SUB-ADMINISTRATION AGREEMENT
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AGREEMENT, effective May 1, 1993 by and between State Street Bank and Trust
Company ("the Bank"), a Massachusetts trust Company with its principal office
located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000; Metropolitan Life
Insurance Company ("Metropolitan"), a New York corporation with its principal
office located at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; State Street
Research Investment Services, Inc. ("State Street Research"), a Massachusetts
corporation with its principal office located at Xxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxx. 00000; and MetLife Portfolios, Inc., a Maryland corporation with its
principal office located at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Portfolios");
WHEREAS, Portfolios is an investment company, registered under the
Investment Company Act of 1940, as amended, with its own series (the "Funds");
WHEREAS, State Street Research provides shareholders administrative
services for the Funds;
WHEREAS, the Bank is the transfer agent, dividend disbursing agent and
shareholder accounting agent for the Funds; and
WHEREAS, Metropolitan has created a program of services and products, which
include prototype defined contribution pension plans and funding choices for the
plans adopted by employer-sponsors of the plans (the "Program"), which funding
choices include the Funds sold by MetLife Securities, Inc. ("MSI"), a
broker-dealer subsidiary of Metropolitan, in its capacity as an introducing
broker-dealer; and
WHEREAS, The United States Trust Company ("U.S. Trust") is the trustee of
the employer defined contribution plans under the Program and Banco Xx Xxxxx is
the trustee of each employer defined contribution plan under the Program which
has a legal situs in the Commonwealth of Puerto Rico; and
WHEREAS, shares of the Funds attributable to plans under the Program are
held in the name of U.S. Trust and Banco Xx Xxxxx as trustees of the Program;
and
WHEREAS, U.S. Trust, by agreement dated January 1, 1991, has agreed to
appoint Metropolitan as its agent in the keeping of records for plans in the
Program; and
WHEREAS, Banco Xx Xxxxx, by agreement dated August 9, 1990, has agreed to
appoint Metropolitan as its agent in the keeping of records for plans in the
Program which have their legal situs in the Commonwealth of Puerto Rico; and
WHEREAS, Metropolitan is willing and able to perform the sub-administrative
services for the plans on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the parties hereby agree, as follows:
1. Metropolitan agrees to perform, subject to instructions from the Bank
and State Street Research, the sub-administrative services and functions
specified in Exhibit A hereto (the
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"Services") for the benefit of plans in the Program for shares of the Funds and
which plans are included in the accounts referred to in paragraph 1 of Exhibit
A. Metropolitan represents that each plan in the Program is aware of and agrees
to the arrangements provided for in this Agreement.
2. Metropolitan will maintain and preserve all records as required by law
to be maintained and preserved in connection with providing the Services, and
will otherwise comply with all laws, rules and regulations applicable to the
Services. Upon the request of the Bank or State Street Research, Metropolitan
shall provide copies of all the historical records relating to transactions
involving the Funds and plan, written communications regarding the Funds to or
from such plans and other materials, in each case as may reasonably be requested
to enable the Bank or State Street Research or their representatives, including
their auditors, to monitor and review the Services, or to comply with any
request of a governmental body or self-regulatory organization or a shareholder.
Metropolitan agrees that it will permit the Bank, State Street Research or such
representatives to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Services. Among other things
Metropolitan agrees to provide at the request of the Bank or State Street
Research a complete and accurate set of mailing labels with the name and address
of each plan in the Program for whom it is providing services under this
Agreement, and also upon such request both a plan accounting history in
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machine readable form of each plan account and a printout thereof.
3. Metropolitan hereby agrees to promptly notify the Bank and State Street
Research if for any reason it is unable to perform fully and promptly any of its
obligations with respect to any plan under this Agreement.
4. In no way shall the provisions of the Agreement limit the authority of
the Bank or State Street Research to take such action as it may deem appropriate
or advisable in connection with all matters relating to the operations of the
Funds and the sale of shares of the Funds.
5. In consideration of the performance of Services by Metropolitan,
Metropolitan shall receive compensation for services rendered, as set forth in
the Appendix to this Agreement. Metropolitan shall also be reimbursed for
postage, handling fees and the reasonable cost of supplies used by Metropolitan
in the performance of the Services specified in Item 4 of Exhibit A. Payment for
services rendered shall be billed monthly by Metropolitan and shall be based
upon the services rendered and the number of participants in the Program who
have chosen any of the Funds as a funding vehicle under their plans and to whom
shares have been sold by MSI during any part of the subject month. Such number
shall be certified each month by an officer of Metropolitan and shall be
certified once each year by Metropolitan's independent public accountants as of
a month selected by State Street Research, such certification to be at
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Metropolitan's expense. Reimbursement for Metropolitan's out-of-pocket expenses
described in this paragraph shall be made quarterly upon receipt of
Metropolitan's billing therefor. Subject to the Limitation of Expenses under a
certain Shareholders' Administrative Services Agreement, the Funds shall be
liable for compensation and reimbursements owed to Metropolitan under this
paragraph
6. Metropolitan agrees to indemnify and hold harmless the Bank and State
Street Research against any claim or liability which the Bank or State Street
Research may incur as a result of any negligent acts or omissions to act by
Metropolitan in connection with Services provided by Metropolitan under the
Agreement, including reasonable legal fees and other costs of defending against
such claim or liability, except to the extent such claim or liability arises
from the Bank's or State Street Research's intentional misconduct, criminal acts
or negligent performance of its duties under this Agreement. In order to avail
itself of the provisions for indemnification under this Agreement, the Bank or
State Street Research must notify Metropolitan in writing of the commencement of
an action within ten (10) days of receipt of a summons, and/or summons and
complaint or other pleading commencing such action or other proceeding. Failure
to make a timely notification will not relieve Metropolitan from any obligation
to provide indemnification if the failure has not had a material, adverse effect
on Metropolitan's position.
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Once notification of the commencement of any action or proceeding is given,
Metropolitan will be entitled to participate in the action or proceeding to the
extent it may wish, including, assuming the defense of the action and selecting
counsel. In any event, Metropolitan shall not be liable for indemnification
under this Agreement in the case where a settlement of the action or proceeding
is reached unless Metropolitan has consented to such settlement.
7. This Agreement may be terminated at any time by any party upon 120
days' written notice to the other party.
8. This Agreement shall not be assigned by any party without the written
consent of the other parties.
9. It is expressly understood that this Agreement represents the entire
understanding between the parties and may not be modified except by amendment in
writing signed by the parties. No oral agreements or representations shall be
binding.
10. This Agreement shall be governed and interpreted under the laws of the
laws of the Commonwealth of Massachusetts.
11. All notices, requests and demands shall be given or made upon the
respective parties hereto as follows:
Metropolitan: Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Attn: Xxxx Xxxxxxxx, Vice-President
copy to Xxxx Xxxx, Esq.
Law Department
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
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Bank: State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn:
Portfolios: MetLife Portfolios, Inc.
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Attn: Secretary
State Street State Street Research Investment
Research: Services, Inc.
One Financial Center
Xxxxxx, XX 0000
Attn: Xxxxx XxXxxxx
or such other address or to the attention of some other individual which a party
may designate in a written notice to the other parties.
12. All notices, requests and demands given or made in accordance with the
provisions of this Agreement shall be deemed to have been given or made when
received.
13. This Agreement may be amended by letter at any time to add any MetLife-
State Street or State Street Research investment companies or to add any
additional investment companies as parties. Such amendment shall become
effective upon execution by Metropolitan, Bank, State Street Research, any of
the MetLife-State Street and State Street Research investment companies and any
new party, subject to such further terms as may be provided in such amendment.
14. This Agreement shall govern the various obligations, rights and
liabilities of the parties in connection with all accounts, including those
established in the name of any
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successors to U.S Trust and Banco xx Xxxxx, established in connection with the
Program.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
Metropolitan Life Insurance Company
By: /s/ Xxxx X. Xxxxxxxx
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Title Vice President
State Street Bank and Trust Company
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title Vice President
State Street Research Investment Services, Inc.
By: /s/ Xxxxxx X. Xxxxx
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Title President
MetLife Portfolios, Inc.
By: /s/ Xxxxxxx X. Hudgman
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Title President
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EXHIBIT A
Pursuant to its Sub-Administration Agreement, Metropolitan shall perform
the following services:
1. Maintain separate records for each plan, which includes individual
participant recordkeeping, in the Program which has chosen the Funds as a
funding vehicle, which records shall reflect shares purchased and redeemed and
share balances. The Bank shall maintain two accounts on behalf of all plans. One
account shall be for those plans with U.S. Trust; the other account shall be
for those plans with Banco Xx Xxxxx. Each account shall be in the name of the
respective trustee as the record owner of such shares.
2. Disburse or credit to each plan and participant all proceeds of
redemptions of shares of the Fund, except where proceeds are to be redeemed to
pay plan expenses incurred by an employer-sponsor of a plan, and all dividends
and other distributions not reinvested in shares of the Fund.
3. Prepare and transmit to each plan and participant periodic statements
showing the total number of shares owned by the plan and participant as of the
statement closing date, purchases and redemptions of shares of the Funds by the
plan and participant during the period covered by the statement and the
dividends and other distributions paid to the plan and participant during the
statement period (whether paid in cash or reinvested in Fund shares of the
Funds).
4. Transmit to plans and/or participants prospectuses, proxy materials,
reports, and other information as required under the federal and state
securities and tax laws.
5. Transmit to the Bank and State Street Research purchase and redemption
orders on behalf of each plan and participant.
6. Transmit to the Bank and State Street Research such periodic reports
as the Funds shall reasonably conclude are necessary to enable the Funds and
their distributor to comply with state Blue Sky requirements.
7. Perform as necessary all other services and recordkeeping for each
plan and participant that the Bank and State Street Research otherwise directly
provides with respect to the Funds' beneficial shareholders under the Bank's
Shareholder's Servicing and Transfer Agent Agreement, and MetLife-State
Investment Services, Inc.'s (now known as State Street Research Investment
Services, Inc.) Shareholders' Administrative Services Agreement, as both may be
amended from time to time and are incorporated by reference herein, with the
Funds to the extent
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that the Bank or State Street Research is obligated but unable to perform such
services because the requisite records are maintained hereunder by Metropolitan.
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APPENDIX
Compensation Payable to Metropolitan
1. From May 1, 1993 through September 30, 1993, Metropolitan shall be paid at
the annual rate of $4.50 per participant in each plan in the Program for
which Metropolitan is providing the Services.
2. Effective October 1, 1993, this compensation shall be at an annual rate of
$11.00 per participant. Metropolitan shall not request any increase in
compensation to be effective prior to September 30, 1996.
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