METROPOLITAN SERIES FUND, INC.
SUB-ITEM 77Q1 EXHIBITS
In response to Sub-Item 77Q1(e), the following Sub-Advisory Agreements were
either adopted or amended, and such agreements are attached herewith as follows:
SUB-ADVISORY AGREEMENTS
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PORTFOLIOS:
Xxxxx Venture Value Portfolio Exhibit 77Q1(e)(i)
X. Xxxx Price Large Cap Growth Portfolio Exhibit 77Q1(e)(ii)
Exhibit 77Q1(e)(i)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 4
TO THE
SUBADVISORY AGREEMENT
(XXXXX VENTURE VALUE PORTFOLIO)
AMENDMENT made this 17th day of November 2011 to the Subadvisory Agreement
dated May 1, 2003 as amended February 24, 2009, November 9, 2006, and November
4, 2005 (the "Agreement"), by and between MetLife Advisers, LLC, a Delaware
limited liability company (the "Manager"), Xxxxx Selected Advisers, L.P., a
Delaware limited partnership (the "Subadviser"), and Xxxxx Selected Advisers -
NY, Inc., a Delaware corporation ("DSA-NY"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Subadviser referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
7. Compensation of the Subadviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Subadviser hereunder,
the Manager shall pay the Subadviser compensation at the annual rate of 0.350%
of the first $50 million of the average daily net assets of the Portfolio,
0.325% of the next $450 million of such assets, 0.300% of such assets in excess
of $500 million. Such compensation shall be payable monthly in arrears or at
such other intervals, not less frequently than quarterly, as the Manager is paid
by the Portfolio pursuant to the Advisory Agreement. The Manager may from time
to time waive the compensation it is entitled to receive from the Fund, however,
any such waiver will have no effect on the Manager's obligation to pay the
Subadviser the compensation provided for herein.
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
3. EFFECTIVE DATE
This Amendment shall be effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year
first above written.
METLIFE ADVISERS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
XXXXX SELECTED ADVISERS, L.P.
By: Xxxxx Investments, LLC, Inc., as
General Partner
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Chief Operating Officer
XXXXX SELECTED ADVISERS - NY, INC.
By: /s/ Xxxxxx Xxxx
---------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
Exhibit 77Q1(e)(ii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 4
TO THE
SUBADVISORY AGREEMENT
(X. XXXX PRICE LARGE CAP GROWTH PORTFOLIO)
AMENDMENT made this 19th day of May, 2011 to the Subadvisory Agreement
dated May 1, 2001 as amended November 9, 2006, February 3, 2005 and August 5,
2004 (the "Agreement"), by and between MetLife Advisers, LLC, a Delaware limited
liability company (the "Adviser"), and X. Xxxx Price Associates, Inc., a
Maryland corporation (the "Subadviser") with respect to the X. Xxxx Price Large
Cap Growth Portfolio (the "Portfolio"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Article 5 of the Agreement, the Appendix of the Agreement
referenced in Article 2, which contains the schedule of fees hereby amended as
follows:
Fee Schedule.
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Asset Range of the Portfolio $0 to $100,000,000:
0.500% on the first $50,000,000
0.400% on the next $50,000,000
Asset Range of the Portfolio $100,000,000 to $1,000,000,000:
0.400% on the first $250,000,000
0.375% on the next $250,000,000
0.350% on the next $500,000,000
Asset Range of the Portfolio over $1,000,000,000:
0.350% on the first $1,000,000,000
0.325% on the excess over $1,000,000,000
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the 19th day of May, 2011.
METLIFE ADVISERS, LLC X. XXXX PRICE ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Senior Vice President Title: Vice President
