EXHIBIT (5)(c)
TRANSFER AND ASSUMPTION OF RESPONSIBILITIES AND RIGHTS
In accordance with the vote unanimously adopted by all of the Trustees
of MetLife - State Street Money Market Trust ("Trust") who were present at a
meeting of such Trustees duly called and held on September 14, 1992, being a
majority of such Trustees, including a majority of Trustees who are not parties
to the attached Advisory Agreement dated July 17, 1986, by and between State
Street Financial Services, Inc. (formerly MetLife - State Street Investment
Services, Inc.) and the Trust ("Advisory Agreement"), or "interested persons"
(as defined in the Investment Company Act of 1940) of any such party, effective
as of the commencement of business on July 1, 1992, all of the duties and
responsibilities of the Manager to provide services and facilities to the Trust
as set forth in the Advisory Agreement and all the rights of the Manager,
including but not limited to the right to be compensated by the Trust as
described in the Advisory Agreement, are hereby transferred from State Street
Financial Services, Inc., a Massachusetts corporation, to State Street Research
& Management Company, a Delaware corporation, formerly sub-adviser to the Trust,
and State Street Research & Management Company hereby assumes such
responsibilities and rights, all of the foregoing transactions being effected in
reliance on Rule 2a-6 under the Investment Company Act of 1940, as amended.
STATE STREET FINANCIAL
SERVICES, INC.
by: /s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx, President
and Chief Executive Officer
STATE STREET RESEARCH &
MANAGEMENT COMPANY
by: /s/ Xxxxx X. Xxxxx
----------------------
Xxxxx X. Xxxxx, Chairman and
Chief Executive Officer
Dated: October 6, 1992
