EXHIBIT 5A
INTERNATIONAL EQUITY FUND
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of this 19th day of January, 1992, by and between METLIFE
STATE STREET INVESTMENT SERVICES, INC., a corporation organized under the laws
of the Commonwealth of Massachusetts having its principal place of business in
Boston, Massachusetts (the "Investment Manager"), and METLIFE PORTFOLIOS, INC.,
a Maryland corporation (the "Corporation") having its principal place of
business in New York, New York.
WHEREAS, the Corporation is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Manager is engaged principally in the business of
rendering investment management services and is registered as an investment
adviser under the Investment Adviser Act of 1940, as amended; and
WHEREAS, the Corporation, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate diversified
portfolio of securities and other assets; and
WHEREAS, the Corporation is currently comprised of two series, the MetLife
International Equity Fund and the MetLife International Fixed Income Fund, each
of which pursues its investment objectives through separate investment policies,
and the Corporation may add or delete series from time to time;
WHEREAS, the Corporation desires to enter into a separate investment management
agreement with respect to the MetLife International Fixed Income Fund of the
Corporation with the Investment Manager,
NOW, THEREFORE, in consideration of the promises and the covenants hereinafter
contained, the Corporation and the Investment Manager hereby agree as follows:
ARTICLE 1
APPOINTMENT OF MANAGER
The Corporation hereby appoints the Investment Manager to act as investment
manager of and investment adviser to the International Equity Fund (the "Fund")
and to manage the investment and reinvestment of the assets of the Fund and to
administer its affairs, subject to the supervision of the Board of Directors of
the Corporation, for the
period and on the terms herein set forth. The Investment Manager accepts such
appointment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth, for the compensation
herein provided. The Investment Manager shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent the Corporation in any way
or otherwise be deemed an agent of the Corporation other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
ARTICLE 2
DUTIES OF MANAGER
The Investment Manager, at its own expense, shall furnish the following
services and facilities to the Corporation:
I. INVESTMENT MANAGEMENT SERVICES
In acting as Investment Manager of the Fund, the Investment Manager shall
regularly provide the Fund with such investment research, advice and management
as the Corporation may from time to time consider necessary for the proper
management of the Fund and shall furnish continuously an investment program and
shall determine which securities shall be purchased, sold or exchanged and what
portion of the assets of the Fund shall be held in the various securities or
other assets, subject always to any restrictions of the Corporation's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable law and regulations including the 1940 Act, and the
statements relating to the Fund's investment objectives, policies and
restrictions as the same are set forth in the prospectus and statement of
additional information of the Corporation then currently effective under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the
Corporation at any time, however, make any definite determination as to
investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the corporation, all
actions which it deems necessary to implement the investment policies of the
Fund, determined as provided above. Subject to the foregoing, the Investment
Manager shall have the authority to engage one or more sub-investment managers
in connection with the management of the Fund, which sub-investment managers may
be affiliates of the Investment Manager.
The Investment Manager shall place all orders for the purchase and sale of
portfolio securities for the account of the Fund with brokers or dealers
selected by the Investment Manager, although the Fund will pay the actual
brokerage commissions on portfolio transactions in accordance with Article 3(d).
In connection with the selection of such brokers or dealers and the placing
of such
orders, the Investment Manager is directed at all times to follow the policies
of the Corporation as set forth in the Prospectus. Nothing herein shall
preclude the "bunching"of orders for the sale or purchase of portfolio
securities with other Funds or with other accounts managed by the Investment
Manager or with the Investment Manager's own general funds. The Investment
Manager shall not favor any account over any other and any purchase or sale
orders executed contemporaneously shall be allocated in a manner it deems
equitable among the accounts involved and at a price which is approximately
averaged.
The Investment Manager shall furnish to the Corporation necessary assistance in:
(i) the preparation of all reports now or hereafter required by
federal or other laws; and
(ii) the preparation of prospectuses, registration statements and
amendments thereto thant may be required by federal or other
laws or by the rules or regulations of any duly authorized
commission or administrative body.
The Investment Manager shall arrange for providing and maintaining a bond
issued by a reputable insurance company authorized to do business in the place
where the bond is issued against larceny and embezzlement covering each officer
and employee of the Corporation and/or the Investment Manager who may singly or
jointly with others have access to funds or securities of the Corporation, with
direct or indirect authority to draw upon such funds or to direct generally the
disposition of such funds. The bond shall be in such reasonable amount as a
majority of the Board of Directors of the Corporation who are not "interested
persons" of the Corporation, as defined in the 1940 Act, shall determine, with
due consideration given to the aggregate assets of the Corporation to which any
such officer or employee may have access. The premium for the bond shall be
payable by the Corporation in accordance with Article 3(o).
II. ADMINISTRATIVE SERVICES
The Investment Manager shall also manage, supervise and conduct the other
affairs and business of the Fund and matters incidental thereto, subject always
to the control of the Board of Directors of the Corporation and to the
provisions of the Articles of Incorporation and By-laws of the Corporation, as
amended, and the Prospectus of the Corporation as from time to time amended and
in effect, and the 1940 Act. Subject to the foregoing, and subject to the
specific approval of the Corporation, the Investment Manager shall have the
authority to engage one or more entities to perform its obligations for
sub-administrative services in connection with the management of the Fund, which
sub-administrators may be affiliates of the Investment Manager.
The Investment Manager shall furnish the Corporation office space in the
offices of
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the Investment Manager, or in such other place or places as may be agreed upon
from time to time, and all necessary office facilities, simple business
equipment supplies, utilities, and telephone service for managing the affairs
and investments of the Fund.
The Investment Manager shall provide all necessary executive and
administrative personnel for managing the affairs of the Fund, including
personnel to perform clerical, bookkeeping, accounting and other office
functions. These services are exclusive of the bookkeeping and accounting
services of any dividend disbursing agent, transfer agent, registrar or
custodian. The Investment Manager shall compensate all personnel, officers and
Directors of the Corporation if such persons are also employees of the
Investment Manager or its affiliates.
ARTICLE 3
ALLOCATION OF EXPENSE
Except for the services and facilities to be provided by the Investment
Manager as set forth in Article 2 above, the Corporation assumes and shall pay
all expenses for all other Fund operations and activities and shall reimburse
the Investment Manager for any such expenses incurred by the Investment Manager
(it being understood that the Corporation shall allocate such expenses between
or among its Funds to the extent contemplated by its Article of Incorporation).
The expenses to be borne by the Fund with respect to the Fund shall include,
without limitation:
(a) all expenses of organizing the Corporation or forming any Fund thereof;
(b) the charges and expenses of any registrar, stock transfer or dividend
disbursing agent, shareholder servicing agent, custodian, or depository
appointed by the Corporation with respect to the Fund for the safekeeping of its
cash, portfolio securities and other property, including the costs of servicing
shareholder investment accounts and bookkeeping, accounting and pricing
services;
(c) the charges and expenses of auditors;
(d) brokerage commissions and other direct costs incurred in connection
with transactions in the portfolio securities of the Fund, including any portion
of such commissions attributable to brokerage and research services as defined
in Section 28(e) of the Exchange Act and including any costs directly related to
the acquisition, disposition, lending or borrowing of portfolio investments;
(e) taxes, including issuance and transfer taxes, and corporate
registration, filing or other
4
fees payable by the Corporation with respect to the Fund, to federal, state or
other governmental agencies;
(f) expenses, including the cost of printing certificates, relating to the
issuance of shares of the Fund;
(g) expenses involved in registering and maintaining registrations of the
Fund and of its shares with the Securities and Exchange Commission and various
states and other jurisdictions, including reimbursement of actual expenses
incurred by the Investment Manager in performing such functions for the Fund,
which may include compensation of persons who are employees of the Investment
Manager, in proportion to the relative time spent on such matters;
(h) expenses related to the redemption of shares of the Fund, including
expenses attributable to any program of periodic redemption;
(i) expenses of shareholders and Directors meetings, including meetings of
committees, and of preparing, printing and mailing proxy statements, quarterly
reports, semi-annual reports, annual reports and other communications to
existing shareholders;
(j) expenses of preparing and setting in type prospectuses, and expenses of
printing and mailing the same to existing shareholders (but not expenses of
printing and mailing of prospectuses and literature used for promotional
purposes);
(k) compensation and expenses of Directors who are not "interested persons"
within the meaning of the 1940 Act;
(l) expenses of maintaining shareholder accounts and furnishing, or causing
to be furnished, to each shareholder statement of his or her account, including
the expense of mailing;
(m) charges and expenses of legal counsel in connection with matters
relating to the Fund, including, without limitation, legal services rendered in
connection with the Corporation's corporate and financial structure and
relations with its shareholders, issuance of shares of the Fund, and
registration and qualification of securities under federal, state and other
laws;
(n) the cost and expense of maintaining the books and records of the Fund,
including general ledger accounting;
(o) insurance premiums on fidelity, errors and omissions and other
coverages including the expense of obtaining and maintaining a fidelity bond as
required by Section 17(g) of the 1940 Act;
5
(p) interest and any other costs related to borrowings by the Corporation
for the Fund; and
(q) such other non-recurring expenses of the Corporation with respect to
the Fund as may arise, including expenses of actions, suits, or proceedings to
which the Corporation is a party and expenses resulting from the legal
obligation which the Corporation may have to provide indemnity with respect
thereto.
ARTICLE 4
MANAGEMENT FEE
For the services rendered and the facilities to be provided by the
Investment Manager as set forth in Article 2 hereof, the Corporation agrees that
the Fund shall pay to the Investment Manager a monthly fee as soon as practical
after the last day of each calendar month, which fee shall be paid at a rate
equal to ninety-five one hundredths of one percent (95%) of the average daily
net asset value of such Fund for such calendar month, commencing as of the date
on which this Agreement becomes effective with respect to such Fund and computed
in accordance with the description of the method of determination of net asset
value contained in the Prospectus.
In the case of commencement or termination of this Agreement with respect
to the Fund during any calendar month, the fee with respect to the Fund for that
month shall be reduced proportionately based upon the number of calendar days
during which this Agreement is in effect with respect to the Fund, and the fee
shall be computed based upon the average daily net asset value of the Fund
during such period.
ARTICLE 5
EXPENSE LIMITATION
The Investment Manager agrees that if the total expenses of the Fund
(exclusive of interest, taxes, brokerage expenses and extraordinary items such
as litigation expenses) for any fiscal year of the Fund exceed the lowest
expense limitation imposed in any jurisdiction in which the Fund is then making
sales of its shares or in which its shares are then qualified for sale, if any,
the Investment Manager will pay or reimburse the Fund for that excess up to the
amount of its advisory fees payable with respect to the Fund during that fiscal
year. The amount of the monthly advisory fee payable by the Fund under Article 4
hereof shall be reduced to the extent that the monthly expenses of the Fund, on
an annualized basis,
6
would exceed the foregoing limitation. At the end of each fiscal year of the
Fund, if the aggregate annual expenses chargeable to the Fund for that year
exceed the foregoing limitation based upon the average of the monthly average
net asset value of the Fund for the year, the Investment Manager will promptly
reimburse the Fund for the amount of such excess to the extent not already
reimbursed by reduction of the monthly advisory fee, but if such expenses are
within the foregoing limitation, any excess amount previously withheld from the
monthly advisory fee during that fiscal year will be promptly paid over to the
Investment Manager.
In the event that this Agreement (i) is terminated as of a date other than
the last day of the fiscal year of the Fund or (ii) commences as of a date other
than the first day of the fiscal year of the Fund, then the expenses of the Fund
shall be annualized and the Investment Manager shall pay to, or receive from,
the Fund a pro rata portion of the amount that the Investment Manager would have
been required to pay or would have been entitled to receive, if any, had this
Agreement been in effect with respect to the Fund for the full fiscal year.
ARTICLE 6
RELATIONS WITH CORPORATION
Subject to and in accordance with the Articles of Incorporation and By-laws
of the Corporation and the Articles of Organization and By-laws of the
Investment Manager, it is understood that Directors, officers, agents and
shareholders of the Corporation are or may be interested in the Investment
Manager (or any successor thereof) as directors, officers or otherwise, that
directors, officers, agents and shareholders of the Investment Manager (or any
successor thereof) are or may be interested in the Corporation as Directors,
officers, agents, shareholders or otherwise, that the Investment Manager (or any
such successor thereof) is or may be interested in the Corporation as a
shareholder or otherwise and that the effect of any such adverse interests shall
be governed by said Articles of Incorporation, Articles of Organization and By-
laws.
ARTICLE 7
LIABILITY OF INVESTMENT MANAGER
(a) In the performance of investment management services as provided in
Article 2, the Investment Manager shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund in connection with any
investment policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall
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otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties on behalf of the Fund, reckless
disregard of the Investment Manager's obligations and duties under this
Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
2, and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 8
DURATION AND TERMINATION OF THIS AGREEMENT
(a) Duration. This Agreement shall become effective on the later of (i)
the date on which a Registration Statement with respect to its shares under the
Securities Act of 1933, as amended, is first declared effective by the
Securities and Exchange Commission or (ii) the date on which the Fund commences
offering its shares to the public, and shall continue in effect, but only so
long as such continuance is specifically approved at least annually by (i) the
Board of Directors of the Corporation, or by the vote of a majority of the
outstanding shares of the Fund, and (ii) a majority of those directors who are
not parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.
(b) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of the Board of Directors of the Corporation or
by vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund, or by the Investment Manager, in each case on sixty (60)
days prior written notice to the other party.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment (as defined in the 1940
Act).
(d) Approval, Amendment or Termination. Any approval, amendment or
termination of this Agreement by the holders of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Fund shall be effective to
continue, amend or terminate this Agreement notwithstanding that such action has
not been approved by the vote of a majority of the outstanding voting securities
of the Corporation, unless such action shall be required by any applicable law
or otherwise.
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ARTICLE 9
SERVICES NOT EXCLUSIVE
The services of the Investment Manager to the Corporation hereunder are not
to be deemed exclusive, and the Investment Manager shall be free to render
similar services to others so long as its services hereunder are not impaired
thereby.
ARTICLE 10
NOTICES
Notices under this Agreement shall be in writing and shall be addressed,
and delivered or mailed postage prepaid, to the other party at such address as
such other party may designate from time to time for the receipt of such
notices. For this purpose, and until further notice, the address of the
Corporation is Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000 and the
address of the Investment Manager is Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
ARTICLE 11
GOVERNING LAW; COUNTERPARTS
This Agreement shall be construed in accordance with the laws of the State
of New York. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall
together, constitute only one instrument.
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ARTICLE 12
DEFINITIONS
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
METLIFE - STATE STREET
INVESTMENT SERVICES
By /s/ Xxxxxx Xxxxxx
---------------------------
President
Attest
/s/ Xxxxxxx X. Xxxxx
--------------------------
Asst. Clerk
METLIFE PORTFOLIOS, INC.
By /s/ Xxxxxxx Xxxxxxx
---------------------------
Attest
/s/ Xxxxxxxxxxx Xxxxxxxx
--------------------------
Asst. Secretary
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INTERNATIONAL FIXED INCOME FUND
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of this 17th day of January, 1992, by and between METLIFE
STATE STREET INVESTMENT SERVICES, INC., a corporation organized under the laws
of the Commonwealth of Massachusetts having its principal place of business in
Boston, Massachusetts (the "Investment Manager"), and METLIFE PORTFOLIOS, INC.,
a Maryland corporation (the "Corporation") having its principal place of
business in New York, New York.
WHEREAS, the Corporation is engaged in business as an open-end management
investment company and is registered as such under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Manager is engaged principally in the business of
rendering investment management services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Corporation, a series type of investment company, issues
separate classes (or series) of stock, each of which represents a separate
diversified portfolio of securities and other assets; and
WHEREAS, the Corporation is currently comprised of two series, the MetLife
International Equity Fund and the MetLife International Fixed Income Fund,
each of which pursues its investment objectives through separate investment
policies, and the Corporation may add or delete series from time to time;
WHEREAS, the Corporation desires to enter into a separate investment
management agreement with respect to the MetLife International Fixed Income
Fund of the Corporation with the Investment Manager,
NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Corporation and the Investment Manager hereby
agree as follows:
ARTICLE 1
APPOINTMENT OF MANAGER
The Corporation hereby appoints the Investment Manager to act as investment
manager of and investment adviser to the International Fixed Income Fund (the
"Fund") and to manage the investment and reinvestment of the assets of the Fund
and to administer its affairs, subject to the supervision of the Board of
Directors of the Corporation, for the
period and on the terms herein set forth. The Investment Manager accepts such
appointment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth, for the compensation
herein provided. The Investment Manager shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent the Corporation in any way
or otherwise be deemed an agent of the Corporation other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
ARTICLE 2
DUTIES OF MANAGER
The Investment Manager, at its own expense, shall furnish the following
services and facilities to the Corporation:
I. INVESTMENT MANAGEMENT SERVICES
In acting as Investment Manager of the Fund, the Investment Manager shall
regularly provide the Fund with such investment research, advice and management
as the Corporation may from time to time consider necessary for the proper
management of the Fund and shall furnish continuously an investment program and
shall determine which securities shall be purchased, sold or exchanged and what
portion of the assets of the Fund shall be held in the various securities or
other assets, subject always to any restrictions of the Corporation's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable law and regulations including the 1940 Act, and the
statements relating to the Fund's investment objectives, policies and
restrictions as the same are set forth in the prospectus and statement of
additional information of the Corporation then currently effectively under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the
Corporation at any time, however, make any definite determination as to
investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the Corporation, all
actions which it deems necessary to implement the investment policies of the
Fund, determined as provided above. Subject to the foregoing, the Investment
Manager shall have the authority to engage one or more sub-investment managers
in connection with the management of the Fund, which sub-investment managers may
be affiliates of the Investment Manager.
The Investment Manager shall place all orders for the purchase and sale of
portfolio securities for the account of the Fund with brokers or dealers
selected by the Investment Manager, although the Fund will pay the actual
brokerage commission on portfolio transactions in accordance with Article 3(d).
In connection with the selection of such brokers or dealers and the placing
of such
orders, the Investment Manager is directed at all times to follow the policies
of the Corporation as set forth in the Prospectus. Nothing herein shall preclude
the "bunching" of orders for the sale or purchase of portfolio securities with
other Funds or with other accounts managed by the Investment Manager or with the
Investment Manager's own general funds. The Investment Manager shall not favor
any account over any other and any purchase or sale orders executed
contemporaneously shall be allocated in a manner it deems equitable among the
accounts involved and at a price which is approximately averaged.
The Investment Manager shall furnish to the Corporation necessary assistance in:
(i) the preparation of all reports now or hereafter required by federal or
other laws; and
(ii) the preparation of prospectuses, registration statements and
amendments thereto that may be required by federal or other laws or by
the rules or regulations of any duly authorized commission or
administrative body.
The Investment Manager shall arrange for providing and maintaining a bond
issued by a reputable insurance company authorized to do business in the place
where the bond is issued against larceny and embezzlement covering each officer
and employee of the Corporation and/or the Investment Manager who may singly or
jointly with others have access to funds or securities of the Corporation,
with direct or indirect authority to draw upon such funds or to direct generally
the disposition of such funds. The bond shall be in such reasonable amount as a
majority of the Board of Directors of the Corporation who are not "interested
persons" of the Corporation, as defined in the 1940 Act, shall determine, with
due consideration given to the aggregate assets of the Corporation to which any
such officer or employee may have access. The premium for the bond shall be
payable by the Corporation in accordance with Article 3(o).
II. ADMINISTRATIVE SERVICES
The Investment Manager shall also manage, supervise and conduct the other
affairs and business of the Fund and matter incidental thereto, subject always
to the control of the Board of Directors of the Corporation and to the
provisions of the Articles of Incorporation and By-laws of the Corporation, as
amended, and the Prospectus of the Corporation as from time to time amended and
in effect, and in the 1940 Act. Subject to the foregoing, and subject to the
specific approval of the Corporation, the Investment Manager shall have the
authority to engage one or more entities to perform its obligations for
sub-administrative services in connection with the management of the Fund, which
sub-administrators may be affiliates of the Investment Manager.
The Investment Manager shall furnish the Corporation office space in the
offices of
3
the Investment Manager, or in such other place or places as may be agreed upon
from time to time, and all necessary office facilities, simple business
equipment, supplies, utilities, and telephone service for managing the affairs
and investments of the Fund.
The Investment Manager shall provide all necessary executive and
administrative personnel for managing the affairs of the Fund, including
personnel to perform clerical, bookkeeping, accounting and other office
functions. These services are exclusive of the bookkeeping and accounting
services of any dividend disbursing agent, transfer agent, registrar or
custodian. The Investment Manager shall compensate all personnel, officers and
Directors of the Corporation if such persons are also employees of the
Investment Manager or its affiliates.
ARTICLE 3
ALLOCATION OF EXPENSE
Except for the services and facilities to be provided by the Investment
Manager as set forth in Article 2 above, the Corporation assumes and shall pay
all expenses for all other Fund operations and activities and shall reimburse
the Investment Manager for any such expenses incurred by the Investment Manager
(it being understood that the Corporation shall allocate such expenses between
or among its Funds to the extent contemplated by its Articles of Incorporation).
The expenses to be borne by the Fund with respect to the Fund shall include,
without limitation:
(a) all expenses of organizing the Corporation or forming any Fund
thereof;
(b) the charges and expenses of any registrar, stock transfer or dividend
disbursing agent, shareholder servicing agent, custodian, or depository
appointed by the Corporation with respect to the Fund for the safekeeping of
its cash, portfolio securities and other property, including the costs of
servicing shareholder investment accounts and bookkeeping, accounting and
pricing services;
(c) the charges and expenses of auditors;
(d) brokerage commissions and other direct costs incurred in connection
with transactions in the portfolio securities of the Fund, including any portion
of such commissions attributable to brokerage and research services as defined
in Section 28(e) of the Exchange Act and including any costs directly related to
the acquisition, disposition, lending or borrowing of portfolio investments;
(e) taxes, including issuance and transfer taxes, and corporate
registration, filing or other
4
fees payable by the Corporation with respect to the Fund, to federal, state or
other governmental agencies;
(f) expenses, including the cost of printing certificates, relating to
the issuance of shares of the Fund;
(g) expenses involved in registering and maintaining registrations of the
Fund and of its shares with the Securities and Exchange Commission and various
states and other jurisdictions, including reimbursement of actual expenses
incurred by the Investment Manager in performing such functions for the Fund,
which may include compensation of persons who are employees of the Investment
Manager, in proportion to the relative time spent on such matters;
(h) expenses related to the redemption of shares of the Fund, including
expenses attributable to any program of periodic redemption;
(i) expenses of shareholders and Directors meetings, including meetings of
committees, and of preparing, printing and mailing proxy statements, quarterly
reports, semi-annual reports, annual reports and other communications to
existing shareholders;
(j) expenses of preparing and setting in type prospectuses, and expenses
of printing and mailing the same to existing shareholders (but not expenses of
printing and mailing of prospectuses and literature used for promotional
purposes);
(k) compensation and expenses of Directors who are not "interested
persons" within the meaning of the 1940 Act;
(l) expenses of maintaining shareholder accounts and furnishing, or
causing to be furnished, to each shareholder a statement of his or her account,
including the expense of mailing;
(m) charges and expenses of legal counsel in connection with matters
relating to the Fund, including, without limitation, legal services rendered in
connection with the Corporation's corporate and financial structure and
relations with its shareholders, issuance of shares of the Fund, and
registration and qualification of securities under federal, state and other
laws;
(n) the cost and expense of maintaining the books and records of the Fund,
including general ledger accounting;
(o) insurance premiums on fidelity, errors and omissions and other
coverages including the expense of obtaining and maintaining a fidelity bond as
required by Section 17(g) of the 1940 Act;
5
(p) interest and any other costs related to borrowings by the Corporation
for the Fund; and
(q) such other non-recurring expenses of the Corporation with respect to
the Fund as may arise, including expenses of actions, suits, or proceedings to
which the Corporation is a party and expenses resulting from the legal
obligation which the Corporation may have to provide indemnity with respect
thereto.
ARTICLE 4
MANAGEMENT FEE
For the services rendered and the facilities to be provided by the
Investment Manager as set forth in Article 2 hereof, the Corporation agrees that
the Fund shall pay to the Investment Manager a monthly fee as soon as practical
after the last day of each calendar month, which fee shall be paid at a rate
equal to ninety-five one hundredths of one percent (.95%) of the average daily
net asset value of such Fund for such calendar month, commencing as of the date
on which this Agreement becomes effective with respect to such Fund and computed
in accordance with the description of the method of determination of net asset
value contained in the Prospectus.
In the case of commencement or termination of this Agreement with respect
to the Fund during any calendar month, the fee with respect to the Fund for that
month shall be reduced proportionately based upon the number of calendar days
during which this Agreement is in effect with respect to the Fund, and the fee
shall be computed based upon the average daily net asset value of the Fund
during such period.
ARTICLE 5
EXPENSE LIMITATION
The Investment Manger agrees that if the total expenses of the Fund
(exclusive of interest, taxes, brokerage expenses and extraordinary items such
as litigation expenses) for any fiscal year of the Fund exceed the lowest
expense limitation imposed in any jurisdiction in which the Fund is then making
sales of its shares or in which its shares are then qualified for sale, if any,
the Investment Manager will pay or reimburse the Fund for that excess up to the
amount of its advisory fees payable with respect to the Fund during that fiscal
year. The amount of the monthly advisory fee payable by the Fund under Article 4
hereof shall be reduced to the extent that the monthly expenses of the Fund, on
an annualized basis,
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would exceed the foregoing limitation. At the end of each fiscal year of the
Fund, if the aggregate annual expenses chargeable to the Fund for that year
exceed the foregoing limitation based upon the average of the monthly average
net asset value of the Fund for the year, the Investment Manager will promptly
reimburse the Fund for the amount of such excess to the extent not already
reimbursed by reduction of the monthly advisory fee, but if such expenses are
within the foregoing limitation, any excess amount previously withheld from the
monthly advisory fee during that fiscal year will be promptly paid over to the
Investment Manager.
In the event that this Agreement (i) is terminated as of a date other than
the last day of the fiscal year of the Fund or (ii) commences as of a date other
than the first day of the fiscal year of the Fund, then the expenses of the Fund
shall be annualized and the Investment Manager shall pay to, or receive from,
the Fund a pro rata portion of the amount that the Investment Manager would have
been required to pay or would have been entitled to receive, if any, had this
Agreement been in effect with respect to the Fund for the full fiscal year.
ARTICLE 6
RELATIONS WITH CORPORATION
Subject to and in accordance with the Articles of Incorporation and By-Laws
of the Corporation and the Articles of Organization and By-Laws of the
Investment Manager, it is understood that Directors, officers, agents and
shareholders of the Corporation are or may be interested in the Investment
Manager (or any successor thereof) as directors, officers or otherwise, that
directors, officers, agents and shareholders of the Investment Manager (or any
successor thereof) are or may be interested in the Corporation as Directors,
officers, agents, shareholders or otherwise, that the Investment Manager (or any
such successor thereof) is or may interested in the Corporation as a shareholder
or otherwise and that the effect of any such adverse interests shall be
goverened by said Articles of Incorporation, Articles of Organization and By-
Laws.
ARTICLES 7
LIABILITY OF INVESTMENT MANAGER
(a) In the performance of investment management services as provided in
Article 2, the Investment Manager shall not be liable for any errors of
judgment or mistake of law or for any loss suffered by the Fund in connection
with any investment policy or the purchase, sale or redemption of any securities
on the recommendation of the Investment Manager. Nothing herein contained shall
be construed to protect the Investment Manager against any liability to the Fund
or its shareholders to which the Investment Manager shall
7
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties on behalf of the Fund, reckless
disregard of the Investment Manager's obligations and duties under this
Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
2, and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 8
DURATION AND TERMINATION OF THIS AGREEMENT
(a) Duration. This Agreement shall become effective on the later of (i)
the date on which a Registration Statement with respect to its shares under the
Securities Act of 1933, as amended, is first declared effective by the
Securities and Exchange Commission or (ii) the date on which the Fund commences
offering its shares to the public, and shall continue in effect, but only so
long as such continuance is specifically approved at least annually by (i) the
Board of Directors of the Corporation, or by the vote of a majority of the
outstanding shares of the Fund, and (ii) a majority of those directors who are
not parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.
(b) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of the Board of Directors of the Corporation or
by vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund, or by the Investment Manager, in each case on sixty (60)
days prior written notice to the other party.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment (as defined in the 1940
Act).
(d) Approval, Amendment or Termination. Any approval, amendment or
termination of this Agreement by the holders of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Fund shall be effective to
continue, amend or terminate this Agreement notwithstanding that such action has
not been approved by the vote of a majority of the outstanding voting securities
of the Corporation, unless such action shall be required by any applicable law
or otherwise.
8
ARTICLE 9
SERVICES NOT EXCLUSIVE
The services of the Investment Manager to the Corporation hereunder are not
to be deemed exclusive, and the Investment Manager shall be free to render
similar services to others so long as its services hereunder are not impaired
thereby.
ARTICLE 10
NOTICES
Notices under this Agreement shall be in writing and shall be addressed,
and delivered or mailed postage prepaid, to the other party at such address as
such other party may designate from time to time for the receipt of such
notices. For this purpose, and until further notice, the address of the
Corporation is Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000 and the
address of the Investment Manager is Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
ARTICLE 11
GOVERNING LAW; COUNTERPARTS
This Agreement shall be construed in accordance with the laws of the State
of New York. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
9
ARTICLE 12
DEFINITIONS
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the 1940 Act.
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------
President
Attest:
/s/ Xxxxxxx X. Xxxxx
-------------------------
Asst. Clerk
METLIFE PORTFOLIOS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
President
Attest:
/s/ Xxxxxxxxxxx Xxxxxxxx
-------------------------
Asst. Secretary
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