DEFERRED FEE AGREEMENT
----------------------
AGREEMENT dated __________ __, 2008, between the Fund (as hereinafter
defined) and ___________________, hereinafter called the "Trustee."
WHEREAS, the Trustee is a trustee of the Fund; and
WHEREAS, the Fund desires to offer incentives to retain the services of the
Trustee; and
WHEREAS, the Fund has agreed to pay fees to the Trustee for services as a
Trustee of the Fund; and
WHEREAS, the Trustee desires to defer receipt of said fees in the manner
described in this Agreement;
NOW, THEREFORE, the Fund and the Trustee agree as follows:
1. Election of Deferment. The Trustee hereby irrevocably elects to defer
---------------------
receipt of the amount or percentage set forth in Schedule I hereto of all
retainer fees and fees for attendance at meetings (including fees relating to
services as Chair or member of any Committee of the Fund's Board of Trustees)
which would otherwise be paid in cash to the Trustee (the "Fees") with respect
to services of the Trustee to be performed subsequent to the end of the calendar
year during which this election is made.
A. This election is intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")
and shall continue in effect with respect to Fees earned for each calendar
year subsequent to the end of the calendar year in which this election is
made unless, prior to January 1 of the year in question, Trustee shall have
filed with the Treasurer of the Fund (the "Treasurer") a written revocation
of this election and/or a superseding election. Fees deferred pursuant to
this Agreement shall be hereinafter called the "Deferred Fees." Any Fees in
excess of the Deferred Fees in any fiscal quarter shall be paid to the
Trustee in accordance with the terms of the agreement or arrangement under
which such Fees became payable to the Trustee.
B. Notwithstanding anything in the foregoing, an individual who first
becomes a Trustee after the beginning of a calendar year may, within thirty
(30) days of initial eligibility, elect to defer eligible compensation for
the remainder of such year by executing an irrevocable deferral election on
a form prescribed by the Treasurer with respect to his or her eligible
compensation in respect of services to be performed during the remainder of
the calendar year following such election. An individual who already
participates or is eligible to participate in (including, except to the
extent otherwise provided in Section 1.409A-2(a)(7) of the Treasury
regulations, an individual who has any entitlement, vested or unvested, to
payments under) any other nonqualified deferred compensation plan that
would be required to be aggregated with the Agreement for purposes of
Section 1.409A-1(c)(2) of the Treasury regulations shall not be treated as
eligible for the mid-year election rules of this Section 1.B with respect
to the Agreement, even if he or she had never previously been eligible to
participate in this Agreement itself.
2. Trustee's Deferment Account. For bookkeeping purposes only, the Fund
---------------------------
shall establish and maintain an account for the Trustee (the "Trustee's
Deferment Account") to which the following credits and debits shall be made:
A. On or about the last day of the month following the quarterly
meeting of the Trustees (the "Normal Payment Date"), the Trustee's
Deferment Account shall be credited with the amount of any Deferred Fees
that would otherwise normally be paid to the Trustee. Solely for purposes
of calculating the balance standing to the credit of the Trustee's
Deferment Account from time to time, and without any requirement of actual
investment or payment by the Fund, such Deferred Fees shall be assumed to
have been invested (without payment of a sales charges) in Class A shares
of common stock under a contract issued by the Fund ("Shares") as of the
opening of business on the Normal Payment Date, in accordance with the
allocation set forth in Schedule I attached hereto, provided that the
Trustee may allocate the Trustee's Deferment Account among no more than
five (5) portfolios. In selecting portfolios for measurement of
hypothetical return, a Trustee may also select the Asset Allocation
Portfolios (as hereinafter defined) of Metropolitan Series Fund, Inc. (a
separately SEC-registered investment company offering fund of funds which
invest in certain series of the Trust). The Asset Allocation Portfolios of
Metropolitan Series Fund, Inc. consist of MetLife Conservative Allocation
Portfolio, MetLife Conservative to Moderate Allocation Portfolio, MetLife
Moderate Allocation Portfolio, MetLife Moderate to Aggressive Allocation
Portfolio and MetLife Aggressive Allocation Portfolio as well as the
BlackRock Money Portfolio.
B. Prior to the commencement of each calendar quarter, the Trustee
will have the option to reallocate, for hypothetical investment purposes,
Deferred Fees earned beginning in the subsequent quarter and/or the balance
of the existing Trustee's Deferment Account among new portfolios, subject
to the five-portfolio maximum prescribed in Section 2.A. above. Notice of
any such reallocation must be delivered to the Treasurer at least 15 days
prior to the commencement of the calendar quarter in question. If Deferred
Fees for any calendar quarter are directed to be allocated among portfolios
that include any that are different (each, a "New Portfolio") than the
portfolios in which the Trustee's Deferment Account were hypothetically
invested at the time of such election, except as the Treasurer of the Fund
may otherwise determine, the entirety of the Trustee's Deferment Account
shall be allocated for hypothetical purposes, effective as of the first day
of such quarter, among the portfolios selected for the hypothetical
investment of Deferred Fees for such quarter, in the same proportion as the
allocation of Deferred Fees for such quarter.
C. If the Shares shall at any time be changed by recapitalization,
consolidation, combination, stock dividend or split, reverse stock split,
conversion, or similar change in capitalization, the Fund shall make
appropriate equitable adjustments in the number and nature of Shares deemed
credited to the Trustee's Deferment Account, consistent with the changes
being made to such Shares, such that the hypothetical investment in the
Shares subject to such change shall continue, from the date of the change,
as a hypothetical investment in such portfolio, and, solely for purposes of
calculating the balance standing to the credit of the Trustee's Deferment
Account from time to time, any dividends or distributions which would not
have originally been paid in Shares shall be assumed to have been
reinvested in additional Shares at the times and in the manner prescribed
by the Fund's general procedures for automatic reinvestment.
2
D. The Trustee's Deferment Account shall be credited in the amount of
any appreciation, and shall be debited in the amount of any depreciation,
in the value of all Shares assumed to have been acquired through
hypothetical investment of Deferred Fees and hypothetical reinvestment in
Shares of dividends or distributions assumed to have been paid with respect
to such hypothetical investment, as determined from time to time by the
Fund in accordance with its general procedures for valuing the Fund's net
assets.
E. The Treasurer of the Fund is authorized to reallocate the amount of
the hypothetical investment in any portfolio in the Fund to the other
portfolios designated by the Trustee on Schedule I if, pursuant to approval
of the Board of Trustees, the portfolio (but not the Fund) is liquidated.
Each such hypothetical investment to be reallocated shall be reallocated in
proportion to each of the hypothetical investments in the other portfolios
designated by the Trustee on Schedule I. If no other portfolio has been
designated by the Trustee, the Treasurer of the Fund is authorized to
transfer the amount of the hypothetical investment in the liquidating
portfolio to the Money Market Portfolio of the Metropolitan Series Fund,
Inc (the "Money Market Portfolio").
F. If a portfolio of the Fund merges with a portfolio of another fund
that has separately registered with the U.S. Securities and Exchange
Commission (the "SEC"), the Trustee will have the option to reallocate by
way of notice to the Treasurer any Deferred Fees allocated to such
portfolio. If no portfolio is designated by the Trustee for reallocation,
the Treasurer of the Fund is authorized to transfer the amount of the
hypothetical investment in the merging portfolio to the Money Market
Portfolio. If a portfolio of the Fund merges with another portfolio of the
same Fund (i.e., it has not separately registered with the SEC), the
Trustee will have the option to reallocate by way of notice to the
Treasurer any Deferred Fees allocated to such portfolio. If no portfolio is
designated by the Trustee for reallocation, such Deferred Fees will be
reallocated to the surviving portfolio.
As a result of the foregoing provisions of this Section 2, the amount
standing to the credit of the Trustee's Deferment Account at any time shall be
equal to the value of a hypothetical investment, made at the times prescribed
above, of the Deferred Fees in Shares, subject to debits to the Trustee's
Deferment Account as provided in Section 3.B or 3.D and assuming automatic
reinvestment of all dividends and distributions which would have been paid by
the Fund on account of such investment (other than dividends or distributions
which would have originally been paid in Shares). When used herein with respect
to Shares or dividends and distributions reinvested in Shares, the term "value"
shall refer to the net asset value of such Shares as determined by the Fund from
time to time in accordance with its general procedures for such determinations.
The Trustees shall at any time be considered fully vested in such Trustees'
Deferment Account.
3
3. Payments to the Trustee or his Beneficiary. The Fund shall pay the
------------------------------------------
balance of a Trustee's Deferment Account to the Trustee or the Trustee's
beneficiary as follows and shall make appropriate debits to the Trustee's
Deferment Account to reflect these payments:
A. Maturity of the Trustee's Deferment Account. The Trustee's
Deferment Account shall mature upon the first to occur of the following
events:
(1) On January 1 of the calendar year following the calendar year in
which the Trustee separates from service, including without
limitation, by reason of death; or
(2) Unless the Treasurer of the Fund otherwise determines, in the
circumstances described in and subject to the rules specified in
Section 1.409A-3(j)(4)(ix) of the Treasury regulations.
B. Payment to the Trustee. Trustee hereby elects to have Deferred
----------------------
Fees, including all income, gains and losses credited or charged with
respect thereto, paid in the following form (one form of payment should be
marked with an "x"):
[_] In a lump sum, as described below;
[_] In installment payments over five years (a "Five Year
Payment Plan"), as described below; or
[_] In installment payments over ten years (a "Ten Year Payment
Plan"), as described below.
Except as provided below, such election as to the form of payment
shall continue in effect for the calendar year in which the election
becomes effective and for subsequent years. If the Trustee has
selected a lump sum payment, within fifteen (15) days after the
maturity of the Trustee's Deferment Account, the Fund shall pay to the
Trustee, if living, cash in an amount equal to the balance standing to
the credit of the Trustee's Deferment Account as of the date of
maturity.
If the Trustee has elected the Five Year Payment Plan, within fifteen
(15) days after the maturity of the Trustee's Deferment Account, the
Fund shall pay to the Trustee, if living, cash in an amount equal to
20.00% of the balance standing to the credit of the Trustee's
Deferment Account as of the date of maturity. No later than January 15
of each of the first four years following the year in which the first
payment shall have been made, the Fund shall pay the Trustee, if
living, cash in amounts equal to the following percentages of the
balance standing to the credit of the Trustee's Deferment Account on
January 1 of the year in question:
Years Following
First Payment Percentage
------------------------------------------------------------------- ----------
First 25.00%
Second 33.33%
Third 50.00%
Fourth 100.00%
If the Trustee has elected the Ten Year Payment Plan, within fifteen
(15) days after the maturity of the Trustee's Deferment Account, the
Fund shall pay to the Trustee, if living, cash in an amount equal to
10.00% of the balance standing to the credit of the Trustee's
Deferment Account as of the date of maturity. No later than January 15
of each of the first nine years following the year in which the first
payment shall have been made, the Fund shall pay the Trustee, if
living, cash in amounts equal to the following percentages of the
balance standing to the credit of the Trustee's Deferment Account on
January 1 of the year in question:
4
Years Following
First Payment Percentage
------------------------------------------------------------------- ----------
First 11.11%
Second 12.50%
Third 14.29%
Fourth 16.67%
Fifth 20.00%
Sixth 25.00%
Seventh 33.00%
Eighth 50.00%
Ninth 100.00%
C. Change in Payment Plan. A Trustee who has specified a payment date
----------------------
(the "original payment date") for any amount deferred under section 3.B of this
Agreement may elect to postpone payment of such amount provided that (i) such
election is made irrevocably not later than twelve (12) months in advance of the
original payment date and does not take effect until at least twelve (12) months
after such election, and (ii) designates a new payment date that is not sooner
than five (5) years after the original payment date. However, a Trustee that
otherwise meets the requirements of this section 3.C may only elect to have
postponed payments paid in accordance with a payment plan described in section
3.B of this Agreement; provided, however, that a Trustee that initially elects
to -------- ------- be paid in (i) a lump sum may only elect to have postponed
payments paid in a lump sum or in accordance with the Five Year Payment Plan, in
each case all the payments of which must be paid within ten years of the
original payment date, (ii) accordance with the Five Year Payment Plan may only
elect to have postponed payments paid in a lump sum or in accordance with the
Five Year Payment Plan, in each case all the payments of which must be paid
within ten years of the original payment date, and (iii) accordance with the Ten
Year Payment Plan may only elect to have postponed payments paid in a lump sum
or in accordance with the Five Year Payment Plan, in each case all the payments
of which must be paid within ten years of the original payment date. For the
avoidance of doubt, if a Trustee elects to postpone payments under this section
3.C, the postponed lump sum payment or first installment payment date must be no
sooner than five
5
(5) years after the original payment date, and subsequent installments, if any,
will be paid in accordance with the schedule in section 3.B taking into account
the later initial payment. For purposes of this Agreement, installment payments
paid under this Agreement will be treated as a single payment within the meaning
of Section 1.409A-2(b)(2) of the Treasury regulations.
D. Separation From Service. For purposes of this Agreement, the term
-----------------------
separation from service shall mean a "separation from service" (as defined
at Section 1.409A-1(h) of the Treasury regulations) from the Fund and from
all other corporations and trades or businesses, if any, that would be
treated as a single "service recipient" with the Fund under Section
1.409A-1(h)(3) of the Treasury regulations.
E. Payment to the Trustee's Beneficiary. If the Trustee dies before
------------------------------------
any payment or all payments set forth in Section 3.B shall have been made,
the Fund shall pay to the Trustee's beneficiary (as designated by the
Trustee on the form attached hereto as Exhibit A), on each date that the
Trustee would have otherwise received a payment under Section 3.B, cash in
amounts equal to such payment that the Trustee would have otherwise
received under Section 3.B.
F.Calculation of Balance and Debits to Reflect Payment. As provided in
----------------------------------------------------
Section 2 hereof, the balance standing to the credit of the Trustee's
Deferment Account at any time shall be the value of all Shares assumed to
have been acquired as aforesaid, such value to be determined as of the
close of business on that date. Whenever any Deferred Fee payment is made
hereunder, a debit shall be made to the Trustee's Deferment Account to
reflect such payment, and the total number of Shares assumed to have been
so acquired shall be reduced by that number of Shares whose aggregate value
as of the date of maturity or, in the case of installment payments, as of
the applicable January 1 of the year in question, is equal to the amount of
such payment.
4. Nature of Claim for Payments. The Fund shall not be required to set
----------------------------
aside, segregate or deposit any funds or assets of any kind to meet any of its
obligations hereunder. All obligations of the Fund hereunder shall be reflected
by book entries only, and neither the Trustee nor any beneficiary shall have any
rights on account of this Agreement in or to any specific assets of the Fund.
Any rights that the Trustee and any beneficiary may have on account of this
Agreement shall be solely those of a general, unsecured creditor of the Fund.
5. Restriction on Alienation. Neither the Trustee nor any beneficiary nor
-------------------------
any next-of-kin shall have any right to sell, assign, transfer or otherwise
convey the rights to receive payments hereunder, in whole or in part, whether
voluntarily or involuntarily, which payments and the rights thereto are
expressly declared to be non-assignable and non-transferable.
6. Section 409A of the Code. This Agreement is intended to comply with the
------------------------
requirements of Section 409A of the Code and guidance issued thereunder and
shall be construed accordingly. Notwithstanding anything to the contrary in this
Agreement, neither the Fund nor any person acting on behalf of the Fund shall be
liable to the Trustee or to his or her estate or beneficiary by reason of any
acceleration of income, or any additional tax, asserted by reason of the failure
of this Agreement to satisfy the requirements of Section 409A of the Code or by
reason of Section 4999 of the Code.
6
7. Successors. This Agreement shall be binding upon and shall inure to the
----------
benefit of the Fund, its successors and assigns and the Trustee, his personal
representatives, designated beneficiary and next-of-kin.
8. Execution by More Than One Fund; Separate Agreements. Where this
----------------------------------------------------
document has been executed by more than one corporation or other legal entity
designated below as the "Fund," each such corporation or legal entity and the
Trustee shall be deemed to have entered into a wholly separate agreement
relating exclusively to the payment of Deferred Fees by such corporation or
legal entity. Such corporation or legal entity shall be considered the "Fund"
for all purposes of such separate agreement, and in no event shall such
corporation or legal entity have any responsibility for the payment of Deferred
Fees or any other obligation on the part of any other such corporation or legal
entity arising under its separate agreement with the Trustee.
Signed and sealed on the date first above written.
-------------------------------------
By:
Print Name of Trustee:
-----------------------
Each, of the following, a Fund
------------------------------
By: Met Investors Series Trust.*
By:
-----------------------
* A copy of the Agreement and Declaration of Trust establishing Met Investors
Series Trust is on file with the Secretary of State of the State of
Delaware, and notice is hereby given that this separate Agreement is
executed on behalf of the Trust by an officer of such Trust as an officer
and not individually and the obligations of or arising out of this separate
Agreement are not binding upon any of the Trustees, officers or
shareholders of such Trust individually but are binding only upon the
assets and property belonging to the indicated series of such Trust.
7
Exhibit A
---------
DESIGNATION OF BENEFICIARY
--------------------------
________ ___, 2008
To the Treasurer of the Fund Designated
in Those Certain Separate Deferred Fee
Agreement Dated between the Undersigned
and Each Such Fund
0 Xxxx Xxxxx, xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Dear Sir or Madam:
In accordance with the provisions of each of the above-referenced Deferred
Fee Agreements, I hereby designate __________________ as my beneficiary to
receive payments thereunder in the event of my death before payments in full
thereunder have been made. In the event that the said beneficiary pre-deceases
me, I hereby designate as beneficiary, in his/her stead, ________________.
Yours truly,
---------------------------
By:
8
Schedule I
December 31, 2008
Met Investors Series Trust Deferred Compensation for
----------------------------------------------------
(the "Trustee")
Fees to be Deferred (choose either Allocation of Deferred Fees*
a percentage or total dollar amount): (A MAXIMUM OF FIVE
_______% or $_______ PORTFOLIOS MAY BE DESIGNATED)
Approximate
Fees to be Deferred (choose either Allocation of Deferred Fees*
a percentage or total dollar amount): (A MAXIMUM OF FIVE
_______% or $_______ PORTFOLIOS MAY BE DESIGNATED)
Approximate Percentage of
--------------------------
Dollars Deferred Fees
--------- --------------
American Funds Balanced Allocation Portfolio $________ _____________%
American Funds Bond Portfolio $________ _____________%
American Funds Growth Allocation Portfolio $________ _____________%
American Funds Growth Portfolio $________ _____________%
American Funds International Portfolio $________ _____________%
American Funds Moderate Allocation Portfolio $________ _____________%
Met/AIM Capital Appreciation Portfolio $________ _____________%
Met/AIM Small Cap Growth Portfolio $________ _____________%
Batterymarch Growth and Income Portfolio $________ _____________%
BlackRock High Yield Portfolio $________ _____________%
BlackRock Large Cap Core Portfolio $________ _____________%
Clarion Global Real Estate Portfolio $________ _____________%
Dreman Small Cap Value Portfolio $________ _____________%
Met/Franklin Income Portfolio $________ _____________%
Met/Franklin Mutual Shares Portfolio $________ _____________%
Met/Franklin Xxxxxxxxx Founding Strategy Portfolio $________ _____________%
Xxxxxxx Sachs Mid Cap Value Portfolio $________ _____________%
Xxxxxx Oakmark International Portfolio $________ _____________%
Janus Forty Portfolio $________ _____________%
Lazard Mid Cap Portfolio $________ _____________%
Xxxx Xxxxx Partners Aggressive Growth Portfolio $________ _____________%
Xxxx Xxxxx Partners Managed Assets Portfolio $________ _____________%
Xxxx Xxxxx Value Equity Portfolio $________ _____________%
Xxxxxx Xxxxxx Global Markets Portfolio $________ _____________%
Lord Xxxxxx Bond Debenture Portfolio $________ _____________%
Lord Xxxxxx Growth and Income Portfolio $________ _____________%
Lord Xxxxxx Mid Cap Value Portfolio $________ _____________%
9
MetLife Aggressive Strategy Portfolio $________ _____________%
MetLife Balanced Strategy Portfolio $________ _____________%
MetLife Defensive Strategy Portfolio $________ _____________%
MetLife Growth Strategy Portfolio $________ _____________%
MetLife Moderate Strategy Portfolio $________ _____________%
MFS Emerging Markets Equity Portfolio $________ _____________%
MFS Research International Portfolio $________ _____________%
Xxxxxxxxxxx Capital Appreciation Portfolio $________ _____________%
PIMCO Inflation Protected Bond Portfolio $________ _____________%
PIMCO Total Return Portfolio $________ _____________%
Pioneer Fund Portfolio $________ _____________%
Pioneer Strategic Income Portfolio $________ _____________%
Rainier Large Cap Equity Portfolio $________ _____________%
RCM Technology Portfolio $________ _____________%
SSgA Growth and Income ETF Portfolio $________ _____________%
SSgA Growth ETF Portfolio $________ _____________%
X. Xxxx Price Mid Cap Growth Portfolio $________ _____________%
Met/Xxxxxxxxx Growth Portfolio $________ _____________%
Third Avenue Small Cap Value Portfolio $________ _____________%
Xxxxxx Mid Cap Growth Portfolio $________ _____________%
Xxx Xxxxxx Xxxxxxxx Portfolio $________ _____________%
Xxx Xxxxxx Mid Cap Growth Portfolio $________ _____________%
THE FOLLOWING ARE SERIES OF METROPOLITAN SERIES FUND, INC.
BlackRock Money Market Portfolio $________ _____________%
MetLife conservative Allocation Portfolio $________ _____________%
MetLife Conservative to Moderate Allocation
Portfolio $________ _____________%
MetLife Moderate Allocation Portfolio $________ _____________%
MetLife Moderate to Aggressive Allocation
Portfolio $________ _____________%
MetLife Aggressive Allocation Portfolio $________ _____________%
Total Allocation $________ 100%
----------------
* Compensation other than the annual retainer and quarterly fees (for example
fees for special meetings) shall be deferred in accordance with the
percentages set forth above.
10
