EXHIBIT 8D
SERVICE AGREEMENT
Agreement made as of January 17, 1992, by MetLife Portfolios, Inc. (the
"Corporation") on behalf of its series, as listed in Appendix I ("Fund" or
"Funds") (as the same may be amended to add or delete one or more investment
companies or series), Metropolitan Life Insurance Company ("MetLife") and
MetLife-State Street Investment Services, Inc. ("MLSSISI");
WHEREAS, MLSSISI is the Investment Manager for the Funds of the Corporation
and as such is obligated to perform certain services for, and to provide certain
facilities and personnel for, the Corporation and its Funds;
WHEREAS, MetLife is willing to furnish certain of these services,
facilities and personnel to the Corporation and the series thereof on behalf of
MLSSISI, upon the terms and subject to the conditions set forth herein;
In consideration of the mutual promises and covenants set forth, the
parties agree as follows:
1. MetLife will perform such services and will provide such facilities and
personnel as MLSSISI may from time to time request in connection with
MLSSISI's obligations under the Investment Management Agreement between the
Corporation and MLSSISI dated January ,1992; provided however, that MetLife
will not perform any services hereunder that could constitute providing
investment advisory services for the Corporation.
2. MLSSISI agrees to compensate MetLife for MetLife's actual costs incurred in
furnishing these services, facilities and personnel.
3. Term. This Agreement may be terminated at any time on not less than sixty
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(60) days written notice given by any party to the others.
4. Duty of Care and Indemnification. MetLife will at all times use reasonable
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care and act in good faith in performing services hereunder. MetLife will not be
liable or responsible for delays or errors owing to circumstances beyond its
control, including, without limitations, acts of civil or military authority,
national or state emergencies, labor difficulties, fire, mechanical breakdown,
flood or catastrophe, acts of God, insurrection, war, riots or failure of
transportation, communication or power supply.
MLSSISI will indemnify MetLife against and hold MetLife harmless from any
and all losses, claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses) in respect of any claim, demand, action or suit not
resulting from MetLife's bad faith or negligence and arising out of, or in
connection with, its performance of services under this Agreement.
MetLife shall also be indemnified and held harmless by MLSSISI against any
loss, claim, damage, liability and expense (including reasonable counsel fees
and expenses) by reason of any act done by it in good faith and in reliance upon
instrument believed by it (a) to be genuine and (b) to be signed, countersigned
or executed by any person or persons authorized to sign, countersign, or execute
such instrument.
5. Miscellaneous. In the event that the Corporation establishes one or more
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new Funds, in addition to the Funds named in Appendix I, which the Corporation
desires to have included in this Agreement, the Corporation shall provide
written notice to MLSSISI and MetLife and if MLSSISI provides written consent to
include such new Fund, such new Fund shall become covered hereunder.
This Agreement may not be assigned by any party without the express written
consent of the other parties.
This Agreement shall be construed in accordance with and governed by the
laws of the State of New York.
IN WITNESS hereto, the parties have executed this Agreement as of the date
first set forth above.
METLIFE PORTFOLIOS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title:
METLIFE - STATE STREET INVESTMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title:
APPENDIX I
MetLife International Equity Fund
MetLife International Fixed Income Fund