EXHIBIT 6A
DISTRIBUTION AGREEMENT
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DISTRIBUTION AGREEMENT made as of this 11th 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 place of business
in Boston, Massachusetts (the "Distributor"), and METLIFE PORTFOLIOS, Inc., a
Maryland corporation having its principal place of business in New York, New
York (the "Corporation") which Corporation proposes to offer its shares in
different series representing interests in separate portfolios of assets (each
series being referred to herein as a "Fund").
WITNESSETH:
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In consideration of the agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, it is agreed:
1. Appointment of Distributor.
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(a) Appointment. The Corporation hereby appoints the Distributor as its
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exclusive agent to sell and distribute shares of each Fund in existence as of
the date hereof (the "Initial Funds") and the Distributor hereby accepts such
appointment and agrees during the term of this Agreement to provide the services
and to assume the obligations herein set forth. The Distributor represents that
as of the date of this Agreement and for the duration hereof, including any
renewals, that it is a broker-dealer registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, and a member in good
standing of the National Association of Securities Dealers, Inc.
In the event that the Corporation establishes one or more series of shares other
than the Initial Funds with respect to which it desires to retain the
Distributor to serve as distributor and principal underwriter hereunder, it
shall so notify the Distributor in writing, indicating the fee to be payable
with respect to the additional series of shares. If the Distributor is willing
to render such services, it shall so notify the Corporation in writing,
whereupon such series of shares shall become a Fund hereunder. In such event a
writing signed by both the Corporation and the Distributor shall be annexed
hereto as a part hereof indicating that such additional series of shares has
become a Fund hereunder.
(b) Sales of Shares. Shares of each Fund shall be sold as the offering
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price thereof as from time to time determined in the manner herein provided. The
Corporation agrees that it will not, without the Distributor's consent, sell or
agree to sell any shares of a Fund otherwise than through the
Distributor, except that the Corporation
may (a) sell shares for not less than the net asset value thereof as an
investment to such persons or classes of persons as may be indicated in the
Prospectus and Statement of Additional Information of the Corporation as amended
and in effect from time to time ("Prospectus"); (b) issue or sell shares for not
less than the net asset value thereof directly to holders of shares of any Fund
upon such terms and for such consideration, if any, as it may determine, whether
in connection with the distribution of subscription or purchase rights, the
payment or reinvestment of distributions or dividends, the exercise of any
applicable reinvestment privilege, or otherwise; (c) issue or sell shares for
not less than the net asset value thereof of any Fund to the shareholders of any
other Fund or investment company for which the Fund's investment adviser acts as
investment adviser in connection with the exercise of exchange privileges
offered by the Fund; and (d) issue shares for not less than the net asset value
thereof in connection with a merger, consolidation or acquisition of assets on
such basis as may be authorized or permitted under the Investment Company Act of
1940, as amended (the "1940 Act").
2. Basis of Sale Shares: Selected Dealers. The Distributor does not agree
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to sell any specific number of shares. Shares will be sold by the Distributor
as agent for the Corporation only against orders therefor. The Distributor will
not purchase shares except as agent for the Corporation. Notwithstanding
anything herein to the contrary, the Corporation may terminate, suspend or
withdraw the offering of shares whenever, in its sole discretion, it deems such
action desirable. In connection with its performance of services hereunder, the
Distributor may engage other members in good standing of the National
Association of Securities Dealers, Inc., to act as selected dealers in
accordance with the terms of a selected dealer agreement in substantially the
form attached hereto.
3. Compensation.
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(a) Offering Price/Sales Charge. The offering price for shares of any Fund
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of the Corporation shall be the "net asset value per share" for that Fund
determined in accordance with the Prospectus of the Corporation, plus a sales
charge payable to the Distributor as set forth in the Corporation's Prospectus
as from time to time amended and in effect. The Distributor may reallow such
portions of such sales charges as dealer concessions to dealers through whom
sales are made as the Distributor may determine consistent with the terms of the
Corporation's Prospectus as from time to time amended and in effect; provided,
however, that the sales charge to each purchaser of shares shall not exceed that
set forth for such category of purchaser in the Corporation's Prospectus as from
time to time amended and in effect. The Distributor may also pay from its own
funds a monthly commission, if any, with respect to sales to the extent
consistent with and as contemplated by the Corporation's Prospectus as from time
to time amended and in effect. The net asset value per share for each Fund
shall be determined at such time and on such days as are established by the
Board of Directors of the Corporation from time to time.
4. Manner of Offering. The Distributor will conform to the securities
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laws of any jurisdiction in which it sells, directly or indirectly, any shares
of the Corporation. The Distributor also agrees to furnish to the Corporation
sufficient copies of any sales
literature it intends to use in connection with any sales of shares in adequate
time for the Corporation to review such sales literature. The Distributor
agrees that it will be responsible for filing and clearing all such sales
literature with the proper authorities before the same is put in use to the
extent required by applicable law, and not to use the same until so filed and
cleared.
The Distributor and the Corporation each shall have the right to accept or
reject orders for the purchase of shares of the Corporation. Any consideration
which the Distributor may receive in connection with a rejected purchase order
will be returned promptly to the prospective purchaser. The Distributor agrees
to promptly issue confirmations of all accepted purchase orders and to transmit
a copy of such confirmations to the Corporation, or, if so directed, to any duly
appointed transfer or shareholder servicing agent of the Corporation. If the
originating dealer shall fail to make timely settlement of its purchase order in
accordance with the rules of the National Association of Securities Dealers,
Inc., the Distributor shall have the right to cancel such purchase order and to
hold the originating dealer responsible. The Distributor agrees to promptly
reimburse the Corporation for any amount by which the Corporation's losses
attributable to any such cancellations or to accepted purchase orders exceed
gains realized by the Corporation for either of such reasons in respect of other
purchase orders. The Corporation shall register or cause to be registered all
shares sold by the Distributor pursuant to the provisions hereof in such name or
names and amounts as the Distributor may request from time to time.
The Distributor agrees that if any person tenders to the Corporation for
redemption any shares purchased from the Corporation within seven days of the
redemption request, the Distributor will promptly pay to the Corporation the
full sales commission paid with respect to the shares so tendered for redemption
(in the case of sales by selected dealers, such payment shall be made promptly
after the Distributor's receipt of the same from the selected dealer responsible
for the sale).
The Distributor hereby agrees to act as agent for the Corporation in
connection with any share repurchase arrangements from time to time offered by
the Corporation in accordance with the terms of the Corporation's Prospectus as
from time to time amended.
5. Securities Laws. The Corporation has delivered to the Distributor a
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copy of its current Prospectus. The Corporation agrees that it will use its best
efforts to continue the effectiveness of its Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"), and the 1940 Act. The
Corporation further agrees to prepare and file any amendments to such
Registration Statement and any supplemental data as may be necessary in order to
comply with the Securities Act and the 1940 Act. The Corporation is presently
registered under the 1940 Act as an investment company, and it will use its best
efforts to maintain such registration and to comply with the requirements of
said Act.
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At the Distributor's request, the Corporation will take such steps as may
be necessary and feasible to qualify shares of the Fund for sale in states,
territories or dependencies of the United States of America, in the District of
Columbia and in foreign countries, in accordance with the laws thereof, and to
renew or extend any such qualification; provided, however, that the Corporation
shall not be required to qualify shares or to maintain the qualification of
shares in any state, territory, dependency, district or country where it shall
deem such qualification disadvantageous to the Corporation.
The Distributor agrees that it will (i) not use, distribute or disseminate
or authorize the use, distribution or dissemination by others in connection with
the sale of shares of the Fund, any statement, other than those contained in the
Corporation's current Prospectus, except such supplemental literature or
advertising as shall be approved by the Corporation, (ii) conform to the
requirements of all state and federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. relating to the sale of shares
of the Corporation (including without limitation, the maintenance of effective
broker-dealer registrations as required), and (iii) observe and be bound by the
fundamental policies adopted by the Corporation pursuant to the 1940 Act, notice
of which shall have been given to the Distributor which at the time in any way
require, limit, restrict or prohibit or otherwise regulate any action on the
part of the Distributor.
The Distributor further agrees that:
(a) the Distributor shall furnish to the Corporation any information with
respect to the Distributor within the purview of any reports or registrations
required to be filed with any governmental authority; and
(b) the Distributor will not make any representations inconsistent with
the Registration Statement of the Corporation filed under the Securities Act, as
from time to time amended and in effect.
6. Allocation of Expenses.
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(a) The Funds, either directly or through their investment adviser or
investment advisers, will be responsible for, and shall pay their allocable
portions of the expenses of:
(i) providing all necessary services, including fees and
disbursements of counsel, related to the preparation, setting in type,
printing and filing of any registration statement and/or prospectus
required under the Securities Act or the 1940 Act or under state
securities laws covering their shares, and all amendments and
supplements thereto, the mailing of any such prospectus to existing
shareholders, and preparing,
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setting in type, printing and mailing of periodic reports to existing
shareholders;
(ii) the cost of all registration or qualification fees
relating to the Fund's shares, including the fees or expenses of
qualifying the Corporation as a broker or dealer under laws of any
state, if any;
(iii) the cost of preparing temporary and permanent share
certificates for shares, if any; and
(iv) any and all federal and state issue and/or transfer taxes
payable upon the issue by or (in the case of treasury shares) transfer
from a Fund of the shares distributed hereunder.
(b) The Distributor agrees that, after the Corporation's Prospectus and
periodic reports have been set in type, it will bear the expense of printing and
distributing any copies thereof which are to be used in connection with the
offering of shares to prospective investors. The Distributor further agrees
that it will bear the expenses of preparing, printing and distributing any other
literature used by the Distributor or furnished by it for use in connection with
the offering of the shares for sale to the public, and any expenses of
advertising in connection with such offering. The Distributor will also pay fees
and expenses related to its registrations as a broker-dealer and fees for
services rendered by the Corporation's transfer agent on behalf of the
Distributor.
(c) The Funds will be responsible for and shall pay the expenses of
maintaining shareholder accounts and furnishing or causing to be furnished to
each shareholder a statement of his or her account.
7. Distributor Is Independent Contractor. The Distributor shall be an
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independent contractor. The Distributor is responsible for its own conduct, for
the employment, control and conduct of its agents and employees and for injury
to such agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees under
applicable laws and agrees to pay all employer taxes relating thereto.
8. Term and Termination: Amendment.
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(a) Term and Termination. This Agreement shall become effective with
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respect to each Initial Fund as of the later of (i) the date on which a
Registration Statement with respect to its shares becomes effective under the
Securities Act or (ii) the date on which such Initial Fund commences offering
its shares to the public, and, with respect to any additional Fund, on the date
of receipt by the Corporation of notice from the Distributor in accordance with
Section 1(a) hereof that the Distributor is willing to
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serve as Distributor with respect to such Fund. Unless terminated as herein
provided, this Agreement shall remain in full force and effect with respect to
each Initial Fund until the date which is two years after the effective date of
this Agreement with respect to such Initial Fund, and, with respect to each
additional Fund, for twelve months from the date on which such Fund becomes a
Fund hereunder. Subsequent to such initial periods of effectiveness, this
Agreement shall continue in full force and effect, subject to the last sentence
of this Section 8(a), for successive one-year periods with respect to each Fund
so long as such continuance with respect to such Fund is approved at least
annually (a) by either the Directors of the Corporation or by vote of a majority
of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund,
and (b) in either event, by the vote of a majority of the Directors of the
Corporation who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party, or of the Corporation, and who have
no direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval. This Agreement may
be terminated with respect to the Corporation or any Fund at any time, without
payment of any penalty, by a vote of (a) a majority of the Directors who are not
"interested persons" of the Corporation (as defined in the 0000 Xxx)xxx who have
no direct or indirect financial interest in this Agreement or (b) a majority of
the outstanding voting securities of the Corporation or that Fund, or by the
Distributor, as the case may be, in each case on sixty (60) days' prior written
notice to the other party.
(b) Amendment. Any amendment to this Agreement shall become
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effective with respect to a Fund upon approval in writing of the Distributor and
the Corporation (subject in the latter case to approval by a majority of the
Directors and a majority of the Directors who are not "interested persons" of
the Corporation (as defined in the 1940 Act).
(c) Approval, Amendment or Termination by Individual Fund. Any
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approval, amendment or termination of this Agreement with respect to any Fund
shall be effective to continue, amend or terminate this Agreement with respect
to such Fund notwithstanding (i) that such action has not been approved with
respect to any other Fund affected thereby, and (ii) that such action has not
been approved by the shareholders of such Fund, unless such action shall be
required by any applicable law or otherwise.
9. Assignment. This Distribution Agreement may not be assigned by the
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Distributor and shall automatically terminate in the event of an attempted
assignment by the Distributor; provided, however, that the Distributor may
employ or enter into agreements with such other person, persons, corporation or
corporations, as it shall determine in order to assist it in carrying out this
Agreement, including, without limitation, selected dealers as contemplated by
Section 2.
10. Indemnification by Distributor. The Distributor agrees to
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indemnify and hold harmless the Corporation or any other person who has been,
is, or may hereafter be
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an officer, Director, employee or agent of the Corporation against any loss,
damage or expense reasonably incurred by any of them in connection with any
claim or in connection with any action, suit or proceeding to which any of them
may be a party, which arises out of or is alleged to arise out of or is based
upon any violation of any of its representations or covenants herein contained
or any untrue statement or alleged untrue statement of a material fact, or the
omission or alleged omission to state a material fact necessary to make the
statements made not misleading, on the part of the Distributor or any agent or
employee of the Distributor or any other person for whose acts the Distributor
is responsible or is alleged to be responsible (such as any selected dealer or
person through whom sales are made pursuant to an agreement with the
Distributor), whether made orally or in writing, unless such statement or
omission was made in or in reliance upon written information furnished by the
Corporation. The term "expenses" for purposes of this and the next paragraph
includes reasonable attorneys fees and amounts paid in satisfaction of judgments
or in settlements which are made with the Distributor's consent. The foregoing
rights of indemnification shall be in addition to any other rights to which any
of the foregoing indemnified parties may be entitled as a matter of law.
11. Indemnification by Corporation. The Corporation agrees to indemnify
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and hold harmless the Distributor and each person who has been, is, or may
hereafter be an officer, director, employee or agent of the Distributor against
any loss, damage or expense reasonably incurred by any of them in connection
with any claim or in connection with any action, suit or proceeding to which any
of them may be a party, which arises out of or is alleged to arise out of or is
based upon a violation of any of its covenants herein contained or any untrue or
alleged untrue statement of material fact, or the omission or alleged omission
to state a material fact necessary to make the statements made not misleading,in
a Registration Statement or Prospectus of the Corporation, or any amendment or
supplement thereto, unless such statement or omission was made in reliance upon
written information furnished by the Distributor. The foregoing rights of
indemnification shall be in addition to any other rights to which any of the
foregoing indemnified parties may be entitled as a matter of law. Nothing
contained herein shall relieve the Distributor of any liability to the
Corporation or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or reckless disregard of its obligations and duties
hereunder.
12. Non-Exclusive Agreement. The services of the Distributor to the
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Corporation hereunder shall not be deemed to be exclusive, and the Distributor
shall be free (a) render similar services to, and act as underwriter or
distributor in connection with the distribution of shares of, other investment
companies, and (b) engage in any other businesses and activities from time to
time.
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13. Governing Law; Counterparts. This Agreement shall be construed in
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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.
14. Prior Agreements Superseded; Construction. This Agreement supersedes
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any prior agreement relating to the subject matter hereof between the parties
hereto. Where the context of this Agreement so permits, each of the masculine,
feminine and neuter genders shall be deemed to denote the other two genders, the
singular to denote the plural and the plural to denote the singular. Without
limiting the generality of the foregoing, all references to the Corporation's
Prospectus shall include all Prospectuses thereunder.
15. Notices. Notices under this Agreement shall be in writing and shall
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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. Until further notice to the Corporation, the address of the
Distributor shall be:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000.
and the address of the Corporation shall be:
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
16. Limitation of Liability. The Articles of Incorporation of the
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Corporation provide, and it is expressly agreed, that generally the assets
belonging to any class of stock shall be charged with the liabilities in respect
of such class and with the allocable portion of the overall liabilities of the
Corporation.
IN WITNESS WHEREOF, this Agreement has been executed for the
Distributor and the Corporation by their duly authorized officers, as of the
date first set forth above.
METLIFE - STATE STREET INVESTMENT SERVICES, INC.
By: /s/ Xxxxxx Xxxxxx
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Attest:
/s/ Xxxxxxx X. Xxxxx
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Asst. Clerk
METLIFE PORTFOLIOS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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President
Attest: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Secretary
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