Exhibit (h)(f)
RESTATED EXPENSE AGREEMENT
AGREEMENT dated as of May 1, 2001 by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), and New England Investment
Management, LLC, a Delaware Limited Liability Company (the "Adviser").
WHEREAS, the Adviser is the investment adviser of several series of shares
of common stock (each, a "Portfolio") of the Fund pursuant to separate
investment management agreements relating to each Portfolio; and
WHEREAS, the Fund and the Adviser desire to enter into an arrangement
relating to the payment of certain expenses of the Fund;
WHEREAS, the shares of each Portfolio have been divided into two or more
classes of shares (each, a "Class");
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. Until further notice from the Adviser to the Fund, the Adviser will waive
such portion of the fees payable to it under the investment management agreement
relating to each Portfolio listed in this Section 1, or pay such portion of the
other operating expenses (excluding brokerage costs, interest, taxes or
extraordinary expenses) ("Operating Expenses") allocable to each Class incurred
in the operation of each Portfolio, as is necessary to reduce the total
Operating Expenses of each Class of each Portfolio to the following annual
percentages of the average daily net assets of each Class of each Portfolio:
Portfolio/Class Percentage
--------------- ----------
Janus Growth Portfolio - Class A 0.95
Janus Growth Portfolio - Class E 1.10
Janus Growth Portfolio - Class B 1.20
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class A 1.05
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class E 1.20
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class B 1.30
2. The Fund, on behalf of each Portfolio, agrees to repay to the Adviser the
amount of fees waived and expenses borne by the Adviser with respect to each
Class of each Portfolio pursuant to Section 1 of this Agreement, subject to the
limitations provided in this Section 2. Such repayment shall be made monthly,
but only if the Operating Expenses of the Class in question, without regard to
such repayment, are at an annual rate (as a percentage of average daily net
assets of that Class) based on that Portfolio's then-current fiscal year that is
less than the percentage rate for such Class as set forth in Section 1.
Furthermore, the amount repaid by the Fund in any month shall be limited so that
the sum of (a) the amount of such repayment and (b)
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the other Operating Expenses allocable to the Class do not exceed the annual
rate (as a percentage of that Class' average daily net assets) for such Class as
set forth in Section 1.
Amounts of fees waived and expenses borne by the Adviser with respect to
expenses allocable to each Class pursuant to Section 1 during any fiscal year of
the applicable Portfolio shall not be repayable if the amounts allocable to such
Class and repayable by the Fund pursuant to the immediately preceding two
sentences during the period ending three years after the end of such fiscal year
are not sufficient to completely repay such amounts of fees waived and expenses
borne. In no event will the Fund be obligated to repay any fees waived or
expenses allocable to any Class borne by the Adviser with respect to any other
Class.
3. The Adviser may by notice in writing to the Fund terminate its obligation
under Section 1 to waive fees or bear expenses with respect to any Portfolio in
any period following the date specified in such notice (or change the percentage
specified in Section 1 with respect to each Portfolio), but no such change shall
affect the obligation (including the amount of the obligation) the Fund to repay
amounts of fees waived or expenses borne by the Adviser during periods prior to
the date specified in such notice, if any such obligation is in effect pursuant
to Section 2 herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
METROPOLITAN SERIES FUND, INC.
By:___________________________________
Xxxxxxxxxxx X. Xxxxxxxx
President and Chief Operating Officer
NEW ENGLAND INVESTMENT
MANAGEMENT, LLC
By:___________________________________
Xxxx X. Xxxxxxx
Senior Vice President
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