ADMINISTRATION AGREEMENT
between
MET INVESTORS SERIES TRUST
and
INVESTORS BANK & TRUST COMPANY
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of December 7, 2000 by and
between MET INVESTORS SERIES TRUST, a Delaware business trust (the "Fund"), on
behalf of the funds listed on Appendix A hereto, and INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company ("Investors Bank").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the " 1940 Act")
with separate series; and
WHEREAS, the Fund desires to retain Investors Bank to render certain
administrative services to the Fund and Investors Bank is willing to render such
services;
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Investors Bank to act as
Administrator of the Fund on the terms set forth in this Agreement. Investors
Bank accepts such appointment and agrees to render the services herein set forth
for the compensation herein provided.
2. Delivery of Documents. The Fund has furnished Investors Bank with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of Investors Bank to provide certain administrative services to the
Fund and approving, this Agreement;
(b) The Fund's organizational documents filed with the state of Delaware
and all amendments thereto (the "Articles");
(c) The Fund's by-laws and all amendments thereto (the "By-Laws");
(d) The Fund's agreements with all service providers which include any
investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-lA (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of additional
information (the "Prospectus"); and
(g) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for Investors Bank in the proper performance of
its duties hereunder.
The Fund will immediately furnish Investors Bank with copies of all
amendments of or supplements to the foregoing. Furthermore, the Fund will notify
Investors Bank as soon as possible of any matter materially affecting the
performance of Investors Bank of its services under this Agreement.
3. Duties of Administrator. Subject to the supervision and direction
of the Board of Trustees of the Fund, Investors Bank, as Administrator, will
assist in supervising various aspects of the Fund's administrative operations
and undertakes to perform the following specific services:
(a) Maintaining office facilities (which may be in the offices of Investors
Bank or a corporate affiliate);
(b) Furnishing internal executive and administrative services and clerical
services;
(c) Furnishing corporate secretarial services including preparation and
distribution of materials for Board of Trustees meetings;
(d) Accumulating information for and, subject to approval by the
Fund's treasurer and legal counsel, coordination of the preparation, filing,
printing and dissemination of reports to the Fund's shareholders of record and
the SEC including, but not necessarily limited to, post effective amendments to
the Fund's registration statement, annual reports, semiannual reports, Form
N-SAR, 24f-2 notices and proxy material;
(e) Participating in the preparation and filing of various reports or
other documents required by federal, state and other applicable laws and
regulations, other than those filed or required to be filed by the Fund's
investment adviser or transfer agent;
(f) Coordinating the preparation and filing of the Fund's tax returns and;
(g) Other services as may be detailed as an appendix to this Agreement.
In performing all services under this Agreement, Investors Bank shall
act in conformity with Fund's Articles and By-Laws and the 1940 Act, as the same
may be amended from time to time; and the investment objectives, investment
policies and other practices and policies set forth in the Fund's Registration
Statement, as the same may be amended from time to time. Notwithstanding any
item discussed herein, Investors Bank has no discretion over the Fund's assets
or choice of investments and cannot be held liable for any problem relating to
such investments.
4. Fees and Expenses.
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(a) For the services to be rendered and the facilities to be furnished
by Investors Bank, as provided for in this Agreement, the Adviser will
compensate Investors Bank in accordance with Appendix B hereto. Such fees do not
include out-of-pocket disbursements (as delineated on the fee schedule or other
expenses with the prior approval of the Fund's management) of the Administrator
for which the Administrator shall be entitled to xxxx separately.
(b) Investors Bank shall not be required to pay any expenses incurred by
the Fund.
5. Limitation of Liability.
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(a) Investors Bank, its directors, officers, employees and agents shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Adviser in connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of such obligations and duties, or by
reason of its reckless disregard thereof. The Fund will indemnify Investors
Bank, its directors, officers, employees and agents against and hold it and them
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from the willful misfeasance, bad faith or
negligence of Investors Bank in the performance of such obligations and duties
or by reason of its reckless disregard thereof.
(b) Investors Bank may apply to the Fund at any time for instructions
and may consult counsel for the Fund, or its own counsel, and with accountants
and other experts with respect to any matter arising in connection with its
duties hereunder, and Investors Bank shall not be liable or accountable for any
action taken or omitted by it in good faith in accordance with such instruction,
or with the opinion of such counsel, accountants, or other experts. Investors
Bank shall be protected in acting upon any document, certificate or instrument
which it reasonably believes to be genuine and to be signed or presented by the
proper person or persons. Investors Bank shall not be held to have notice of any
change of authority of any officers, employees, or agents of the Fund until
written notice thereof has been received from the Fund.
6. Termination of Agreement.
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(a) This Agreement shall become effective on the date hereof ( the
"Effective Date") and shall continue in effect until July 1, 2001 ( the "Initial
Term") and from year to year thereafter and shall remain in force unless
terminated pursuant to the provisions of subsection (b) of this Section 6,
provided however that Section 5 shall survive the termination of the Agreement.
(b) This Agreement may be terminated without penalty at any time upon
60 days written notice, by vote of the holders of a majority of the outstanding
voting securities of the Fund, or by vote of a majority of the Board of Trustees
of the Fund, or by Investors Bank.
7. Miscellaneous.
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(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or Investors Bank shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Fund and Adviser: Met Investors Series Trust
Xxx Xxxxxxx Xxxxxx, 0X
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx X. Forget, President
To Investors Bank: Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx,
Director Client Management
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
8. Confidentiality. 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 in the performance of duties hereunder or as otherwise required by law.
9. Use of Name. The Fund shall not use the name of Investors Bank or
any of its affiliates in any prospectus, sales literature or other material
relating to the Fund in a manner not approved by the Bank prior thereto in
writing; provided however, that the approval of the Bank shall not be required
for any use of its name which merely refers in accurate and factual terms to its
appointment hereunder or which is required by the Securities and Exchange
Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided further, that in no
event shall such approval be unreasonably withheld or delayed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
MET INVESTORS SERIES TRUST
By: ____________________________
Name:
Title:
Investors Bank & Trust Company
By: ___________________________
Name:
Title:
