XXXXXXXXX XXXXXX PARTNERS MID CAP VALUE PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 31st day of October 2003, among Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), MetLife Advisers, LLC, a Delaware
limited liability company, and Xxxxxxxxx Xxxxxx Management Inc., a New York
corporation (the Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act
of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate classes
(or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of which
pursues its investment objectives through separate investment policies, and the
Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business of
rendering advisory and management services and is registered as an investment
adviser under the Advisers Act; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio as set forth
in the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment Management
Agreement dated May 1, 2001 between the Fund and the Investment Manager (the
"Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment Management
Agreement"); and the Fund and the Investment Manager desire to enter into a
separate sub-investment management agreement with respect to the Xxxxxxxxx
Xxxxxx Partners Mid Cap Value Portfolio of the Fund with the Sub-Investment
Manager;
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, the Fund, the Investment Manager and the Sub-Investment Manager
hereby agree as follows:
ARTICLE 1
Duties of the Sub-Investment Manager
Subject to the supervision and approval of the Investment Manager and the
Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's Xxxxxxxxx Xxxxxx
Partners Mid Cap Value Portfolio (the "Portfolio") for the period and on the
terms and conditions set forth in this Agreement. In acting as Sub-Investment
Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager
shall determine which securities shall be purchased, sold or exchanged and what
portion of the assets of the Portfolio shall be held in the various securities
or other assets in which it may invest, subject always to any restrictions of
the Fund's Articles of Incorporation and By-Laws, as amended or supplemented
from time to time, the provisions of applicable laws and regulations including
the Investment Company Act, and the statements relating to the Portfolio's
investment objectives, policies and restrictions as the same are set forth in
the prospectus and statement of additional information of the Fund then
currently effective under the Securities Act of 1933 (the "Prospectus") and
provided to the Sub-Investment Manager in writing. Should the Board of
Directors of the Fund or the Investment Manager at any time, however, make any
definite determination as to investment policy and notify in writing the
Sub-Investment Manager thereof, the Sub-Investment Manager shall be bound by
such determination for the period, if any, specified in such notice or until
similarly notified in
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writing that such determination has been revoked. The Sub-Investment Manager
shall not be liable to the Fund, the Portfolio or the Investment Manager, or
any shareholder of the Fund, and the Investment Manager shall indemnify and
hold harmless the Sub-Investment Manager for any losses, claims, damages,
liabilities or litigation (including reasonable attorneys fees and expenses)
sustained in connection with adherence to such determination.
The Sub-Investment Manager shall take, on behalf of the Fund, all actions which
it deems necessary and appropriate to implement the investment policies of the
Portfolio, determined as provided above, and in particular to open accounts and
to place all orders for the purchase or sale of portfolio securities for the
Portfolio with brokers or dealers selected by it.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Sub-Investment Manager is directed at all times to follow the
policies of the Fund set forth in the Prospectus. Nothing herein shall preclude
the "bunching" of orders for the sale or purchase of portfolio securities with
any other accounts managed by the Sub-Investment Manager. The Sub-Investment
Manager shall not favor any account over any other and any purchase or sale
orders executed contemporaneously shall be allocated in a manner it deems
equitable among the accounts involved and at a price which is approximately
averaged.
With respect to brokerage and subject to the policies set forth above and in
the Prospectus, the Sub-Investment Manager may cause the Portfolio to pay a
broker a commission for executing a portfolio transaction in excess of the
commission another broker would have charged for effecting the same transaction
if the difference is reasonably justified by other aspects of portfolio
execution or research services offered. Subject to such policies as the Board
of Directors of the Fund may determine, the Sub-Investment Manager shall not be
deemed to have acted unlawfully or to have breached a duty solely by reason of
its having caused the Portfolio to pay a broker-dealer that provides research
services to the Sub-Investment Manager an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the
Sub-Investment Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the research or brokerage services
provided by such broker, viewed in terms of either that particular transaction
or the Sub-Investment Manager's ongoing responsibilities with respect to the
Portfolio. The Investment Manager, Sub-Investment Manager and the Fund further
agree that the Sub-Investment Manager is authorized to employ an affiliated
broker-dealer as the Portfolio's principal broker.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a manner
that is consistent with the investment objective and policies of the Portfolio
set forth in the Prospectus, as from time to time amended, and consistent with
applicable law, including, but not limited to, the Investment Company Act and
the rules and regulations thereunder and the applicable provisions of the
Internal Revenue Code and the rules and regulations thereunder (including,
without limitation, subchapter M of the Code and the investment diversification
aspects of Section 817(h) of the Code).
The Sub-Investment Manager will furnish the Investment Manager and the Fund
such statistical information, including recommendations of prices of securities
in situations where a fair valuation determination is required or when a
security cannot be priced by the Fund's accountants, with respect to the
investments it makes for the Portfolio as the Investment Manager and the Fund
may reasonably request. On its own initiative, the Sub-Investment Manager will
apprise the Investment Manager and the Fund of important developments
materially affecting the Portfolio, including but not limited to any change in
the personnel of the Sub-Investment Manager responsible for the day to day
investment decisions made by the Sub-Investment Manager for the Portfolio and
any material legal proceedings against the Sub-Investment Manager by the
Securities and Exchange Commission relating to violations of the federal
securities laws by the Sub-Investment Manager, and will furnish the Investment
Manager and the Fund from time to time with similar material information that
is believed by the
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Sub-Investment Manager appropriate for this purpose. In addition, the
Sub-Investment Manager will furnish the Investment Manager and the Fund's Board
of Directors such periodic and special reports as either of them may reasonably
request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Fund or the
Investment Manager in any way or otherwise be deemed an agent of the Fund or
the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
ARTICLE 2
Sub-Investment Management Fee
The payment of advisory fees and the allocation of charges and expenses between
the Fund and the Investment Manager with respect to the Portfolio are set forth
in the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment Management
Agreement and nothing in that agreement shall change or affect the terms of
this Sub-Investment Management Agreement. Nothing in this Xxxxxxxxx Xxxxxx
Partners Mid Cap Value Portfolio Sub-Investment Management Agreement shall
change or affect that arrangement. The payment of advisory fees and the
apportionment of any expenses related to the services of the Sub-Investment
Manager under this Agreement shall be the sole concern of the Investment
Manager and the Sub-Investment Manager and shall not be the responsibility of
the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business
day of each month the fee at the annual rate specified by the schedule of fees
in the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears
to the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment Manager,
the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay and will not be responsible for any Fund expenses.
Other Matters
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons to assist in its performance of services under
this Agreement. The compensation of any such persons will be paid by the
Sub-Investment Manager, and no obligation will be incurred by, or on behalf of,
the Fund or the Investment Manager with respect to them.
The Fund and the Investment Manager understand that the Sub-Investment Manager
now acts and will continue to act as investment manager to various investment
companies and fiduciary or other managed accounts, and the Fund and the
Investment Manager have no objection to the Sub-Investment Manager's so acting.
In
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addition, the Fund understands that the persons employed by the Sub-Investment
Manager to assist in the performance of the Sub-Investment Manager's duties
hereunder will not devote their full time to such service, and nothing herein
contained shall be deemed to limit or restrict the Sub-Investment Manager's
right or the right of any of the Sub-Investment Manager's affiliates to engage
in and devote time and attention to other businesses or to render other
services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it maintains
for the Fund are the Fund's property as well as the Sub-Investment Manager's.
The Sub-Investment Manager also agrees upon request of the Investment Manager
or the Fund, promptly to surrender copies of the books and records to the
requester or make the books and records available for inspection by
representatives of regulatory authorities. The Sub-Investment Manager further
agrees to maintain and preserve the Fund's books and records in accordance with
the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund, its shareholders or the
Investment Manager in connection with the matters to which this Agreement
relates, except for a loss resulting from willful misfeasance, bad faith or
gross negligence of the Sub-Investment Manager in the performance of its duties
or from reckless disregard of its obligations and duties under this Agreement.
The Sub-Investment Manager, the Fund and the Investment Manager further agree
that the Sub-Investment Manager shall bear no responsibilities or obligations
for any portfolios of the Fund other than the Portfolio and any other portfolio
of the Fund with respect to which it serves as sub-advisor.
The Investment Manager has herewith furnished the Sub-Investment Manager copies
of the Fund's Registration Statement, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before the amendments or supplements become effective. The
Sub-Investment Manager will be entitled to rely on all documents furnished to
it by the Investment Manager or the Fund.
The Investment Manager, the Fund and the Sub-Investment Manager agree that any
information or recommendation supplied by the Sub-Investment Manager in
connection with the performance of its obligations hereunder is to be regarded
as confidential for use only by the Investment Manager, the Fund, or such
person as the Investment Manager may designate in connection with the Portfolio.
The Investment Manager represents and warrants that the appointment of the
Sub-Investment Manager by the Investment Manager and the Fund has been duly
authorized.
ARTICLE 3
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first above written and
shall remain in force until October 31, 2004 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a
majority of the outstanding shares of the Portfolio, and (ii) a majority of
those directors who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or
by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment
Management Agreement.
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ARTICLE 4
Definitions
The terms "assignment," "interested person," and "majority of the outstanding
shares," when used in this Agreement, shall have the respective meanings
specified under the Investment Company Act.
ARTICLE 5
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, or by the vote of a majority of the
outstanding shares of the Portfolio, and (ii) by the vote of a majority of
those directors of the Fund who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE 6
Governing Law
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
ARTICLE 7
Notices
Notices to be given hereunder shall be addressed to:
Fund: Xxxxxx X. Xxxx
Vice President and Secretary
Metropolitan Series Fund, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice President
Metlife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Sub-Investment Manager: Xx. Xxxxx Xxxxxxx, Esq.
Vice President and General Counsel
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx -- 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Changes in the foregoing notice provisions may be made by notice in writing to
the other parties and the addresses set forth above. Notice shall be effective
upon receipt.
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METROPOLITAN SERIES FUND, INC.
By: /s/ XXXXXX X. XXXX
------------------------------
Xxxxxx X. Xxxx
Vice President and Secretary
Attest:
By: /s/ XXXX X. XXXXXXX, XX.
--------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
METLIFE ADVISERS, LLC
By: /s/ XXXX X. XXXXXXX, XX.
------------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
Attest:
By: /s/ XXXXXX X. XXXX
--------------------------
Xxxxxx X. Xxxx
General Counsel
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: /s/ XXXXX X. XXXXXXX
------------------------------
Xxxxx X. Xxxxxxx
President
Attest:
By: /s/ XXXXX XXXXXXX
--------------------------
Xxxxx Xxxxxxx
Secretary
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APPENDIX
XXXXXXXXX XXXXXX MANAGEMENT INC.
Metropolitan Series Fund Fee Schedule
Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio
1st $250 Million. .45%
next $750 Million .40%
over $1 Billion.. .35%
of the average daily value of the net assets of the Portfolio
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