EXHIBIT 8B
TRANSFER AGENCY AND SERVICE AGREEMENT
between
METLIFE PORTFOLIOS, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
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Page
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Article 1 Terms of Appointment; Duties of the Bank 1
Article 2 Fees and Expenses 9
Article 3 Representations and Warranties of the Bank 10
Article 4 Representations and Warranties of the Fund 10
Article 5 Data Access and Proprietary Information 11
Article 6 Indemnification 15
Article 7 Standard of Care 18
Article 8 Covenants of the Fund and the Bank 18
Article 9 Termination of Agreement 20
Article 10 Assignment 20
Article 11 Amendments 21
Article 12 Massachusetts Law to Apply 21
Article 13 Force Majeure 21
Article 14 Consequential Damages 21
Article 15 Merger of Agreement 22
Article 16 Limitations of Liability of Directors and
Shareholders 22
Article 17 New Series 22
Article 18 Counterparts 23
Appendix A
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the day of , 1993, by and between MetLife
Portfolios, Inc., which consists of series as listed on Appendix A (as such
Appendix may be amended from time to time) (the "Fund"), and STATE STREET BANK
AND TRUST COMPANY, a Massachusetts trust company having its principal office and
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Bank").
WHEREAS, the Fund desires to appoint the Bank as its transfer agent,
dividend disbursing agent, custodian of certain retirement plans and agent in
connection with certain other activities, and the Bank desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
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1.01 Subject to the terms and conditions set forth in this
Agreement, the fund hereby employs and appoints the Bank to act as, and the Bank
agrees to act, as its transfer agent for each class of the fund's authorized and
issued shares of beneficial interest ("Shares"), dividend disbursing agent,
custodian of certain retirement plans and agent in connection with any
accumulation, open-account, or similar plans provided to the shareholders of the
Fund ("Shareholders") and set forth in the currently effective prospectus and
statement of additional information ("prospectus") of one or more series of the
Fund,
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including without limitation any periodic investment plan or periodic withdrawal
program.
1.02 The Bank agrees that it will perform the following services
in accordance with procedures established from time to time by agreement between
the Fund and the Bank:
(a) Receive, for acceptance, orders for the purchase of Shares
and promptly deliver payment and appropriate documentation
thereof to the authorized Custodian of the Fund pursuant to
the Articles of Incorporation of the Fund (the "Custodian");
(b) Issue, pursuant to purchase orders, the appropriate number
of Shares and hold such Shares in the appropriate
Shareholder account:
(c) Receive, for acceptance, redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
(d) Execute transactions described in subparagraphs (a), (b),
and (c) above directly with broker-dealers or other agents
authorized by the Fund which broker-dealers or other agents
shall, thereby, be deemed to be acting on behalf of the Fund
or the shareholders of the Fund;
(e) Pay, or cause to be paid, at the appropriate time with
respect to any redemption, monies
2
received from the Custodian therefor, to, and in accordance
with instructions from, the redeeming shareholder;
(f) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(h) Issue replacement certificates for those certificates
alleged to have been lost, stolen, or destroyed upon receipt
by the Bank of indemnification satisfactory to the Bank and
protecting the Bank and the Fund, and, at its option, issue
replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such
indemnity;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(j) Record the issuance of Shares and maintain, pursuant to Rule
17Ad-10(e) adopted under the Securities Exchange Act of 1934
(or comparable regulation), a record of the total number of
Shares which are authorized, based upon data provided to it
by the Fund, and issued and outstanding; and shall also
provide the Fund
3
on a regular basis with the total number of Shares which are
authorized and issued and outstanding but shall have no
obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares, or to take cognizance
of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of the
Fund;
(k) perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans and,
as relevant, agent in connection with accumulation,
open-account or similar plans (including without limitation
any periodic investment plan or periodic withdrawal
program), including, but not limited to, maintaining all
Shareholder accounts, preparing Shareholder meeting lists,
mailing and tabulating proxies, mailing Shareholder reports
and prospectuses to current Shareholders, withholding taxes
on U.S. resident and non-resident alien accounts, preparing
and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of
account
4
to Shareholders for all purchases and redemptions of Shares
and other confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for Shareholders,
and providing Shareholder account information and
(1) provide a system which will enable the Fund to monitor the
total number of Shares sold in each State and, in connection
therewith, to
(i) identify to the Bank in writing those transactions and
assets to be treated as exempt from Blue Sky reporting
for each State and
(ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter
monitor the daily activity for each State.
The responsibility of the Bank for the Fund's Blue Sky State
registration status is solely limited to the initial
establishment of transactions subject to Blue Sky compliance
by the Fund and the reporting of such transactions to the
Fund as provided above.
(m) Monitor, and take action with respect to "As-Of
Transactions" (defined below) in Shares of the Fund as
follows:
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(i) Utilize, with respect to each class of Shares of the
Fund, a system to identify each purchase and redemption
order which is processed at a time other than the time
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of the computation of the net asset value per share
next computed after the receipt of such order by or on
behalf of the Fund ("As-of Transaction"), as well as
the party responsible therefor, and shall calculate the
net effect on each class of Shares of the Fund,
positive or negative, of such processing of orders on a
daily and cumulative basis. "Effect on a class of
Shares of the Fund" shall mean the amount, positive or
negative, equivalent to the difference between the per
share net asset value of such class of Shares on the
date on which the order is processed and the per share
net asset value of such class of Shares at the close of
business on the date on which the As-Of Transaction is
deemed posted ("As-Of Date") multiplied by the number
of Shares in the transaction, plus or minus, as
appropriated, any
6
dividends or distributions earned on such class of
Shares during the period, and taking into account As-Of
Transactions "estimated" on the books and records of
the Fund in sufficient time to offset any effect on
such class of Shares of the Fund and As-Of Transactions
as to which reimbursement has been received by the Fund
with respect to such class of Shares from the party
responsible therefor;
(ii) Generate, and submit to the Fund periodically, as
instructed by the Fund, except as otherwise required by
(v) below, reports which show the accumulated net
effect on each class of Shares of the Fund, listed
separately as to each party responsible therefor, of
As-Of Transactions and which segregate those As-Of
Transactions as to which the Bank is responsible where
the net effect on the class of Shares of the Fund is
fifty dollars ($50.00) or more or, if the Effect on a
class of Shares of the Fund is less than $50.00, as to
which the As-Of Date is more than
7
three (3) business days after the date on which the
purchase or redemption order is received by or on
behalf of the Fund;
(iii) Calculate, within ten (10) business days after the end
of each calendar year, the aggregate net effect of all
As-Of Transactions on each class of Shares of the Fund
for such year attributable to the party responsible
therefor and segregate those As-Of Transactions as to
which the Bank is responsible which are described in
(ii) above; if the aggregate net effect on a class of
Shares of the Fund as a result of such As-Of
Transactions as to which the Bank is responsible is (a)
a negative amount, promptly make a payment of such
amount to the Fund with respect to such class of
Shares, or (b) a positive amount, carry forward such
amount into the next calendar year as an offset against
negative effects on that class of Shares of the Fund
attributable to the Bank in such year;
8
(iv) Make immediate payment to the Fund the amount of any
negative effect on the Fund of a single As-Of
Transaction with respect to a class of Shares of the
Fund for which the Bank is responsible and which equals
or exceeds the lesser of (a) $10,000 or (b) one half of
one cent per share times the number of Shares of such
class;
(v) Advise the Fund if at any time during a calendar year
the cumulative negative net effect on the Fund of As-Of
Transactions with respect to a class of Shares of the
Fund exceeds the lesser of (a) $10,000 or (b) one half
of one cent per share times the number of Shares of
such class.
(n) provide services on behalf of the Fund additional to those
set forth above (e.g., escheatment services) as may from
time to time be agreed upon in writing between the Fund and
the Bank.
1.03 Procedures as to who shall provide certain of these services
in Article 1 may be established from time to time by agreement between the Fund
and the Bank in accordance with the attached service responsibility schedule;
consequently, the Bank
9
may at times perform only a portion of these services with the remainder of such
services performed by the Fund, or another agent acting on its behalf.
Article 2 Fees and Expenses
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2.01 For performance by the Bank pursuant to this Agreement, the Fund
agrees to pay the Bank an annual maintenance fee for each Shareholder account as
set out in the initial fee schedule attached hereto, adjusted in accordance with
the Risk & Reward Schedule attached hereto. Such fees and out-of-pocket expenses
and advances identified under Section 2.02 below may be changed from time time
subject to mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, microfilm, microfiche,
records storage, or advances incurred by the Bank for the items set forth in the
fee schedule attached hereto. In addition, any other expenses incurred by the
Bank at the written request, or with the written consent, of the Fund will be
reimbursed by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable expenses within
ten business days following the receipt of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports and other mailings to
all Shareholder accounts shall be billed to the Fund at the time of the
respective billing notice.
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Article 3 Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the Commonwealth
of Massachusetts.
3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has, and will continue to have, access to the necessary
facilities, equipment, and personnel to perform its duties and obligations
under this Agreement.
Article 4 Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to the Bank that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.03 All proceedings required by said Articles of Incorporation and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
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4.04 Unless otherwise advised by the Fund, it is an open-end
management investment company registered under the Investment Company Act of
1940, as amended.
4.05 Unless otherwise advised by the Fund, a registration statement
under the Securities Act of 1933, as amended, is currently effective and will
remain effective and appropriate state securities law filings have been made
and will continue to be made with respect to all Shares of the Fund being
offered for sale.
Article 5 Date Access and Proprietary Information
---------------------------------------
5.01 The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Bank as part of the Fund's ability to
access certain Fund-related data ("Customer Data") maintained by the Bank on
data bases under the control and ownership of the Bank or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to the Bank or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Fund agrees to treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents:
12
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in
accordance with the Bank's applicable user
documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform in a timely
manner of such fact and dispose of such information in
accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data
acquired hereunder from being retransmitted to any
other computer facility or other location, except with
the prior written consent of the Bank;
(e) that the Fund shall have access only to those
authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the
Bank to protect at the Bank's expense the rights of the
Bank in Proprietary Information at common law, under
federal copyright law, and under other federal or state
law.
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Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Article 5. The obligations of this Article shall
survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Bank shall endeavour in a timely
manner to correct such failure. Organizations from which the Bank may obtain
certain data included in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against the Bank
arising out of the contents of such third-part data, including, but not limited
to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder information
or other information, then in such event the Bank shall be entitled to rely on
the validity and authenticity of such instruction without undertaking any
further inquiry as long as such instruction is
14
undertaken in conformity with security procedures established by the Bank from
time to time.
5.04 The Bank shall be responsible for providing quality control over
all information entered on the Fund's records and shall take sufficient measures
consistent with industry standards so that the magnetic and other data for which
it is responsible are reasonably likely to be safeguarded from destruction or
distortion in the event of electrical power failure, fire or other disruption,
including, but not limited to, provision for alternative power supplies and
daily transportation to a safe location of sufficient supporting and duplicate
data to enable the Bank to reconstruct any data which may be lost or destroyed
at the Bank's regular sites. Also, in the event data is lost or destroyed
through programming errors or systems malfunctions, the Bank will re-enter, at
its expense, such lost or destroyed data from duplicate or back-up records and
data. The Bank shall develop and maintain written plans and procedures, subject
to reasonable acceptance by the Fund, to provide for the recovery of records and
data in the event of a disaster.
Article 6 Indemnification
---------------
6.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charge, counsel fees, payments, expenses, and liability arising
out of or attributable to:
15
(a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided
that such actions are taken in good faith and without
negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence, or willful
misconduct which results in of the breach of any
representation or warranty of the Fund hereunder;
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents, or
services which
(i) are received by the Bank and its agents or
subcontractors and
(ii) have been prepared, maintained or performed by the
Fund, or any other person or firm on behalf of the
Fund, including but not limited to any previous
transfer agent or registrar;
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of, any instructions or requests of
the Fund; and/or
(e) The offer or sale of Shares in violation of
(i) any requirement under the federal securities laws or
regulations, or
16
(ii) the securities laws or regulations of any state that
such Shares be registered in such state, or
(iii) in violation of any stop order or other determination
or ruling by any federal agency or any state with
respect to the offer or sale of such Shares in such
state.
6.02 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank
shall report to the Fund any action taken or omitted in reliance upon the
opinion of counsel. The Bank, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on behalf
of the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records,
or documents provided the Bank or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Fund. The Bank, its
agents and subcontractors shall also be
17
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of the officers of
the Fund, and the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
6.03 The Bank shall indemnify and hold the Fund harmless from and
against any claims brought by third parties based upon infringement of a United
States patent, copyright, or other proprietary right in connection with the use
by the Fund of the Proprietary Information, as defined in Article 5 hereof, in
accordance with the terms of this Agreement; provided that the Fund promptly
notifies the Bank in writing of such claim and permits the Bank, at the Bank's
expense, to defend any such claim. The Bank agrees to pay, without limitation,
all litigation costs, attorneys' fees, settlement payments and any damages
awarded or resulting from any such claim.
6.04 In order that the indemnification provisions contained in Section
6.01 of this Article 6 shall apply, upon the assertion of a claim for which the
Fund may be required to indemnify the Bank, the Bank shall promptly notify the
Fund of such assertion and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to defend against said
claim in its own name or in the name of the Bank. The Bank shall in no case
confess any claim or make any compromise in any case in which the Fund may be
required to indemnify the Bank except with the Fund's prior written consent.
18
Article 7 Standard of Care
----------------
7.01 The Bank shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors not caused but its, or its employees',
negligence, bad faith, or willful misconduct. The Bank shall indemnify and hold
the Fund harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to any action or failure or omission to act by the Bank as a result of the
Bank's lack of good faith, negligence or willful misconduct.
Article 8 Covenants of the Fund and the Bank
----------------------------------
8.01 The fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing or ratifying the appointment of the Bank and
the execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.
8.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms, and facsimile signature imprinting devices, if any;
and for the
19
preparation or use, and for keeping account of, such certificates, forms, and
devices.
8.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained, and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
8.04 The Bank and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
8.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
20
Article 9 Termination of Agreement
------------------------
9.01 This Agreement may be terminated by the Fund upon sixty (60)
days written notice to the Bank and by the Bank upon one hundred twenty (120)
days written notice to the Fund.
9.02 Should the Fund or the Bank exercise its right to terminate,
all out-of-pocket expenses associated with the movement of records and material
will be borne by the party exercising the right. Additionally, the terminated
party reserves the right to charge for any other reasonable expenses associated
with such termination.
Article 10 Assignment
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10.01 Except as provided in Section 8.03 below, neither this
Agreement nor any rights or obligation hereunder may be assigned by either party
without the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and may be binding
upon the parties and their respective permitted successors and assigns.
10.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c) (1) of the Securities Exchange Act of
1934, as amended; provided, however, that the Bank shall be as fully responsible
to the Fund for the acts and omissions of any subcontractor as it is for its
own acts and omissions.
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Article 11 Amendments
----------
11.01 This Agreement may be amended or modified by a written
agreement executed by both parties.
Article 12 Massachusetts Law to Apply
--------------------------
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
Article 13 Force Majeure
-------------
13.01 Except as set forth in Section 5.04 of Article 5 herein, in the
event either party is unable to perform its obligations under the terms of this
Agreement because of acts of God, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other causes reasonably beyond its
control, such party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes.
Article 14 Consequential Damages
---------------------
14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
Article 15 Merger of Agreement
-------------------
15.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
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Article 16 Limitations Liability of Directors and Shareholders
---------------------------------------------------
16.01 It is expressly agreed that the execution and delivery of this
Agreement and the obligations of the Fund hereunder shall not be binding upon
any of the Directors, shareholders, nominees, officers, agents or employees of
the Fund as individuals or personally, but shall bind only the property of the
Fund. This Agreement shall not be deemed to have been made individually or to
impose any personal liability, but shall bind only the property of the Fund. The
Articles of Incorporation of the Fund provide, and it is expressly agreed that
each series of the Fund shall be solely and exclusively responsible for the
payments of its debts, liabilities and obligations, and that no other series
shall be responsible for the same. Each series is responsible for its portion of
corporate expenses.
Article 17 New Series.
----------
17.01 In the event that the Fund establishes one or more new series,
in addition to the series names herein, which the Fund desires to have included
in this Agreement, the Fund shall provide written notice to the parties hereto
and if such parties provide written consent to include such new series, such new
series shall become a party hereunder. Similarly, a new Fund may be included
hereunder by written notice to the parties hereto and the consent of all such
parties.
17.02 Liability for fees, out-of-pocket expenses, as-of-trade
adjustments and other obligations herein which relate
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to a particular series shall not be the responsibility of any other series.
Article 18 Counterparts
------------
18.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
METLIFE INTERNATIONAL EQUITY FUND
BY:_____________________________________
METLIFE INTERNATIONAL FIXED INCOME FUND
BY:_____________________________________
ATTEST:
_____________________________
STATE STREET BANK AND TRUST COMPANY
BY:_____________________________
Executive Vice President
ATTEST:
_____________________________
Assistant Secretary
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APPENDIX A
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The following Funds are parties to this Agreement, and have so indicated
their intention to be bound by such Agreement by executing the Agreement on the
dates indicated thereon.
MetLife Portfolios, Inc.
MetLife International Equity Fund
MetLife International Fixed Income Fund
