EXHIBIT 8A
CUSTODIAN CONTRACT
Between
METLIFE PORTFOLIOS, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
-----------------
Page
----
1. Employment of Custodian and Property to be Held By
It........................................................................1
2. Duties of the Custodian with Respect to Property
of the Corporation Held by the Custodian in the
United States.............................................................3
2.1 Holding Securities.................................................3
2.2 Delivery of Securities.............................................3
2.3 Registration of Securities.........................................9
2.4 Bank Accounts......................................................9
2.5 Availability of Federal Funds.....................................10
2.6 Collection of Income..............................................11
2.7 Payment of Corporation's Monies...................................12
2.8 Liability for Payment in Advance of
Receipt of Securities Purchased...................................15
2.9 Appointment of Agents.............................................15
2.10 Deposit of Corporation's Assets in Securities
System............................................................15
2.10A Corporation Assets Held in the Custodian's
Direct Paper System...............................................19
2.11 Segregated Account................................................20
2.12 Ownership Certificates for Tax Purposes...........................22
2.13 Proxies...........................................................22
2.14 Communications Relating to Fund
Securities........................................................22
3. Duties of the Custodian with Respect to Property of
the Corporation Held Outside of the United
States...................................................................23
3.1 Appointment of Foreign Sub-Custodians.............................23
3.2 Assets to be Held.................................................24
3.3 Foreign Securities Depositories...................................24
3.4 Segregation of Securities.........................................24
3.5 Agreements with Foreign Banking Institutions......................25
3.6 Access of Independent Accountants of the
Corporation.......................................................26
3.7 Reports by Custodian..............................................26
3.8 Transactions in Foreign Custody and Bank
Accounts..........................................................26
3.9 Liability of Foreign Sub-Custodians...............................27
3.10 Liability of Custodian............................................28
3.11 Reimbursement for Advances........................................29
3.12 Monitoring Responsibilities.......................................30
3.13 Branches of U.S. Banks............................................31
3.14 Tax Law...........................................................31
4. Payments for Sales or Repurchase or Redemptions
of Shares of the Corporation.............................................32
5. Proper Instructions......................................................33
6. Actions Permitted Without Express Authority..............................34
7. Evidence of Authority....................................................35
8. Duties of Custodian With Respect to the Books of Account and Calculation
of Net Asset Value and Net Income........................................35
9. Records..................................................................36
10. Opinion of Corporation's Independent
Accountants..............................................................37
11. Reports to Corporation by Independent Public
Accountants..............................................................38
12. Compensation of Custodian................................................38
13. Responsibility of Custodian..............................................39
14. Effective Period, Termination and Amendment..............................41
15. Successor Custodian......................................................43
16. Interpretive and Additional Provisions...................................44
17. Additional Funds.........................................................45
18. Massachusetts Law to Apply...............................................45
19. Prior Contracts..........................................................45
CUSTODIAN CONTRACT
------------------
This Contract between MetLife Portfolios, Inc., a corporation organized
and existing under the laws of Maryland, having its principal place of business
at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 hereinafter called the
"Corporation", and State Street Bank and Trust Company, a Massachusetts trust
company, having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, 00000, hereinafter called the "Custodian",
WITNESSETH:
WHEREAS, the Corporation is authorized to issue shares in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Corporation intends to initially offer shares in two
series, the MetLife International Equity Fund and MetLife International Fixed
Income Fund (such series together with all other series subsequently established
by the Corporation and made subject to this Contract in accordance with
paragraph 17, being herein referred to as the "Fund(s)");
NOW THEREFOR, in consideration of the mutual convenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
-----------------------------------------------------
The Corporation hereby employs the Custodian as the custodian of the
assets of the Funds of the Corporation, including securities which the
Corporation, on behalf of the
applicable Fund desires to be held in places within the United States ("domestic
securities") and securities it desires to be held outside the United States
("foreign securities") pursuant to the provisions of the Corporation's Articles
of Incorporation. The Corporation on behalf of the Fund(s) agrees to deliver to
the Custodian all securities and cash of the Funds, and all payments of income,
payments of principal or capital distributions received by it with respect to
all securities owned by the Fund(s) from time to time, and the cash
consideration received by it for such new or treasury shares of capital stock of
the Corporation representing interests in the Funds, ("Shares") as may be issued
or sold from time to time and to specify the Fund to which such securities,
cash, payments, distributions and cash considerations are allocable. The
Custodian shall segregate, keep, and maintain the assets of each Fund separate
and apart from the assets of any other Fund or person. The Custodian shall not
be responsible for any property of a Fund held or received by the Fund and not
delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article 5),
the Custodian shall on behalf of the applicable Fund(s) from time to time employ
one or more sub-custodians which are themselves qualified under the Investment
Company Act of 1940, as amended, to act as custodians, as a sub-custodian,
located in the United States but only in accordance with an applicable
resolution by the Board of Directors of the Corporation on behalf of the
applicable Fund(s), and provided that the Custodian shall have no more or less
responsibility or
-2-
liability to the Corporation on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian may employ as sub-custodian for the Corporation's foreign securities
on behalf of the applicable Fund(s) the foreign banking institutions and foreign
securities despositories designated in Schedule A hereto but only in accordance
with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Corporation Held
------------------------------------------------------------------------
by the Custodian in the United States
-------------------------------------
2.1 Holding Securities. The Custodian shall hold and physically segregate
------------------
for the account of each Fund all non-cash property, to be held by it in
the United States including all domestic securities owned by the
Corporation and allocable to such Fund, other than (a) securities which
are maintained pursuant to Section 2.10 in a clearing agency which acts
as a securities depository or in a book-entry system authorized by the
U.S. Department of the Treasury, collectively referred to herein as
"Securities System" and (b) commercial paper of an issuer for which
State Street Bank and Trust Company acts as issuing and paying agent
("Direct Paper") which is deposited and/or maintained in the Direct
Paper System of the Custodian pursuant to Section 2.10A.
2.2 Delivery of Securities. The Custodian shall release and deliver domestic
----------------------
securities of a Fund owned by the Corporation held by the Custodian or
in a Securities System account of the Custodian or in the Custodian's
-3-
Direct Paper book entry system account ("Direct Paper System Account")
only upon receipt of Proper Instructions from the Corporation on behalf
of the applicable Fund, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into
by the Fund;
3) In the case of a sale effected through a Securities System,
in accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Fund;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee or nominees
of the Custodian or into the name or nominee name of
-4-
any agent appointed pursuant to Section 2.9 or into name or
nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same
aggregate face amount or number of units; provided that, in
--------
any such case, the new securities are to be delivered to the
Custodian;
7) Upon the sale of such securities for the account of the
Fund, to the broker selling the securities for such Fund or
its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in
any such case, the Custodian shall have no responsibility or
liability for any loss arising from the delivery of such
securities prior to receiving payment for such securities
except as may arise from the Custodian's own negligence or
willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities,
-5-
or pursuant to any deposit agreement; provided that, in any
such case, the new securities and cash, if any, are to be
delivered to the Custodian;
9) In the case of the warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim
receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by such Fund, but only against receipt of adequate
--- ----
collateral as agreed upon from time to time by the Custodian
and the Corporation on behalf of the Fund, which may be in
the form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that
in connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for the
delivery of securities owned by the Fund prior to the
receipt of such collateral;
-6-
11) For delivery as security in connection with any borrowings
by the Corporation on behalf of the Fund requiring a pledge
of assets by the Corporation on behalf of the Fund, but only
--- ----
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Corporation on behalf a Fund, the
Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a
member of The National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by a Fund of the Corporation;
13) For delivery in accordance with the provisions of any
agreement among the Corporation on behalf of a Fund, the
Custodian, and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading Commission
and/or any Contract Market, or any similar
-7-
organization or organizations, regarding account deposits in
connection with transactions by a Fund of the Corporation;
14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Corporation, for delivery to such
Transfer Agent or to the holders of Shares of such Fund in
connection with distributions in kind, as may be described
from time to time in the currently effective prospectus and
statement of additional information of the Corporation,
related to such Fund ("Prospectus"), in satisfaction of
requests by holders of Shares for repurchase or redemption;
and
15) For any other proper corporate purpose, but only upon
--- ----
receipt of, in addition to Proper Instructions from the
Corporation on behalf of the applicable Fund, a certified
copy of a resolution of the Board of Directors or of the
Executive Committee signed by an officer of the Corporation
and certified by the Secretary or an Assistant Secretary,
specifying the securities of the Fund to be delivered,
setting forth the purpose for which such delivery is to be
made, declaring such purpose to be a proper corporate
-8-
purpose, and naming the person or persons to whom delivery
of such securities shall be made.
2.3 Registration of Securities. Domestic securities held by the Custodian
--------------------------
(other than bearer securities) shall be registered in the name of the
Corporation or in the name of any nominee of the Corporation on behalf
of a Fund or of any nominee of the Custodian which nominee shall be
assigned exclusively to the Corporation, unless the Corporation has
------
authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment
adviser as the Corporation, or in the name or nominee name of any agent
appointed pursuant to Section 2.9 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted
by the Custodian on behalf of a Fund under the terms of this Contract
shall be in "street name" or other good delivery form. If, however, the
Corporation directs the Custodian to maintain securities in "street
name", the Custodian shall utilize its best efforts only to timely
collect income due the Corporation on such securities and to notify the
Corporation on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
-------------
account or accounts in the United States in
-9-
the name of each Fund of the Corporation, subject only to draft or order
by the Custodian acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of such Fund,
other than cash maintained by such Fund in a bank account established
and used in accordance with Rule 17f-3 under the Investment Company Act
of 1940. Funds held by the Custodian for a Fund may be deposited by it
to its credit as Custodian in the Banking Department of the Custodian
or, if and when authorized by Proper Instructions, the Custodian may
open and operate an additional account(s) in such other banks or trust
companies as may be designated by the Corporation in such Instructions;
provided, however, that any such account(s) shall be in the name of the
--------
Custodian for the account of the applicable Fund and subject only to the
Custodian's draft or order. The Custodian's duty of care in respect of
cash held hereunder shall be the same as Custodian's duty of care for
securities held pursuant to this Contract.
2.5 Availability of Federal Funds. Upon mutual agreement between the
-----------------------------
Corporation on behalf of each applicable Fund and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions from the
Corporation on behalf of a Fund, make federal funds available to such
Fund as of specified times agreed upon from time to time by the
Corporation and the Custodian in the amount of checks
-10-
received in payment for Shares of such Fund which are deposited into
such Fund's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
--------------------
Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder or held in
a Securities System to which each Fund shall be entitled either by law
or pursuant to custom in the securities business, and shall collect on a
timely basis all income and other payments with respect to bearer
domestic securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and shall
credit such income, as collected, to such Fund's custodian account.
Without limiting the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items
requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder. Income due each Fund on
securities loaned pursuant to the provisions of Section 2.2 (10) shall
be the responsibility of the Corporation. The Custodian will have no
duty or responsibility in connection therewith, other than to provide
the Corporation with such information or data as may be necessary to
assist the Corporation in arranging for the timely delivery to the
Custodian of the income to which the Fund is properly entitled.
-11-
2.7 Payment of Corporation's Monies. Upon receipt of Proper Instructions
-------------------------------
from the Corporation on behalf of the applicable Fund, which may be
continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out monies of a Fund in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
such Fund but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian
(or any bank, banking firm or trust company doing business
in the United States or abroad which is qualified under the
Investment Company Act of 1940, as amended, to act as a
custodian and has been designated by the Custodian as its
agent for this purpose) registered in the name of the
Corporation or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set
forth in Section 2.10 hereof; (c) in the case of a purchase
involving the Direct Paper System,
-12-
in accordance with the conditions set forth in Section
2.10A; (d) in the case of repurchase agreements entered into
between the Corporation on behalf of a Fund and the
Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities
either in certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt
evidencing purchase by such Fund of securities owned by the
Custodian along with written evidence of the agreement by
the Custodian to repurchase such securities from such Fund
or (e) for transfer to a time deposit account of the
Corporation in any bank, whether domestic or foreign; such
transfer may be effected prior to receipt of a confirmation
from a broker and/or the applicable bank pursuant to Proper
Instructions from the Corporation as defined in Article 5;
2) In connection with conversion, exchange or surrender of
securities owned by such Fund as set forth in Section 2.2
hereof;
-13-
3) For the redemption or repurchase of Shares issued by the
Corporation as set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by such
Fund, including but not limited to the following payments
for the account of such Fund: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses allocable to such Corporation whether or not such
expenses are to be in whole or part capitalized or treated
as deferred expenses;
5) For the payment of any dividends on Shares of such Fund
declared pursuant to the governing documents of the
Corporation;
6) For any other proper purpose, but only upon receipt of, in
--- ----
addition to Proper Instructions from the Corporation on
behalf of a Fund, a certified copy of a resolution of the
Board of Directors or of the Executive Committee of the
Corporation signed by an officer of the Corporation and
certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the person of
persons to whom such payment is to be made.
-14-
2.8 Liability for Payment in Advance of Receipt of Securities Purchased.
-------------------------------------------------------------------
Except as specifically stated otherwise in this Contract, in any and
every case where payment for purchase of domestic securities for the
account of a Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions
from the Corporation on behalf of such Fund to so pay in advance, the
Custodian shall be absolutely liable to the Corporation for such
securities to the same extent as if the securities had been received by
the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times in its
---------------------
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent to carry out such
of the provisions of this Article 2 as the Custodian may from time to
time direct; provided, however, that the appointment of any agent shall
--------
not relieve the Custodian of its responsibilities or liabilities
hereunder. The Custodian shall use reasonable efforts to provide the
Corporation with timely notice in the event of the appointment of any
such agent.
2.10 Deposit of the Corporation's Assets in Securities Systems. The Custodian
---------------------------------------------------------
may deposit and/or maintain securities belonging to a Fund in a clearing
agency registered with the Securities and Exchange Commission
-15-
under Section 17A of the Exchange Act, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "Securities Systems" in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities belonging to a Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian in
the Securities System which shall not include any assets of
the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
2) The records of the Custodian with respect to securities of a
Fund which are maintained in a Securities System shall
identify by book-entry those securities belonging to that
Fund;
3) The Custodian shall pay for securities purchased for the
account of a Fund upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect
-16-
such payment and transfer for the account of the Fund. The
Custodian shall transfer securities sold for the account of
the Fund upon (i) receipt of advice from the Securities
System that payment for such securities has been transferred
to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all advices
from the Securities System of transfers of securities for
the account of a Fund shall identify the Fund, be maintained
for the Fund by the Custodian and be provided to the
Corporation at its request. Upon request, the Custodian
shall furnish the Corporation on behalf of the Fund
confirmation of each transfer to or from the account of the
Fund in the form of a written advice or notice and shall
furnish to the Corporation on behalf of the Fund copies of
daily transaction sheets reflecting each day's transactions
in the Securities System for the account of the Fund.
4) The Custodian shall provide the Corporation with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures
-17-
for safeguarding securities deposited in the Securities
System;
5) The Custodian shall have received from the Corporation the
initial or annual certificate, as the case may be, required
by Article 14 hereof;
6) Anything to the contrary in this Contract notwithstanding,
the Custodian shall be liable to the Corporation for the
benefit of any Fund for any loss or damage to the Fund
resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or
any of its agents or of any of its or their employees or
from failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the
Securities System; at the election of the Corporation, it
shall be entitled to (i) be subrogated to the rights of the
Custodian or (ii) have an assignment of the rights of the
Custodian with respect to any claim against the Securities
System or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent
that the Corporation has not been made whole for any such
loss or damage.
-18-
2.10A Corporation Assets Held in the Custodian's Direct Paper System
--------------------------------------------------------------
The Custodian may deposit and/or maintain securities owned by the
Corporation in the Direct Paper System of the Custodian subject to the
following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper
Instructions;
2) The Custodian may keep securities of the Corporation in the
Direct Paper System only if such securities are represented
in an account ("Account") of the Custodian in the Direct
Paper System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian
or otherwise for customers;
3) The records of the Custodian with respect to securities of
the Corporation which are maintained in the Direct Paper
System shall identify by book-entry those securities
belonging to the applicable Fund;
4) The Custodian shall pay for securities purchased for the
account of the Corporation upon the making of an entry on
the records of the Custodian to reflect such payment and
transfer of securities to the account of a Fund. The
Custodian shall transfer
-19-
securities sold for the account of a Fund upon the making of
an entry on the records of the Custodian to reflect such
transfer and receipt of payment for the account of a Fund;
5) The Custodian shall furnish the Corporation confirmation of
each transfer to or from the account of a Fund, in the form
of a written advice or notice, of Direct Paper on the next
business day following such transfer and shall furnish to
the Corporation on behalf of the Fund copies of daily
transaction sheets reflecting each day's transactions in the
Securities System for the account of a Fund;
6) The Custodian shall provide the Corporation with any report
on its system of internal accounting control as the
Corporation may reasonably request from time to time.
2.11 Segregated Account. The Custodian shall upon receipt of Proper
------------------
Instructions from the Corporation on behalf of each applicable Fund
establish and maintain a segregated account or accounts for and on
behalf of the Fund, into which account or accounts may be transferred
cash and/or securities, including securities maintained in an account by
the Custodian pursuant to Section 2.10 hereof, (i) in accordance with
the provisions of any agreement among the Corporation on behalf of its
Funds, the Custodian and a broker-dealer registered under the Exchange
Act and a
-20-
member of the NASD (or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance with the rules of
The Options Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Corporation, (ii) for purposes of segregating cash
or other liquid assets in connection with options purchased, sold or
written by the Corporation or commodity futures contracts or options
thereon purchased or sold by the Corporation, (iii) for the purposes of
compliance by the Corporation with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release or releases of
the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, but, only, in the case of clause (iv),
--- ----
upon receipt of, in addition to Proper Instructions, a certified copy of
a resolution of the Board of Directors or of the Executive Committee
signed by an officer of the Corporation and certified by the Secretary
or an Assistant Secretary, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper corporate
purposes.
-21-
2.12 Ownership Certificates for Tax Purposes. The Custodian shall execute
---------------------------------------
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Fund held by it and
in connection with transfers of securities.
2.13 Proxies. The Custodian shall, with respect to the domestic securities
-------
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Corporation or a nominee of the Corporation, all
proxies, without indication of the manner in which such proxies are to
be voted, and shall promptly deliver to the Corporation such proxies,
all proxy soliciting materials and all notices relating to such
securities.
2.14 Communications Relating to Fund Securities
------------------------------------------
Subject to the provisions of Section 2.3, the Custodian shall transmit
promptly to the Corporation for each Fund all written information
(including, without limitation, pendency of calls and maturities of
domestic securities and expirations of rights in connection therewith
and notices of exercise of call and put options written by the
Corporation on behalf of the Funds and the maturity of futures contracts
purchased or sold by the Funds) received by the Custodian from issuers
of the securities being held for the Corporation. With respect to tender
or exchange offers, the Custodian shall transmit promptly
-22-
to the Corporation all written information received by the Custodian
from issuers of the securities whose tender or exchange is sought and
from the party (or his or her agents) making the tender or exchange
offer. If the Corporation desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the
Corporation shall notify the Custodian at lease three business days
prior to the date on which the Custodian is to take such action.
3. Duties of the Custodian with Respect to Property of the Corporation Held
------------------------------------------------------------------------
Outside of the United States
----------------------------
3.1 Appointment of Foreign Sub-Custodians
-------------------------------------
The Fund hereby authorizes and instructs the Custodian to employ as sub-
custodians for the Corporation's securities and other assets maintained
outside the United States the foreign banking institutions and foreign
securities depositories designated on Schedule A hereto ("foreign sub-
custodians"). Upon receipt of "Proper Instructions", as defined in
Section 5 of this Contract, together with a certified resolution of the
Corporation's Board of Directors, the Custodian and the Corporation may
agree to amend Schedule A hereto from time to time to designate
additional foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of Proper
Instructions, the Corporation may instruct the Custodian to cease the
employment of any one or more such sub-custodians for maintaining
custody of the Fund's assets.
-23-
3.2 Assets to be Held. The Custodian shall limit the securities and other
-----------------
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under
the Investment Company Act of 1940, and (b) cash and cash equivalents in
such amounts as the Custodian or the Corporation may determine to be
reasonably necessary to effect each Fund's foreign securities
transactions.
3.3 Foreign Securities Depositories. Except as may otherwise be agreed upon
-------------------------------
in writing by the Custodian and the Corporation, assets of the
Corporation shall be maintained in foreign securities depositories for
the account of each Fund only through arrangements implemented by the
foreign banking institutions serving as sub-custodians pursuant to the
terms hereof. Where possible, such arrangements shall include entry into
agreements containing the provisions set forth in Section 3.5 hereof.
3.4 Segregation of Securities. The Custodian shall identify on its books as
-------------------------
belonging to each applicable Fund of the Corporation, the foreign
securities and other assets of such Fund held by each foreign sub-
custodian. Each agreement pursuant to which the Custodian employs a
foreign banking institution shall require that such institution
establish a custody account for the Custodian on behalf of each Fund of
the Corporation and physically segregate in that account, securities and
other assets of
-24-
each Fund, and, in the event that such institution deposits the
securities of one or more of the Funds in a foreign securities
depository, that it shall identify on its books as belonging to the
Custodian, as agent for each applicable Fund, the securities so
deposited.
3.5 Agreements with Foreign Banking Institutions. Each agreement with a
--------------------------------------------
foreign banking institution shall be substantially in the form set forth
in Exhibit 1 hereto and shall provide that: (a) the assets of each Fund
will not be subject to any right, charge, security interest, lien or
claim of any kind in favor of the foreign banking institution or its
creditors or agent, except a claim of payment for their safe custody or
administration; (b) beneficial ownership of a Fund's assets will be
freely transferable without the payment of money or value other than for
custody or administration; (c) adequate records will be maintained
identifying the assets as belonging to each applicable Fund; (d)
officers of or auditors employed by, or other representatives of the
Custodian, including to the extent permitted under applicable law the
independent public accountants for the Corporation, will be given access
to the books and records of the foreign banking institution relating to
its actions under its agreement with the Custodian; and (e) assets of
the Funds held by the foreign sub-custodian will be subject only to the
instructions of the Custodian or its agents.
-25-
Access of Independent Accountants of the Corporation.
----------------------------------------------------
Upon request of the Corporation, the Custodian will use its best efforts
to arrange for the independent accountants of the Corporation to be
afforded access to the books and records of any foreign banking
institution employed as a foreign sub-custodian insofar as such books
and records relate to the performance of such foreign banking
institution under its agreement with the Custodian.
3.7 Reports by Custodian. The Custodian will supply to the Corporation from
--------------------
time to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Corporation held by foreign sub-
custodians, including but not limited to an identification of entities
having possession of each Fund's securities and other assets and advices
or notifications of any transfers of securities to or from each
custodial account maintained by a foreign banking institution for the
Custodian on behalf of each applicable Fund indicating, as to securities
acquired for a Fund, the identity of the entity having physical
possession of such securities.
3.8 Transactions in Foreign Custody and Bank Accounts (a) Except as
-------------------------------------------------
otherwise provided in paragraph (b) of this Section 3.8, the provisions
of Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis
------- --------
to the foreign securities and cash of the Corporation held outside the
United States by foreign sub-custodians.
-26-
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Fund and delivery of securities maintained for the account of
each applicable Fund may be effected in accordance with the customary
established securities trading or securities processing practices and
procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such
purchaser or dealer) against a receipt with the expectation of receiving
later payment for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may
be maintained in the name of such entity's nominee to the same extent as
set forth in Section 2.3 of this Contract, and the Corporation agrees to
hold any such nominee harmless from any liability as a holder of record
of such securities.
3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which
-----------------------------------
the Custodian employs a foreign banking institution as a foreign sub-
custodian shall require the institution to exercise reasonable care in
the performance of its duties and to indemnify, and hold harmless, the
Custodian and the Corporation from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
-27-
institution's performance of such obligations. At the election of the
Corporation, it shall be entitled to be subrogated to or have an
assignment of the rights of the Custodian with respect to any claims
against a foreign banking institution as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that the
Corporation has not been made whole for any such loss, damage, cost,
expense, liability or claim.
3.10 Liability of Custodian. The Custodian shall be liable for the acts or
----------------------
omissions of a foreign banking institution to the same extent as set
forth with respect to sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a
U.S. bank as contemplated by paragraph 3.13 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism or any loss where the sub-custodian has
otherwise exercised reasonable care. In all such respects, however, the
Corporation shall have rights of subrogation or assignment as more fully
described in Section 3.9 above. Notwithstanding the foregoing provisions
of this paragraph 3.10, in delegating custody duties to State Street
London Ltd., the Custodian shall not be relieved of any responsibility
to the Corporation
-28-
for any loss due to such delegation, except such loss as may result from
(a) political risk (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other losses
(excluding a bankruptcy or insolvency of State Street London Ltd. not
caused by political risk) due to Acts of God, nuclear incident or other
losses under circumstances where the Custodian and State Street London
Ltd. have exercised reasonable care.
3.11 Reimbursement for Advances. If the Corporation requires the Custodian to
--------------------------
advance cash or securities for any purpose for the benefit of a Fund
including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the applicable Fund shall
be security therefor and should the Corporation fail to repay the
Custodian promptly, the Custodian shall be entitled to utilize available
cash and to dispose of that Fund's assets to the extent necessary to
obtain reimbursement. The Custodian hereby grants to the Corporation,
acting on behalf of a Fund, a right to
-29-
cure prior to exercising Custodian's right to liquidation hereunder. In
this respect, prior to any sale by the Custodian of a Fund's securities
pursuant to this section, the Custodian will notify the Corporation of
the proposed sale. Upon receipt of such notice, the Corporation will
have one business day in which to provide reimbursement to the Custodian
in the amount of the advancement. If by the close of business on such
date the Corporation has failed to remit to the Custodian the amount of
cash necessary for reimbursement, the Custodian shall be authorized to
liquidate such securities as aforesaid.
3.12 Monitoring Responsibilities. The Custodian shall furnish annually to the
---------------------------
Corporation, during the month of June, information concerning the
foreign sub-custodians employed by the Custodian. Such information shall
be similar in kind and scope to that furnished to the Board of Directors
of the Corporation in connection with the initial approval of this
Contract. In addition, the Custodian will promptly inform the
Corporation in the event that the Custodian learns of a material adverse
change in the financial condition of a foreign sub-custodian or any
material loss of the assets of the Corporation or in the case of any
foreign sub-custodian not the subject of an exemptive order from the
Securities and Exchange Commission is notified by such foreign sub-
custodian that there appears to be a substantial
-30-
likelihood that its shareholders' equity will decline below $200 million
(U.S. dollars or the equivalent thereof) or that its shareholders'
equity has declined below $200 million (in each case computed in
accordance with generally accepted U.S. accounting principles).
3.13 Branches of U.S. Banks
----------------------
(a) Except as otherwise set forth in this Contract, the provisions
hereof shall not apply where the custody of a Fund's assets is
maintained in a foreign branch of a banking institution which is a
"bank" as defined by Section 2(a)(5) of the Investment Company Act of
1940 meeting the qualification set forth in Section 26(a) of said Act.
The appointment of any such branch as a sub-custodian shall be governed
by paragraph 1 of this Contract.
(b) Cash held for each Fund in the United Kingdom shall be maintained in
an interest bearing account established for the Corporation with the
Custodian's London branch, which account shall be subject to the
direction of the Custodian, State Street London Ltd. or both.
3.14 Tax Law
-------
The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Corporation or the Custodian
as custodian of the Corporation by the tax law of the United States of
America or any state or political subdivision thereof. It shall be the
responsibility of the Corporation to
-31-
notify the Custodian of the obligations imposed on the Corporation or
the Custodian as custodian of the Corporation by the tax law of
jurisdictions other than those mentioned in the above sentence,
including responsibility for withholding and other taxes, assessments or
other governmental charges, certifications and governmental reporting.
The sole responsibility of the Custodian with regard to such tax law
shall be to use reasonable efforts to assist the Corporation with
respect to any claim for exemption or refund under the tax law of
jurisdictions for which the Corporation has provided such information.
The Custodian shall use reasonable efforts to file appropriate tax forms
at agreed upon withholding rates. In addition, the Custodian shall make
available to the Corporation such information specifically relating to
tax reclaim and other foreign tax law developments generally relating
thereto as the Custodian shall acquire and which it makes available to
clients generally.
4. Payments for Sales or Repurchases or Redemptions of Shares of the
-----------------------------------------------------------------
Corporation
-----------
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent of the Corporation and deposit into the account of the
appropriate Fund such payments as are received for Shares of that Fund issued or
sold from time to time by the Corporation or its Distributor. The Custodian will
provide timely notification to the Corporation and the Transfer Agent of any
receipt by it of payments for Shares of such Fund.
-32-
From such funds as may be available for the purpose but subject to the
limitations of the Corporation's Articles of Incorporation and any applicable
resolution of the Board of Directors of the Corporation pursuant thereto, the
Custodian shall, upon receipt of instructions from the Transfer Agent, make
funds available for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares of a Fund, the Custodian
is authorized upon receipt of instructions from the Transfer Agent to wire funds
to or through a bank designated by the redeeming shareholder(s). In
connection with the redemption or repurchase of Shares of the Corporation, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares, which
checks have been furnished by the Corporation to the holder of Shares, when
presented to the Custodian in accordance with such procedures and controls as
are mutually agreed upon from time to time between the Corporation and the
Custodian.
5. Proper Instructions
-------------------
Proper Instructions as used throughout this Contract means a writing
signed or initialled by one or more person or persons as the Board of Directors
of the Corporation shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have
-33-
been given by a person authorized to give such instructions with respect to the
transaction involved. The Corporation shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Directors of the
Corporation accompanied by a detailed description of procedures approved by the
Board of Directors, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Board of Directors and the Custodian are satisfied that such procedures afford
adequate safeguards for the Corporation's assets. For purposes of this Section,
Proper Instructions shall include instructions received by the Custodian
pursuant to any three - party agreement which requires a segregated asset
account in accordance with Section 2.11.
6. Actions Permitted without Express Authority
-------------------------------------------
The Custodian may in its discretion, without express authority from the
Corporation on behalf of each applicable Fund:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this Contract,
provided that all such payments shall be accounted for to the Corporation on
--------
behalf of a Fund;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Corporation, checks,
drafts and other negotiable instruments; and
-34-
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other dealings
with the securities and property of each Fund except as otherwise directed by
the Board of Directors of the Corporation.
7. Evidence of Authority
---------------------
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to have been properly executed by or on behalf
of the Corporation. The Custodian may receive and accept a certified copy of a
resolution of the board of Directors of the Corporation as conclusive evidence
(a) of the authority of any person to act in accordance with such resolution or
(b) of any determination or of any action by the Board of Directors pursuant to
the Corporation's Articles of Incorporation as described in such resolution, and
such resolution may be considered as in full force and effect until receipt by
the Custodian of written notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account and Calculation
------------------------------------------------------------------------
of Net Asset Value and Net Income
---------------------------------
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Directors of the Corporation to
keep the books of account of the Corporation and/or compute the net asset value
per share of the outstanding shares of each Fund or, if directed in writing to
do so by the Corporation on behalf of a Fund, shall itself keep such
-35-
books of account and/or compute such net asset value per share. If so directed,
the Custodian shall also calculate daily the net income of any Fund as described
in the Corporation's currently effective Prospectus and shall advise the
Corporation and the Transfer Agent daily of the total amounts of such net income
and, if instructed in writing by an officer of the Corporation to do so, shall
advise the Transfer Agent periodically of the division of such net income among
its various components. The calculations of the net asset value per share and
the daily income of each Fund shall be made at the time or times described from
time to time in the Corporation's currently effective prospectus related to such
Fund. The Custodian shall submit to all judicial, regulatory and administrative
bodies having jurisdiction over the services provided pursuant to this Contract,
present or future, any information, reports, or other material which any such
body by reason of this Contract may request or require pursuant to applicable
laws and regulations. The Custodian shall not disclose or use any records it has
prepared by reason of this Contract in any manner except as expressly authorized
herein or directed by the Corporation and shall keep confidential any
information obtained by reason of this Contract.
9. Records
-------
The Custodian shall with respect to each Fund create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Corporation under the Investment
Company Act of 1940, with
-36-
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Corporation and shall at all times
during the regular business hours of the Custodian be open for inspection by
duly authorized officers, employees or agents of the Corporation (including
independent certified public accountants designated by the Corporation, duly
authorized employees and officers of Metropolitan Life Insurance Company
designated by the Corporation) and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at the Corporation's request, supply
the Corporation with a tabulation of securities owned by each Fund and held by
the Custodian and shall, when requested to do so by the Corporation and for such
compensation as shall be agreed upon between the Corporation and the Custodian,
include certificate numbers in such tabulations and, if available, provide other
information needed for completion of reports and records required with respect
to the Corporation under the federal or state securities laws and such other
information as the Corporation may reasonably request.
10. Opinion of Corporation's Independent Accountant
-----------------------------------------------
The Custodian shall take all reasonable action, as the Corporation on
behalf of each applicable Fund may from time to time request, to obtain from
year to year favorable opinions from the Corporation's independent certified
public accountants with respect to its activities hereunder in connection with
the preparation of the Corporation's Form N-1A and any amendments thereto, and
Form N-SAR or other annual reports to the Securities
-37-
and Exchange Commission and with respect to any other requirements of such
Commission.
11. Reports to Corporation by Independent Public Accountants
--------------------------------------------------------
The Custodian shall provide the Corporation, on behalf of each of the
Funds at such times as the Corporation may reasonably require, with reports by
independent certified public accountants on the accounting system, internal
accounting controls and procedures for safeguarding securities, futures
contracts and options on futures contracts, including securities deposited
and/or maintained in a Securities System, relating to the services provided by
the Custodian under this Contract; such reports shall be of sufficient scope and
in sufficient detail, as may reasonably be required by the Corporation to
provide reasonable assurance that any material inadequacies would be disclosed
by such examination, and, if there are no such inadequacies, the reports shall
so state. Such examinations shall be conducted, if applicable, in accordance
with generally accepted auditing standards. The Custodian will provide the
Corporation with a statement of any change in the amount of the Custodian's
bonding.
12. Compensation of Custodian
-------------------------
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Corporation on behalf of each applicable Fund and the Custodian. The Custodian
will not charge the custodied assets or withhold delivery of any such assets, in
part or in full, for the Custodian's compensation or expenses, except in the
event of the termination of the Contract.
-38-
13. Responsibility of Custodian
---------------------------
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity
or genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties.
The Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Contract, but shall be kept indemnified by and shall be
without liability to the Corporation for any action taken or omitted by it in
good faith without negligence. The Custodian shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the Corporation) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States (except as specifically provided in Article 3.10)
and, regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S. bank
as contemplated by paragraph 3.13 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from, or caused
by,
-39-
the direction of or authorization by the Corporation to maintain custody of any
securities or cash of the Corporation in a foreign country including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism.
If the Corporation on behalf of a Fund requires the Custodian to take
any action with respect to securities, which action involves the payment of
money or which action may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Corporation or the Fund being liable
for the payment of money or incurring liability of some other form, the
Corporation on behalf of the Fund, as a prerequisite to requiring the Custodian
to take such action, shall provide indemnity to the Custodian in an amount and
form satisfactory to it.
If the Corporation requires the Custodian, its affiliates, subsidiaries
or agents, to advance cash or securities for any purpose (including but not
limited to securities settlements, foreign exchange contracts and assumed
settlement) for the benefit of a Fund including the purchase or sale of foreign
exchange or of contracts for foreign exchange or in the event that the Custodian
or its nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any property at any time
held for the account of the applicable Fund shall be security therefor and
should the Corporation fail to
-40-
repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Fund's assets to the extent necessary to
obtain reimbursement. The Custodian hereby grants to the Corporation, acting on
behalf of a Fund, a right to cure prior to exercising Custodian's right to
liquidation hereunder. In this respect, prior to any sale by the Custodian of a
Fund's securities pursuant to this section, the Custodian will notify the
Corporation of the proposed sale. Upon receipt of such notice, the Corporation
will have one business day in which to provide reimbursement to the Custodian in
the amount of the advancement. If by the close of business on such date the
Corporation has failed to remit to the Custodian the amount of cash necessary
for reimbursement, the Custodian shall be authorized to liquidate such
securities as aforesaid.
14. Effective Period, Termination and Amendment
-------------------------------------------
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
--------
however that the Custodian shall not with respect to a Fund act under Section
2.10 hereof in the absence of receipt of an initial certificate of the Secretary
or an Assistant Secretary that the Board of Directors of the Corporation has
approved the initial use of a particular
-41-
Securities System by such Fund and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Directors has reviewed the
use by such Fund of such Securities System, as required in each case by Rule
17f-4 under the Investment Company Act of 1940, as amended and that the
Custodian shall not with respect to a Fund act under Section 2.10A hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Directors has approved the initial use of the Direct
Paper System by such Fund and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Directors has reviewed the
use by such Fund of the Direct Paper System; provided further, however, that the
-------- -------
Corporation shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the Corporation's
Articles of Incorporation, and further provided, that the Corporation on behalf
of one or more of the Funds may at any time by action of its Board of Directors
(i) substitute another bank or trust company for the Custodian by giving notice
as described above to the Custodian, or (ii) immediately terminate this Contract
in the event of the appointment of a conservator or receiver for the Custodian
by the Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, the Corporation on behalf of each
applicable Fund shall pay to the Custodian such
-42-
compensation as may be due as of the date of such termination and all likewise
reimburse the Custodian for its costs, expenses and disbursements. Upon
termination of this Contract, the custodian shall promptly return to the
Corporation, or the Corporation's designee, all records relating to the
Custodian's activities and obligations under this Contract required to be
prepared and maintained by the Custodian under this Contract.
15. Successor Custodian
-------------------
If a successor custodian of the Corporation, for one or more of the
Funds of the Corporation, shall be appointed by the Board of Directors of the
Corporation, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities and all funds and other properties of each applicable
Fund then held by it hereunder and shall transfer to an account of the successor
custodian all of the securities of each such Fund held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a resolution of the Board of
Directors of the Corporation, deliver at the office of the Custodian and
transfer such securities, funds and other properties in accordance with such
resolution.
In the event that no written order designating a successor custodian or
certified copy of a resolution of the Board of Directors shall have been
delivered to the Custodian on or before the date when such termination shall
become effective,
-43-
then the Custodian shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the Investment Company Act of 1940, doing
business in Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last published report,
of not less than $25,000,000, all securities, funds and other properties held by
the Custodian on behalf of each applicable Fund and all instruments held by the
Custodian relative thereto and all other property held by it under this Contract
on behalf of each applicable Fund and to transfer to an account of such
successor custodian all of the securities of each such Fund held in any
Securities System. Thereafter, such bank or trust company shall be the successor
of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Corporation to procure the certified copy of the resolution
referred to or of the Board of Directors to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during such
period as the Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
16. Interpretive and Additional Provisions
--------------------------------------
In connection with the operation of this Contract, the Custodian and the
Corporation on behalf of each of the Funds, may from time to time agree on such
provisions interpretive of or in
-44-
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
--------
shall contravene any applicable federal or state regulations or any provision of
the Corporation's Articles of Incorporation of the Corporation. No interpretive
or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
17. Additional Funds
----------------
In the event that the Corporation establishes one or more additional
Funds with respect to which it desires to have the Custodian render services as
custodian under the terms hereof, it shall so notify the Custodian in writing,
and if the Custodian agrees in writing to provide such services, such Fund shall
become a Fund hereunder. The Custodian shall not unreasonably withhold approval
of such new Funds .
18. Massachusetts Law to Apply
--------------------------
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
19. Prior Contracts
---------------
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Corporation on behalf of each of the Funds and the
Custodian relating to the custody of the Corporation's assets.
-45-
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed at in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as of the 31st
day of December, 1991.
ATTEST METLIFE PORTFOLIOS, INC.
_____________________________ By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
By
_____________________________ _________________________________
Assistant Secretary Vice President
-46-
Schedule A
----------
The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Directors of MetLife Portfolios,
Inc. for use as sub-custodians for the Corporation's securities and other
assets:
(Insert banks and securities depositories)
Certified:
_____________________________
Corporation's Authorized Officer
Date:
___________________
-00-
XXXXX XXXXXX XXXX AND TRUST COMPANY
Fee Schedule
METLIFE INTERNATIONAL EQUITY FUND
METLIFE INTERNATIONAL FIXED INCOME FUND
I. Administration
--------------
Custody, Portfolio and Fund Accounting Service - Maintain custody of
----------------------------------------------
fund assets. Settle portfolio purchases and sales. Report buy and sell
fails. Determine and collect portfolio income. Make cash disbursements
and report cash transactions. Monitor corporate actions. Withhold
foreign taxes. File foreign reclaims. Maintain multicurrency investment
ledgers, provide selected portfolio transactions, position and income
reports. Maintain general ledger and capital stock accounts in
compliance with GAAP (FAS52). Prepare daily trial balance. Calculate net
asset value daily. Provide selected general ledger reports.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
Custody, Portfolio
Fund Net Assets and Fund Accounting
--------------- -------------------
First $20 Million 1/ 15 of 1%
Next $80 Million 1/ 30 of 1%
Excess 1/100 of 1%
Minimum Monthly
Charges $3,000
II. Global Custody - Fees are divided into two categories: Trading and
--------------
Holding charges, which are calculated based upon country groups as
classified.
Group I Group II Group III Group IV
------- -------- --------- --------
Austria Australia Denmark Mexico
Canada Belgium Finland Portugal
Euroclear Netherlands France Spain
W. Germany New Zealand Italy Sweden
Hong Kong Norway Malaysia
Japan Singapore Thailand
Switzerland United Kingdom
[LOGO APPEARS HERE]
Transaction Charges
-------------------
Group I Group II Group III Group IV
------- -------- --------- --------
$ 30 $ 45 $ 60 $ 75
Holdings Charges (Basis Points)
Assets Group I Group II Group III Group IV
------ ------- -------- --------- --------
First $ 50 Million 12 15 18 25
Next $ 50 Million 10 13 16 25
Over $100 Million 8 11 14 25
III. Portfolio Trades (Domestic) - For each line item processed
----------------------------------------------------------
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $ 12.00
New York Physical Settlements $ 25.00
Maturity Collections $ 8.00
PTC Purchase, Sale, Deposit or Withdrawal $ 20.00
All other trades $ 16.00
IV. Automated Pricing
-----------------
Base Charge/month $375.00
Quote Charge/month $ 6.00
V. Options
-------
Option charge for each option written or
closing contract, per issue, per broker $ 25.00
Option expiration charge, per issue, per broker $ 15.00
Option exercised charge, per issue, per broker $ 15.00
VI. Interest Rate Futures
---------------------
Transactions -- no security movement $ 8.00
VII. Holdings Charge
---------------
For each issue maintained -- monthly charge $ 5.00
VIII. Principal Reduction Payments
----------------------------
Per paydown $ 10.00
[LOGO APPEARS HERE]
IX. Dividend Charges (For items held at the Request of Traders over record
----------------
date in street form) $50.00
X. Special Services
----------------
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments and
the preparation of special reports will be subject to negotiation. Fees
for automated pricing, yield calculation and other special items will be
negotiated separately.
XI. Phase-in of Fees
----------------
All of the above fees shall not exceed 30 basis points per portfolio on
an annualized basis for the first 12 months of operation.
XII. Out-of-Pocket Expenses
----------------------
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but
are not limited to the following:
Telephone
Wire Charges ($5.25 per wire in and $5.00 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Telex Charge
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
GNMA Transfer - $15 each
PTC Deposit/Withdrawal for same day turnarounds - $50.00
METLIFE INTERNATIONAL EQUITY FUND
METLIFE INTERNATIONAL FIXED
INCOME FUND STATE STREET BANK & TRUST CO.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxx
----------------------------- -------------------------
Title: President Title: Vice President
------------------------- ----------------------
Date: January 16, 1992 Date: January 16, 1992
------------------------- ----------------------
