Exhibit (5)(e)
TRANSFER AND ASSUMPTION OF RESPONSIBILITIES AND RIGHTS
In accordance with the vote unanimously adopted by all of the Trustees of
MetLife - State Street Equity Trust ("Trust") who were present at a meeting of
such Trustees duly called and held on September 14, 1992, being a majority of
such Trustees, including a majority of Trustees who are not parties to the
attached Advisory Agreement dated July 17, 1986, by and between State Street
Financial Services, Inc. (formerly MetLife - State Street Investment Services,
Inc.) and the Trust ("Advisory Agreement"), or "interested persons" (as defined
in the Investment Company Act of 1940) of any such party, effective as of the
commencement of business on July 1, 1992, all of the duties and responsibilities
of the Manager to provide services and facilities to the Trust as set forth in
the Advisory Agreement and all the rights of the Manager, including but not
limited to the right to be compensated by the Trust as described in the Advisory
Agreement, are hereby transferred from State Street Financial Services, Inc., a
Massachusetts corporation, to State Street Research & Management Company, a
Delaware corporation, formerly sub-adviser to the Trust, and State Street
Research & Management Company hereby assumes such responsibilities and rights,
all of the foregoing transactions being effected in reliance on Rule 2a-6 under
the Investment Company Act of 1940, as amended.
STATE STREET FINANCIAL
SERVICES, INC.
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and
Chief Executive Officer
STATE STREET RESEARCH &
MANAGEMENT COMPANY
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman and
Chief Executive Officer
Dated: October 6, 1992.