the Agreement by this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
WHEREAS, the parties desire to amend the Agreement to update the information
on Schedules B, C, D and G;
WHEREAS, the parties desire to amend Section 6 of the agreement, and
NOW, THEREFORE, in consideration of past and prospective business relations,
the parties agree to amend the Agreement as follows:
1. Paragraphs 6.1 through 6.7 of Section 6 are amended and restated in their
entirety as set forth in Attachment A to this Amendment. The remaining
paragraph 6.8 of Section 6 not amended herein shall be re-numbered 6.10.
2. Schedules B, C, D and G of the Agreement are deleted and replaced in their
entirety with the Schedules B, C, D and G attached hereto, respectively.
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
officers to execute this Amendment effective as of October 05, 2010.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
ONLY ON BEHALF OF PRODUCTS TRUST
EACH PORTFOLIO LISTED
ON SCHEDULE C OF THE
AGREEMENT.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
The Company: METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
------------------------------------------
Name: Xxxx X. Xxxxxx Xx.
Title: Vice President
The Distributor: METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxx X. Xxx
------------------------------------------
Name: Xxxx X. Xxx
Title: Vice President
2
ATTACHMENT A
6. SALES MATERIAL. INFORMATION AND TRADEMARKS
------------------------------------------
6.1 For purposes of this Section 6, "Sales Literature/ Promotional Material"
includes, but is not limited to, portions of the following that use any logo or
other trademark related to the Trust, or Underwriter or its affiliates, or
refer to the Trust: advertisements (such as material published or designed for
use in a newspaper, magazine or other periodical, radio, television, telephone
or tape recording, videotape display, signs or billboards, motion pictures,
web-sites and other electronic communications or other public media), sales
literature (I.E., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts or
any other advertisement, sales literature or published article or electronic
communication), educational or training materials or other communications
distributed or made generally available to some or all agents or employees in
any media, and disclosure documents, shareholder reports and proxy materials.
6.2 You may use the name of the Trust and trademarks and the logo of the
Underwriter in Sales Literature/Promotional Material as reasonably necessary to
carry out your performance and obligations under this Agreement provided that
you comply with the provisions of this Agreement. You agree to abide by any
reasonable use guidelines regarding use of such trademarks and logos that we
may give from time to time. You shall, as we may request from time to time,
promptly furnish, or cause to be furnished to us or our designee, at least one
complete copy of each registration statement, prospectus, statement of
additional information, private placement memorandum, retirement plan
disclosure information or other disclosure documents or similar information, as
applicable (collectively "Disclosure Documents"), as well as any report,
solicitation for voting instructions, Sales Literature/ Promotional Material
created and approved by you, and all amendments to any of the above that relate
to the Contracts, the Accounts, the Trust, or Underwriter or its affiliates.
6.3 You and your agents shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust,
the Underwriter or an Adviser, other than information or representations
contained in and accurately derived from the registration statement or
prospectus for the Trust shares (as such registration statement and prospectus
may be amended or supplemented from time to time), annual and semi-annual
reports of the Trust, Trust-sponsored proxy statements, or in Sales
Literature/Promotional Material created by us for the Trust and provided by the
Trust or its designee to you, except as required by legal process or regulatory
authorities or with the written permission of the Trust or its designee.
6.4 You agree, represent and warrant that you are solely responsible for any
Sales Literature/ Promotional Material prepared by you and that such material
will: (a) conform to all requirements of any applicable laws or regulations of
any government or authorized agency having jurisdiction over the offering or
sale of shares of the Portfolios or Contracts; (b) be solely based upon and not
contrary to or inconsistent with the information or materials
3
provided to you by us or a Portfolio; and (c) be made available promptly to us
upon our request. You agree to file any Sales Literature/Promotional Material
prepared by you with FINRA, or other applicable legal or regulatory authority,
within the timeframes that may be required from time to time by FINRA or such
other legal or regulatory authority. Unless otherwise expressly agreed to in
writing, it is understood that we will neither review nor approve for use any
materials prepared by you and will not be materially involved in the
preparation of, or have any responsibility for, any such materials prepared by
you. You are not authorized to modify or translate any materials we have
provided to you.
6.5 You shall promptly notify us of any written customer complaint or notice
of any regulatory investigation or proceeding received by you relating to any
Disclosure Documents or Sales Literature/Promotional Material.
6.6 We shall not give any information or make any representations or
statements on behalf of you or concerning you, the Accounts or the Contracts
other than information or representations, including naming you as a Trust
shareholder, contained in and accurately derived from Disclosure Documents for
the Contracts (as such Disclosure Documents may be amended or supplemented from
time to time), or in materials approved by you for distribution, including
Sales Literature/ Promotional Material, except as required by legal process or
regulatory authorities or with your written permission.
6.7 Except as provided in Section 6.2, you shall not use any designation
comprised in whole or part of the names or marks "Franklin" or "Templeton" or
any logo or other trademark relating to the Trust or the Underwriter without
prior written consent, and upon termination of this Agreement for any reason,
you shall cease all use of any such name or xxxx as soon as reasonably
practicable.
6.8 You shall furnish to us ten (10) Business Days prior to its first
submission to the SEC or its staff, any request or filing for no-action
assurance or exemptive relief naming, pertaining to, or affecting, the Trust,
the Underwriter or any of the Portfolios.
6.9 You agree that any posting of Designated Portfolio Documents on your
website or use of Designated Portfolio Documents in any other electronic format
will result in the Designated Portfolio Documents: (i) appearing identical to
the hard copy printed version or .pdf format file provided to you by us (except
that you may reformat .pdf format prospectus files in order to delete blank
pages and to insert .pdf format prospectus supplement files provided by us to
you); (ii) being clearly associated with the particular Contracts in which they
are available and posted in close proximity to the applicable Contract
prospectuses; (iii) having no less prominence than prospectuses of any other
underlying funds available under the Contracts; (iv) in compliance with any
statutory prospectus delivery requirements and (v) being used in an authorized
manner. Notwithstanding the above, you understand and agree that you are
responsible for ensuring that participation in the Portfolios, and any website
posting, or other use, of the Designated Portfolio Documents is in compliance
with this Agreement and applicable state and federal securities and insurance
laws and regulations, including as they relate to paper or electronic delivery
or use of fund prospectuses. We reserve the right to inspect and review your
website if any Designated Portfolio Documents
4
and/or other Trust documents are posted on your website and you shall, upon our
reasonable request, provide us timely access to your website materials to
perform such inspection and review.
In addition, you agree to be solely responsible for maintaining and updating
the Designated Portfolio Documents' .pdf files and removing and/or replacing
promptly any outdated prospectuses and other documents, as necessary, ensuring
that any accompanying instructions by us, for using or stopping use, are
followed. You agree to designate and make available to us a person to act as a
single point of communication contact for these purposes. We are not
responsible for any additional costs or additional liabilities that may be
incurred as a result of your election to place the Designated Portfolio
Documents on your website. We reserve the right to revoke this authorization,
at any time and for any reason, although we may instead make our authorization
subject to new procedures.
5
SCHEDULE B
ACCOUNTS OF THE COMPANY
SEC REGISTRATION
NAME OF ACCOUNT YES/NO
--------------- ----------------
Separate Account UL Yes
Separate Account DCVL No
Metropolitan Life Variable Annuity Separate Account II Yes
6
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Small-Mid Cap Growth Securities Fund - Class 2
2. Mutual Global Discovery Securities Fund - Class 2
3. Xxxxxxxxx Developing Markets Securities Fund - Class 2
4. Xxxxxxxxx Foreign Securities Fund, Class 1 and Class 2
5. Xxxxxxxxx Global Bond Securities Fund - Class 1
In addition to portfolios and classes of shares listed above, any additional
Portfolios and classes of shares other than Class 3 shares are included in this
Schedule C listing provided that:
(1)the General Counsel of Franklin Xxxxxxxxx Investments receives from a
person authorized by you a written notice in the form attached (which
may be electronic mail or sent by electronic mail) ("Notice")
identifying this Agreement as provided in the Notice and specifying:
(i) the names and classes of shares of additional Portfolios that you
propose to offer as investment options of the Separate Accounts under
the Contracts; and (ii) the date that you propose to begin offering
Separate Account interests investing in the additional Portfolios under
the Contracts; and
(2)we do not within ten (10) Business Days following receipt of the Notice
send you a writing (which may be electronic mail) objecting to your
offering such Separate Accounts investing in the additional Portfolios
and classes of shares under the Contracts.
Provided that we do not object as provided above, your Notice shall amend,
supplement and become a part of this Schedule C and the Agreement.
7
FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT
To:General Counsel c/o
Xxxxx Xxx (Xxxx@xxx.xxx;) or Xxxxx Xxxxxxxx (xxxxxxx@xxx.xxx)
Fax: 000 000-0000
Franklin Xxxxxxxxx Investments
0 Xxxxxxxx Xxxxxxx,
Xxxx. 000, 0xx Xxxxx
Xxx Xxxxx, XX 00000
With respect to the following agreement(s) (collectively, the "Agreement")
(please reproduce and complete table for multiple agreements):
DATE OF PARTICIPATION AGREEMENT:
INSURANCE COMPANY(IES):
INSURANCE COMPANY DISTRIBUTOR(S):
As provided by Schedule C of the Agreement, this Notice proposes to Franklin
Xxxxxxxxx Variable Insurance Products Trust, and Franklin/Xxxxxxxxx
Distributors, Inc. the addition as of the offering date(s) listed below of the
following Portfolios as additional investment options listed on Schedule C:
NAMES AND CLASSES OF SHARES OF ADDITIONAL PORTFOLIOS OFFERING DATE(S)
Listing of current classes for your reference:
Class 1 (no 12b-1 fee);
Class 2 (12b-1 fee of25 bps); or
Class 4 (12b-1 fee of35 bps).
NAME AND TITLE OF AUTHORIZED PERSON OF INSURANCE COMPANY:
CONTACT INFORMATION:
8
SCHEDULE D
CONTRACTS OF THE COMPANY
All variable life and variable annuity contracts issued by separate accounts
listed on Schedule B of this Agreement.
9
SCHEDULE G
ADDRESSES FOR NOTICES
To the Company and MetLife
Distributor: 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attn: Legal Department
To the Trust: Franklin Xxxxxxxxx Variable Insurance Products Trust
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter: Franklin/Xxxxxxxxx Distributors, Inc. 000
Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx Xx.
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
If to the Trust or Franklin Xxxxxxxxx Investments
Underwriter with a Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 2nd
copy to: Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
10
AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between Xxxx Xxxxx Partners Variable Equity Trust, Xxxx
Xxxxx Partners Variable Income Trust (each a "Fund", collectively the "Funds"),
Xxxx Xxxxx Investor Services, LLC (the "Distributor"), and Xxxx Xxxxx Partners
Fund Advisor, LLC (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"), 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 Funds and the Company agree to distribute the prospectuses of
the Portfolios within the Funds 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 Funds 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 Funds
provide the Company with Statutory Prospectuses.
3. The Funds and the Advisor each 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 Funds and its
Portfolios. The Funds further represent and warrant that they have
appropriate policies and procedures in place to ensure that such web
site continuously complies with Rule 498.
4. The Funds and Advisor each 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 Funds' and Portfolios' 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 Advisor shall
promptly notify the Company upon its discovery of any unexpected
interruptions in the availability of this web page.
5. The Funds and 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 Funds, Advisers, or one of their affiliates. The Funds
and 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.
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, Adviser and Funds will provide the Company
with URLs to the current Funds' documents for use with the Company's
electronic delivery of fund documents or on the Company's website.
Adviser and the Funds will be responsible for ensuring the integrity of
the URLs and for maintaining the Funds' current documents on the site to
which such URLs originally navigate.
9. The Funds and Adviser 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 Fund detennines that it will end its use of the Summary
Prospectus delivery option, the Fund and Adviser 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
tenns 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 Adviser and Funds 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 as of the
date first set forth above.
XXXX XXXXX PARTNERS EQUITY TRUST
By: /s/ X.X. Xxxxxx
-------------------------------------
Name: X.X. Xxxxxx
Its: Chairman, Mutual Fund Boards
XXXX XXXXX PARTNERS INCOME TRUST
By: /s/ X.X. Xxxxxx
-------------------------------------
Name: X.X. Xxxxxx
Its: Chairman, Mutual Fund Boards
XXXX XXXXX PARTNERS FUND ADVISOR, LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Secretary
XXXX XXXXX INVESTOR SERVICES, LLC
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxx
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
Amendment to Participation Agreement
This Amendment to each of the Participation Agreements ("Agreement")
currently in effect between Royce Capital Fund (the "Fund"), Royce &
Associates, LLC (the "Adviser"), and Metropolitan Life Insurance Company and
MetLife Insurance Company of Connecticut (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 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 meaning 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 Participation Agreement requires that the Fund provide
the Company with Statutory Prospectuses.
3. The Fund and the Adviser each 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 Fund and its
Portfolios. The Fund 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 Fund and the Adviser each agrees that the URL indicated on each
Summary Prospectus will lead contract owners directly to the web page
used for hosting Summary Prospectuses and that such web page will
contain the current Fund documents required to be posted in compliance
with Rule 498. The Fund shall immediately notify the Company of any
unexpected interruptions in the availability of this web page.
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.
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 Fund and the Adviser 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 Fund and the Adviser 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.
9. The Fund and the Adviser 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 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 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 Fund and the Adviser 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 30, 2010.
ROYCE CAPITAL FUND
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxx
Its: Vice President
ROYCE & ASSOCIATES, LLC
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxx
Its: Chief Operating Officer
METROPOLITAN LIFE INSURANCE COMPANY
By:
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
METLIFE INSURANCE COMPANY OF CONNECTICUT
By:
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
ROYCE CAPITAL FUND
By:
Name:
Its:
ROYCE & ASSOCIATES, LLC
By:
Name:
Its:
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
-----------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxx X. XxXxxxx
-----------------------------
Name: Xxxx X. XxXxxxx
Its: Vice President and Actuary