TRANSFER AGENCY AGREEMENT
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AGREEMENT made as of this [ ] day of 2003 by and between METROPOLITAN
SERIES FUND II, a Massachusetts business trust having its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter called the
"Trust") and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation having
its principal place of business at One Madison Avenue, New York, New York
(hereinafter called "MLIC").
WITNESSETH THAT:
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WHEREAS, the Trust is authorized to issue shares of beneficial interest, no
par value, in separate series, with each such series representing an interest in
a separate portfolio of securities and other assets; and
WHEREAS, the Trust intends to offer shares of the ▇▇▇▇▇▇ Brothers Aggregate
Bond Index Portfolio II and the MetLife Stock Index Portfolio II (such series,
together with all other series subsequently established by the Trust and made
subject to this Agreement in accordance with paragraph 18, being hereinafter
referred to as the "Portfolios");
MLIC is hereby appointed Transfer Agent for the shares of the Trust and
Dividend Disbursing Agent for the Trust; and, in consideration of the Trust's
making its shares available for investment in connection with certain eligible
tax exempt benefit plans (the "Qualified Plans") and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, but
for no other fee or reimbursement which is not specifically set forth herein,
MLIC accepts said appointment, subject to the following terms and conditions:
DOCUMENTS
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1. In connection with the appointment of MLIC as Transfer Agent, the
Trust shall furnish MLIC with such certificates, documents or opinions which
MLIC may, in its discretion, reasonably deem necessary or appropriate in the
proper performance of its duties.
AUTHORIZED SHARES
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2. The Trust certifies to MLIC that as of the close of business on the
date of this Agreement, it has authorized an unlimited number of shares of its
beneficial interest of each of the ▇▇▇▇▇▇ Brothers Aggregate Bond Index
Portfolio II and the MetLife Stock Index Portfolio II.
MLIC TO ISSUE AND REGISTER SHARES
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3. MLIC shall record the issuance of shares of beneficial interest upon
receipt of orders therefor from Qualified Plans or by trustees on behalf of the
Qualified Plans.
If MLIC, as Transfer Agent, receives any check or funds for the purchase of
shares of beneficial interest, such check or funds shall promptly be forwarded
to the Custodian for the account of the relevant Portfolio.
MLIC shall compute the number of shares issuable in the case of an order
for a dollar amount of shares (or the purchase price in the case of an order for
specific number of shares) at the net asset value per share for the Portfolio,
as described in the Trust's then-current prospectus, unless the Trust's Board of
Trustees should otherwise direct.
Except as specifically agreed in writing between MLIC and the Trust, MLIC
shall have no obligation when crediting shares to take cognizance of any other
laws relating to the sale of such shares.
NOTICE OF DISTRIBUTION
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4. The Trust shall promptly inform MLIC of the declaration of any
dividend or distribution on account of shares of a Portfolio, including the
amount per share, record date and date payable.
DISTRIBUTIONS
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5. MLIC shall act as Dividend Disbursing Agent for the Trust, and, as
such, in accordance with the provisions of the Trust's Agreement and Declaration
of Trust and then-current prospectus, shall distribute or credit income and
capital gain payments to shareholders. The Trust will notify MLIC of the
estimated amount required to pay the portion of the distribution or dividend
payable in cash. The Trust will cause the Custodian to make available to MLIC
sufficient funds out of the assets of that Portfolio for any such payment to be
paid out in cash. MLIC shall process the reinvestment of distributions on each
Portfolio at the net asset value per share for that Portfolio next computed
after the payment, in accordance with the then-current prospectus of the Trust.
MLIC shall notify the Trust and the Custodian as to the number, Portfolio,
dollar amount and date of issue of shares issued by reinvestment of each
distribution.
REDEMPTIONS
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6. MLIC shall process each order for the redemption of shares accepted by
MLIC from any shareholder at the net asset value per share for that Portfolio,
as described in the Trust's then-current prospectus, unless the Trust's Board of
Trustees should otherwise direct. Where redemption of a dollar amount is
requested, MLIC shall calculate the number of shares to be redeemed so as to
provide the shareholder with the dollar value identified in the order, and where
a stated number of shares is to be redeemed, MLIC shall calculate the dollar
amount of the redemption, and in each case shall direct the Custodian to make
the required amount of funds available to the shareholder out of the assets of
that Portfolio. The Trust shall cause the Custodian to make such funds available
not more than 7 days after receipt of the redemption request.
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PROCESSING TRANSACTIONS
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7. In issuing shares pursuant to Paragraph 3 of this Agreement and
processing redemptions and repurchases pursuant to ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ shall
maintain a record of the time when a proper and complete order for each such
transaction was received by it, and the Trust may rely on MLIC's so doing.
Procedures and standards for effecting and accepting purchase, redemption and
repurchase orders from shareholders by telephone may be established by mutual
agreement between MLIC and the Trust.
MLIC shall deliver to Trust shareholders all transaction confirmations
required by law, and the Trust may rely on MLIC's so doing.
In calculating the number of shares to be issued on purchase or
reinvestment, or redeemed or repurchased, or the amount of the purchase payment
or redemption or repurchase proceeds owed, MLIC shall use the net asset value
per share computed by the Custodian or such other person as may be designated by
the Trust's Board of Trustees.
The authority of MLIC to process purchases, reinvestments, redemptions and
repurchases shall be suspended upon receipt of notification by it of the
suspension of the determination of the Trust's net asset value.
TAX RETURNS
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8. MLIC shall prepare, file (or cause to be prepared and filed) with the
Internal Revenue Service and with the appropriate state agencies, if required,
mail to shareholders such returns for reporting dividends and distributions paid
as are required to be so filed and mailed, and shall withhold such sums, if any,
as are required to be withheld under applicable federal and state income tax
laws, rules and regulations.
BOOKS AND RECORDS
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9. MLIC shall maintain records showing for each shareholder's account the
following:
A. Names, addresses and tax identifying numbers;
B. Number of shares of each Portfolio held;
C. Historical information with respect to each Portfolio regarding
the account of each shareholder, including dividends paid and
date and price for all transactions;
D. Any stop or restraining order placed against the account;
E. Information with respect to dividend reinvestment or withholdings
on dividends;
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F. Correspondence relating to the current maintenance of the
account;
G. Any information required in order for MLIC to perform the
calculations contemplated or required by this Agreement;
H. Such other records as the Trust may from time to time reasonably
request.
Any such records required to be maintained by Rule 31a-1 of the General
Rules and Regulations under the Investment Company Act of 1940 shall be
preserved for the periods, and on the media, prescribed in Rule 31a-2 of said
rules as specifically noted below. Such record retention shall be at the expense
of MLIC and records may be inspected by the Trust or its designees at reasonable
times, and, upon reasonable request of the Trust, copies of records shall be
provided at MLIC's expense to the Trust or its designees. MLIC may, at its
option at any time, and shall, forthwith upon the Trust's demand, turn over to
the Trust and cease to retain in MLIC's files, records and documents created and
maintained by MLIC pursuant to this Agreement which are no longer needed by MLIC
in performance of its services or for its protection. If not so turned over to
the Trust, such records and documents will be retained by MLIC for six years
from the year of creation, during the first two of which such documents will be
in readily accessible form. At the end of the six year period, such records and
documents will either be turned over to the Trust, or destroyed in accordance
with MLIC's record retention policies unless the Trust directs otherwise.
Such records are deemed to be the property of the Trust, and, upon
termination of this Agreement, any such records remaining in MLIC's possession
shall be delivered to the Trust or its designee.
INFORMATION TO BE FURNISHED
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10. MLIC shall furnish to the Trust such other information, including
shareholder lists and statistical information, as needed to implement the
provisions of this Agreement and as may be agreed upon from time to time.
The Trust shall furnish to MLIC such instructions and other information as
are needed to implement the provisions of this Agreement and as may be agreed
upon from time to time.
CORRESPONDENCE
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11. MLIC shall answer correspondence from shareholders of record relating
to their share accounts and such other correspondence as may from time to time
be mutually agreed upon.
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COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
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12. As between the Trust and MLIC in its capacity as Transfer Agent, the
Trust assumes full responsibility for the preparation, contents and distribution
of each prospectus of the Trust and for complying with all applicable
requirements of the Securities Act of 1933, as amended, the Investment Company
Act of 1940, as amended, and any laws, rules and regulations of governmental
authorities having jurisdiction over the Trust, except as may be specifically
provided herein.
FORCE MAJEURE
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13. MLIC shall not be liable for loss of data occurring by reason of
circumstances beyond its control, including but not limited to acts of civil or
military authority, national emergencies, fire, flood or catastrophe, acts of
God, insurrection, war, riots or failure of transportation, communication or
power supply. MLIC shall use its best efforts to minimize the likelihood of such
damage, loss of data, delays or errors resulting from uncontrollable events, and
if such damage, loss of data, delays or errors occur, MLIC shall use its best
efforts to mitigate the effects of such occurrence.
STANDARD OF CARE AND INDEMNIFICATION
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14. MLIC shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to ensure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors; provided that MLIC shall indemnify and
hold the Trust harmless from all damages and costs, including reasonable
attorneys' fees, incurred by the Trust as a result of MLIC's negligence, bad
faith or willful misconduct, or that of its officers, agents and employees, in
the performance of this Agreement.
15. The Trust shall indemnify and hold MLIC harmless from all loss, cost,
damage and expense, including reasonable expenses for counsel, incurred by it
resulting from any claim, demand, action or suit in connection with the
performance of its duties hereunder, or the functions of Transfer and Dividend
Disbursing Agent or as a result of acting upon any instruction reasonably
believed by it to have been properly executed by a duly authorized officer of
the Trust, or upon any information, data, records or documents provided MLIC or
its agents by computer tape, telex, CRT data entry or other similar means
authorized by the Trust, provided that this indemnification shall not apply to
actions or omissions of MLIC in cases of its own willful misconduct or
negligence or that of its officers, agents and employees.
In order that the indemnification provision contained in this paragraph 15
or that in paragraph 14 shall apply, however, it is understood that if in any
case the one party (the "Indemnitor") may be asked to indemnify or save the
other party (the Indemnitee") harmless, the Indemnitor shall be fully and
promptly advised of all pertinent facts concerning the matters in question, and
it is further understood that the Indemnitee will use all reasonable care to
identify and notify the Indemnitor promptly concerning any situation which
presents or appears likely to
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present the probability of such a claim for indemnification against the
Indemnitor. The Indemnitor shall have the option to defend the Indemnitee
against any claim which may be the subject of this indemnification, and in the
event that the Indemnitor so elects, it will so notify the Indemnitee, and
thereupon the Indemnitor shall take over complete defense of the claim, and the
Indemnitee shall in such situations seek or be entitled to indemnification under
this paragraph. The Indemnitee shall in no case confess any claim or make any
compromise in any case in which the Indemnitor will be asked to indemnify the
Indemnitee except with the Indemnitor's prior written consent.
FURTHER ACTIONS
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16. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
ASSIGNMENT
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17. MLIC may not assign this Agreement or delegate any of its
responsibilities hereunder without the Trust's express written consent.
AMENDMENT AND TERMINATION
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18. This Agreement may be modified or amended from time to time by written
agreement between the parties hereto. This Agreement may be terminated at any
time by not less than one hundred twenty (120) days' written notice given by one
party to the other.
FEES
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19. There shall be no fees paid under this Agreement.
EXECUTED under seal as of the day and year first above written:
METROPOLITAN SERIES FUND II
By:
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Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
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Name:
Title:
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A copy of the Agreement and Declaration of Trust establishing Metropolitan
Series Fund II is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trust by officers of the Trust as officers and not individually
and that obligations of or arising out of this Agreement are not binding upon
any of the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Trust.
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