EXHIBIT 5(d)
NEUBERGER&BERMAN PARTNERS MID CAP VALUE PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Neuberger&Berman Partners Mid Cap Value Portfolio
of the Fund with the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1
DUTIES OF THE INVESTMENT MANAGER
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Neuberger&Berman Partners Mid Cap Value
Portfolio (the "Portfolio") and to manage the investment and reinvestment of the
assets of the Portfolio and to administer its affairs, subject to the
supervision of the Board of Directors of the Fund, for the period and on the
terms and conditions set forth in this Agreement. The Investment Manager hereby
accepts such employment and agrees during such period, at its own expense, to
render the services and to assume the obligations herein set forth for the
compensation provided for herein. The 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 in
any way or otherwise be deemed an agent of the Fund other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
(a) INVESTMENT MANAGEMENT SERVICES. In acting as investment manager to
-------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented
2
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 of the Fund then-currently effective under the Securities Act of
1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time,
however, make any definite determination as to investment policy and notify the
Investment Manager thereof, the Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Manager shall take, on behalf of the Fund, all actions which it deems necessary
to implement the investment policies of the Portfolio, determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Portfolio with brokers or dealers selected by the
Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) ADMINISTRATIVE SERVICES. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to
3
assist in managing all aspects of the Fund's operations relating to the
Portfolio, including the coordination of all matters relating to the functions
of the custodian, transfer agent, other shareholder service agents, accountants,
attorneys and other parties performing services or operational functions for the
Fund, (ii) to provide the Fund, at the Investment Manager's expense, with
services of persons competent to perform such professional, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the maintenance of the
books and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(C) SUB-INVESTMENT MANAGER. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of a
Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Investment Manager shall be the sole
responsibility of the Investment Manager and the duties and responsibilities of
the Sub-Investment Manager shall be as set forth in a
4
sub-investment management agreement among the Investment Manager, the Sub-
Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2
ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
(a) THE INVESTMENT MANAGER. In addition to the compensation paid to any
-----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) THE FUND. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such
5
as legal claims and liabilities and litigation costs and any indemnification
related thereto) attributable to the Portfolio. The Fund shall allocate the
appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3
COMPENSATION OF THE INVESTMENT MANAGER
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate
specified by the schedule of fees in the Appendix to this Agreement. The
average daily value of the net assets of the Portfolio shall be determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Prospectus.
ARTICLE 4
LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance,
6
bad faith, gross negligence in the performance of its duties on behalf of the
Fund, reckless disregard of the Investment Manager's obligations and duties
under this Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5
ACTIVITIES OF THE INVESTMENT MANAGER
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or otherwise and that directors, officers,
employees or policyholders of the Investment Manager are or may become similarly
interested in the Fund, and that the Investment Manager is or may become
interested in the Fund as shareholder or otherwise.
ARTICLE 6
DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1999 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,
7
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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7
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 8
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.
8
ARTICLE 9
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.
9
METROPOLITAN SERIES FUND, INC.
By:_____________________________
President
Attest:
__________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By:_________________________________
Executive Vice-President
Attest:
_______________
Assistant Secretary
10
APPENDIX
--------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
NEUBERGER&BERMAN PARTNERS MID CAP VALUE PORTFOLIO
-------------------------------------------------
0.700% on the first $100MM
0.675% on the next $250MM
0.650% on the next $500 MM
0.625% on the next $750 MM
0.600% thereafter
of the average daily value of the net assets of the Portfolio
11
X. XXXX PRICE LARGE CAP GROWTH PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the X. Xxxx Price Large Cap Growth Portfolio of the
Fund with the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1
DUTIES OF THE INVESTMENT MANAGER
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the X. Xxxx Price Large Cap Growth
Portfolio (the "Portfolio") and to manage the investment and reinvestment of the
assets of the Portfolio and to administer its affairs, subject to the
supervision of the Board of Directors of the Fund, for the period and on the
terms and conditions set forth in this Agreement. The Investment Manager hereby
accepts such employment and agrees during such period, at its own expense, to
render the services and to assume the obligations herein set forth for the
compensation provided for herein. The 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 in
any way or otherwise be deemed an agent of the Fund other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
(a) INVESTMENT MANAGEMENT SERVICES. In acting as investment manager to
-------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented
2
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 of the Fund then-currently effective under the Securities Act of
1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time,
however, make any definite determination as to investment policy and notify the
Investment Manager thereof, the Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Manager shall take, on behalf of the Fund, all actions which it deems necessary
to implement the investment policies of the Portfolio, determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Portfolio with brokers or dealers selected by the
Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) ADMINISTRATIVE SERVICES. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to
3
assist in managing all aspects of the Fund's operations relating to the
Portfolio, including the coordination of all matters relating to the functions
of the custodian, transfer agent, other shareholder service agents, accountants,
attorneys and other parties performing services or operational functions for the
Fund, (ii) to provide the Fund, at the Investment Manager's expense, with
services of persons competent to perform such professional, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the maintenance of the
books and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) SUB-INVESTMENT MANAGER. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of a
Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Investment Manager shall be the sole
responsibility of the Investment Manager and the duties and responsibilities of
the Sub-Investment Manager shall be as set forth in a
4
sub-investment management agreement among the Investment Manager, the Sub-
Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2
ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
(a) THE INVESTMENT MANAGER. In addition to the compensation paid to any
-----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) THE FUND. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such
5
as legal claims and liabilities and litigation costs and any indemnification
related thereto) attributable to the Portfolio. The Fund shall allocate the
appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3
COMPENSATION OF THE INVESTMENT MANAGER
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate
specified by the schedule of fees in the Appendix to this Agreement. The
average daily value of the net assets of the Portfolio shall be determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Prospectus.
ARTICLE 4
LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance,
6
bad faith, gross negligence in the performance of its duties on behalf of the
Fund, reckless disregard of the Investment Manager's obligations and duties
under this Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5
ACTIVITIES OF THE INVESTMENT MANAGER
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or otherwise and that directors, officers,
employees or policyholders of the Investment Manager are or may become similarly
interested in the Fund, and that the Investment Manager is or may become
interested in the Fund as shareholder or otherwise.
ARTICLE 6
DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1999 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,
7
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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7
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 8
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.
8
ARTICLE 9
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.
9
METROPOLITAN SERIES FUND, INC.
By:_____________________________
President
Attest:
__________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By:_________________________________
Executive Vice-President
Attest:
_______________
Assistant Secretary
10
APPENDIX
--------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
X. XXXX PRICE LARGE CAP GROWTH PORTFOLIO
----------------------------------------
0.700% on the first $50MM
0.600% thereafter
of the average daily value of the net assets of the Portfolio
11
XXXXXX OAKMARK LARGE CAP VALUE PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Oakmark Large Cap Value Portfolio of the
Fund with the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1
DUTIES OF THE INVESTMENT MANAGER
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Xxxxxx Oakmark Large Cap Value
Portfolio (the "Portfolio") and to manage the investment and reinvestment of the
assets of the Portfolio and to administer its affairs, subject to the
supervision of the Board of Directors of the Fund, for the period and on the
terms and conditions set forth in this Agreement. The Investment Manager hereby
accepts such employment and agrees during such period, at its own expense, to
render the services and to assume the obligations herein set forth for the
compensation provided for herein. The 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 in
any way or otherwise be deemed an agent of the Fund other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
(a) INVESTMENT MANAGEMENT SERVICES. In acting as investment manager to
-------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, subject
always to any
2
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 of the Fund then-currently effective under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the
Fund at any time, however, make any definite determination as to investment
policy and notify the Investment Manager thereof, the Investment Manager shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked. The
Investment Manager shall take, on behalf of the Fund, all actions which it deems
necessary to implement the investment policies of the Portfolio, determined as
provided above, and in particular to place all orders for the purchase or sale
of portfolio securities for the Portfolio with brokers or dealers selected by
the Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) ADMINISTRATIVE SERVICES. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection
3
with the management of the Portfolio. In this connection, the Investment Manager
agrees (i) to assist in managing all aspects of the Fund's operations relating
to the Portfolio, including the coordination of all matters relating to the
functions of the custodian, transfer agent, other shareholder service agents,
accountants, attorneys and other parties performing services or operational
functions for the Fund, (ii) to provide the Fund, at the Investment Manager's
expense, with services of persons competent to perform such professional,
administrative and clerical functions as are necessary in order to provide
effective administration of the Portfolio, including duties in connection with
shareholder relations, reports, redemption requests and account adjustments and
the maintenance of the books and records required of the Fund, and (iii) to
provide the Fund, at the Investment Manager's expense, with adequate office
space and related services necessary for its operations as contemplated in this
Agreement. In performing such administrative services, the Investment Manager
shall comply with all provisions of the Fund's Articles of Incorporation and By-
Laws, with all laws and regulations to which the Fund may be subject and with
all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) SUB-INVESTMENT MANAGER. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of a
Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Investment Manager shall be the sole
responsibility of the Investment Manager and the
4
duties and responsibilities of the Sub-Investment Manager shall be as set forth
in a sub-investment management agreement among the Investment Manager, the Sub-
Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2
ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
(a) THE INVESTMENT MANAGER. In addition to the compensation paid to any
-----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) THE FUND. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity
5
coverage and errors and omissions insurance; and extraordinary or non-recurring
expenses (such as legal claims and liabilities and litigation costs and any
indemnification related thereto) attributable to the Portfolio. The Fund shall
allocate the appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3
COMPENSATION OF THE INVESTMENT MANAGER
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate
specified by the schedule of fees in the Appendix to this Agreement. The
average daily value of the net assets of the Portfolio shall be determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Prospectus.
ARTICLE 4
LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders
6
to which the Investment Manager shall otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of its duties on
behalf of the Fund, reckless disregard of the Investment Manager's obligations
and duties under this Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5
ACTIVITIES OF THE INVESTMENT MANAGER
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or otherwise and that directors, officers,
employees or policyholders of the Investment Manager are or may become similarly
interested in the Fund, and that the Investment Manager is or may become
interested in the Fund as shareholder or otherwise.
ARTICLE 6
DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1999 and thereafter shall continue in
effect, but only so long as such
7
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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7
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 8
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.
8
ARTICLE 9
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.
9
METROPOLITAN SERIES FUND, INC.
By:_____________________________
President
Attest:
__________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By:_________________________________
Executive Vice-President
Attest:
_______________
Assistant Secretary
10
APPENDIX
--------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
XXXXXX OAKMARK LARGE CAP VALUE PORTFOLIO
----------------------------------------
0.750% on the first $250MM
0.700% thereafter
of the average daily value of the net assets of the Portfolio
11
XXXXXX BROTHERS AGGREGATE BOND INDEX
PORTFOLIO INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Brothers Aggregate Bond Index Portfolio of
the Fund with the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1
DUTIES OF THE INVESTMENT MANAGER
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Xxxxxx Brothers Aggregate Bond Index
Portfolio (the "Portfolio") and to manage the investment and reinvestment of the
assets of the Portfolio and to administer its affairs, subject to the
supervision of the Board of Directors of the Fund, for the period and on the
terms and conditions set forth in this Agreement. The Investment Manager hereby
accepts such employment and agrees during such period, at its own expense, to
render the services and to assume the obligations herein set forth for the
compensation provided for herein. The 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 in
any way or otherwise be deemed an agent of the Fund other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
(a) INVESTMENT MANAGEMENT SERVICES. In acting as investment manager to
-------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented
2
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 of the Fund then-currently effective under the Securities Act of
1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time,
however, make any definite determination as to investment policy and notify the
Investment Manager thereof, the Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Manager shall take, on behalf of the Fund, all actions which it deems necessary
to implement the investment policies of the Portfolio, determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Portfolio with brokers or dealers selected by the
Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) ADMINISTRATIVE SERVICES. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection
with the management of the Portfolio. In this connection, the Investment Manager
agrees (i) to
3
assist in managing all aspects of the Fund's operations relating to the
Portfolio, including the coordination of all matters relating to the functions
of the custodian, transfer agent, other shareholder service agents, accountants,
attorneys and other parties performing services or operational functions for the
Fund, (ii) to provide the Fund, at the Investment Manager's expense, with
services of persons competent to perform such professional, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the maintenance of the
books and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) SUB-INVESTMENT MANAGER. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of a
Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Investment Manager shall be the sole
responsibility of the Investment Manager and the duties and responsibilities of
the Sub-Investment Manager shall be as set forth in a
4
sub-investment management agreement among the Investment Manager, the Sub-
Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2
ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
(a) THE INVESTMENT MANAGER. In addition to the compensation paid to any
-----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) THE FUND. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions insurance; and
extraordinary or non-recurring expenses (such
5
as legal claims and liabilities and litigation costs and any indemnification
related thereto) attributable to the Portfolio. The Fund shall allocate the
appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3
COMPENSATION OF THE INVESTMENT MANAGER
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate
specified by the schedule of fees in the Appendix to this Agreement. The
average daily value of the net assets of the Portfolio shall be determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Prospectus.
ARTICLE 4
LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance,
6
bad faith, gross negligence in the performance of its duties on behalf of the
Fund, reckless disregard of the Investment Manager's obligations and duties
under this Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5
ACTIVITIES OF THE INVESTMENT MANAGER
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or otherwise and that directors, officers,
employees or policyholders of the Investment Manager are or may become similarly
interested in the Fund, and that the Investment Manager is or may become
interested in the Fund as shareholder or otherwise.
ARTICLE 6
DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1999 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,
7
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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7
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 8
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.
8
ARTICLE 9
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.
9
METROPOLITAN SERIES FUND, INC.
By:_____________________________
President
Attest:
__________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By:_________________________________
Executive Vice-President
Attest:
_______________
Assistant Secretary
10
APPENDIX
--------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
XXXXXX BROTHERS AGGREGATE BOND INDEX PORTFOLIO
----------------------------------------------
0.250% on all assets
of the average daily value of the net assets of the Portfolio
11
XXXXXXX 2000 INDEX PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxxx 2000 Index Portfolio of the Fund with the
Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1
DUTIES OF THE INVESTMENT MANAGER
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Xxxxxxx 2000 Index Portfolio (the
"Portfolio") and to manage the investment and reinvestment of the assets of the
Portfolio and to administer its affairs, subject to the supervision of the Board
of Directors of the Fund, for the period and on the terms and conditions set
forth in this Agreement. The Investment Manager hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations herein set forth for the compensation provided for
herein. The 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 in any way or otherwise be deemed
an agent of the Fund other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
(a) INVESTMENT MANAGEMENT SERVICES. In acting as investment manager to
-------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, subject
always to any
restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or
supplemented
2
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 of the Fund then-currently effective under the Securities Act of
1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time,
however, make any definite determination as to investment policy and notify the
Investment Manager thereof, the Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Manager shall take, on behalf of the Fund, all actions which it deems necessary
to implement the investment policies of the Portfolio, determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Portfolio with brokers or dealers selected by the
Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) ADMINISTRATIVE SERVICES. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to
3
assist in managing all aspects of the Fund's operations relating to the
Portfolio, including the coordination of all matters relating to the functions
of the custodian, transfer agent, other shareholder service agents, accountants,
attorneys and other parties performing services or operational functions for the
Fund, (ii) to provide the Fund, at the Investment Manager's expense, with
services of persons competent to perform such professional, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the maintenance of the
books and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) SUB-INVESTMENT MANAGER. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of a
Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Investment Manager shall be the sole
responsibility of the Investment Manager and the
duties and responsibilities of the
4
Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2
ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
(a) THE INVESTMENT MANAGER. In addition to the compensation paid to any
-----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) THE FUND. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such
5
as legal claims and liabilities and litigation costs and any indemnification
related thereto) attributable to the Portfolio. The Fund shall allocate the
appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3
COMPENSATION OF THE INVESTMENT MANAGER
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate
specified by the schedule of fees in the Appendix to this Agreement. The
average daily value of the net assets of the Portfolio shall be determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Prospectus.
ARTICLE 4
LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance,
6
bad faith, gross negligence in the performance of its duties on behalf of the
Fund, reckless disregard of the Investment Manager's obligations and duties
under this Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5
ACTIVITIES OF THE INVESTMENT MANAGER
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or otherwise and that directors, officers,
employees or policyholders of the Investment Manager are or may become similarly
interested in the Fund, and that the Investment Manager is or may become
interested in the Fund as shareholder or otherwise.
ARTICLE 6
DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1999 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,
7
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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7
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 8
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.
8
ARTICLE 9
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.
9
METROPOLITAN SERIES FUND, INC.
By:_____________________________
President
Attest:
__________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By:_________________________________
Executive Vice-President
Attest:
_______________
Assistant Secretary
10
APPENDIX
--------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
XXXXXXX 2000 INDEX PORTFOLIO
----------------------------
0.250% on all assets
of the average daily value of the net assets of the Portfolio
11
XXXXXX XXXXXXX EAFE INDEX PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Xxxxxxx EAFE Index Portfolio of the Fund
with the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1
DUTIES OF THE INVESTMENT MANAGER
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Xxxxxx Xxxxxxx EAFE Index Portfolio
(the "Portfolio") and to manage the investment and reinvestment of the assets of
the Portfolio and to administer its affairs, subject to the supervision of the
Board of Directors of the Fund, for the period and on the terms and conditions
set forth in this Agreement. The Investment Manager hereby accepts such
employment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth for the compensation
provided for herein. The 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 in any way or
otherwise be deemed an agent of the Fund other than in furtherance of its duties
and responsibilities as set forth in this Agreement.
(a) INVESTMENT MANAGEMENT SERVICES. In acting as investment manager to
-------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented
2
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 of the Fund then-currently effective under the Securities Act of
1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time,
however, make any definite determination as to investment policy and notify the
Investment Manager thereof, the Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Manager shall take, on behalf of the Fund, all actions which it deems necessary
to implement the investment policies of the Portfolio, determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Portfolio with brokers or dealers selected by the
Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) ADMINISTRATIVE SERVICES. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to
3
assist in managing all aspects of the Fund's operations relating to the
Portfolio, including the coordination of all matters relating to the functions
of the custodian, transfer agent, other shareholder service agents, accountants,
attorneys and other parties performing services or operational functions for the
Fund, (ii) to provide the Fund, at the Investment Manager's expense, with
services of persons competent to perform such professional, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the maintenance of the
books and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) SUB-INVESTMENT MANAGER. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of a
Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Investment Manager shall be the sole
responsibility of the Investment Manager and the duties and responsibilities of
the Sub-Investment Manager shall be as set forth in a
4
sub-investment management agreement among the Investment Manager, the Sub-
Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2
ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
(a) THE INVESTMENT MANAGER. In addition to the compensation paid to any
-----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) THE FUND. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such
5
as legal claims and liabilities and litigation costs and any indemnification
related thereto) attributable to the Portfolio. The Fund shall allocate the
appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3
COMPENSATION OF THE INVESTMENT MANAGER
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate
specified by the schedule of fees in the Appendix to this Agreement. The
average daily value of the net assets of the Portfolio shall be determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Prospectus.
ARTICLE 4
LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER
--------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance,
6
bad faith, gross negligence in the performance of its duties on behalf of the
Fund, reckless disregard of the Investment Manager's obligations and duties
under this Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5
ACTIVITIES OF THE INVESTMENT MANAGER
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or otherwise and that directors, officers,
employees or policyholders of the Investment Manager are or may become similarly
interested in the Fund, and that the Investment Manager is or may become
interested in the Fund as shareholder or otherwise.
ARTICLE 6
DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1999 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,
7
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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7
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 8
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.
8
ARTICLE 9
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.
9
METROPOLITAN SERIES FUND, INC.
By:_____________________________
President
Attest:
__________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By:_________________________________
Executive Vice-President
Attest:
_______________
Assistant Secretary
10
APPENDIX
--------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
XXXXXX XXXXXXX EAFE INDEX PORTFOLIO
-----------------------------------
0.300% on all assets
of the average daily value of the net assets of the Portfolio
11
