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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: Vice President
ROYCE & ASSOCIATES, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: Chief Operating Officer
METROPOLITAN LIFE INSURANCE COMPANY
By:
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President and Actuary
METLIFE INSURANCE COMPANY OF CONNECTICUT
By:
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President and Actuary
ROYCE CAPITAL FUND
By:
Name:
Its:
ROYCE & ASSOCIATES, LLC
By:
Name:
Its:
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President and Actuary
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President and Actuary
