EXHIBIT 8C
SHAREHOLDERS' ADMINISTRATIVE SERVICES AGREEMENT
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Agreement made as of January 17, 1992, by MetLife Portfolios, Inc. (the
"Corporation") on behalf of its series, as listed in Appendix I hereto (as the
same may be amended to add or delete one or more investment companies or series)
and MetLife-State Street Investment Services, Inc. ("MLSSISI");
WHEREAS, the Corporation is a registered investment company and desires
that MLSSISI perform certain services for its series and
WHEREAS, MLSSISI is willing to perform such services for the Corporation
and the series thereof, as well as for other investment companies (each
portfolio series thereof called a "Fund") for which MLSSISI acts as investment
adviser and distributor (the "Adviser" or the "Distributor") 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. Shareholders' Administrative Services. MLSSISI shall provide shareholders'
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administrative services for the Corporation, as distinguished from the transfer
agent and dividend disbursing agent services otherwise provided by Citadel
Services Company, Inc. ("CSC"). Shareholders' administrative services shall
include, but not be limited to, responding to telephone, written or other
inquiries or instructions from shareholders, dealers and prospective investors
concerning account balances, available shareholder services, account statements,
transaction confirmations, procedures for purchasing and redeeming shares and
similar matters and services; accepting and monitoring receipts of
wire order trades (including trades processed via the National Securities
Clearing Corporation Fund/Serv system); receiving telephone transaction
instructions and inputting such instructions into the transfer agent's computer
system; operating the MetLife-State Street Service Center and providing the
services for which the center is responsible as described in the Corporation's
then current Prospectus; and performing such other functions as the Corporation
and MLSSISI shall determine from time to time ("Shareholders' Administrative
Services").
2. Reimbursement. The Corporation shall reimburse MLSSISI for its costs in
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providing such Shareholders' Administrative Services. Such costs shall include,
but not be limited to, compensation of personnel, leasehold expenses, computer
and related equipment expenses, telephone charges, telephone equipment expenses,
and expenses for furniture and fixtures. Reimbursement shall be limited as
described herein under "Limitation of Expenses".
3. Limitation of Expenses. The aggregate amount to be paid by the Corporation
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to MLSSISI as reimbursements under this Agreement, paid by the Corporation to
CSC under paragraphs 2 and 19 of the Transfer Agent and Dividend Disbursing
Agent Agreement dated December 31, 1991 between the Corporation and CSC, and
paid by the Corporation pursuant to any subadministration agreements as
described herein under "Subadministration Agreements", shall be no greater (and
may be less) than the sum of the amounts calculated as percentages of the
average daily net assets values of each Fund of the Corporation determined, on
an annual basis, as follows:
% Fund
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.30 International Equity Fund
.30 International Fixed Income Fund
The designated maximum amounts shall be applied first to amounts due to
CSC, then to amounts due under any subadministration agreements, and last to
reimbursements to MLSSISI for Shareholders' Administrative Services. MLSSISI
shall however be liable for all such amounts due in excess of such designated
amounts and shall continue to provide Shareholders' Administrative Services
notwithstanding that all or any portion of its costs are not reimbursed by the
Corporation. All amounts due from the Corporation shall be apportioned by
MLSSISI to each Fund in accordance with methodologies approved from time to time
by the Directors of the Corporation,
4. Terms. This Agreement may be terminated at any time on not less than sixty
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(60) days written notice given by the Corporation to MLSSISI, or six (6) months
written notice by MLSSISI to the Corporation.
5. Duty of Care and Indemnification. MLSSISI will at all times use reasonable
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care and act in good faith in performing Shareholders' Administrative Services
hereunder. MLSSISI shall be responsible for providing quality control over all
information entered on the records of the Corporation's transfer agent. MLSSISI
will not be liable or responsible for delays or errors owing to circumstances
beyond its control, including, without limitation, 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 may rely on certifications and instructions of an officer of the
Corporation as to proceedings or facts in connection with any action taken by
the shareholders or the Directors of the Corporation. MLSSISI may apply to
counsel for the Corporation, at the Corporation's expense, for advice whenever
it deems expedient. With respect to any action taken on the basis of such
certifications or instructions or in accordance with the
advice of counsel for the Corporation, the Corporation will indemnify and hold
harmless MLSSISI from any and all losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses).
The Corporation will indemnify MLSSISI against and hold MLSSISI 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 MLSSISI's bad faith or negligence and arising out of, or
in connection with, its performance of Shareholders' Administrative Services on
behalf of a Fund under this Agreement.
MLSSISI shall also be indemnified and held harmless by the Corporation
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 any 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.
6. Limitation of Liability. A copy of the Articles of Incorporation of the
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Corporation is on file with the Department of Assessments and Taxation of the
State of Maryland, wherein it states that generally the assets belonging to any
class of stock shall be charged with the liabilities in respect of each class
and with the allocable portion of the overall liabilities of the Corporation.
7. Subadministration Agreements. Officers of MLSSISI and the Corporation may
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enter into subadministration agreements with outside parties, for the provision
of subadministration services for certain shareholder accounts, provided that
the fee payable by the Corporation for such subadministration services shall
not exceed the cost that would
otherwise be incurred hereunder and under the said Transfer Agent and Dividend
Disbursing Agent Agreement between the Corporation and CSC if such services were
provided directly by CSC and MLSSISI for such accounts. Such officers may also
enter into subadministration agreements where the requisite subadministration
services are not otherwise available from MLSSISI or CSC.
8. 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 if MLSSISI provides written consent to include
such new Fund, such new Fund shall become a party 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: President
METLIFE - STATE STREET INVESTMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President
APPENDIX I
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MetLife International Equity Fund
MetLife International Fixed Income Fund