METROPOLITAN SERIES FUND
SUB-ITEM 77Q1 EXHIBITS
In response to Sub-Item 77Q1(e), the following Advisory and Sub-Advisory
Agreements were either adopted or amended, and such agreements are attached
herewith as follows:
ADVISORY AGREEMENT
________________________
Portfolios:
Frontier Mid Cap Growth Portfolio Exhibit 77Q1(e)(i)
SUB-ADVISORY AGREEMENT
________________________
Portfolios:
Frontier Mid Cap Growth Portfolio Exhibit 77Q1(e)(ii)
Exhibit 77Q1(e)(i)
METROPOLITAN SERIES FUND
AMENDMENT No. 1
TO THE
AMENDED AND RESTATED ADVISORY AGREEMENT
(Frontier Mid Cap Growth Portfolio (formerly, BlackRock Aggressive Growth
Portfolio))
AMENDMENT dated January 7, 2013 to the Amended and Restated Advisory Agreement
dated April 30, 2012 (the Agreement), by and between MetLife Advisers, LLC
(MLA), a Delaware limited liability company, and Metropolitan Series Fund,
a Delaware trust, with respect to the Frontier Mid Cap Growth Portfolio
(formerly, BlackRock Aggressive Growth Portfolio).
WHEREAS, the parties wish to amend certain provisions of the Agreement as set
forth herein; and
WHEREAS, Frontier Capital Management Company LLC replaced BlackRock Advisors,
LLC as subadviser to the BlackRock Aggressive Growth Portfolio on January 7,
2013.
NOW THEREFORE, in consideration of the mutual promises, representations, and
warranties made herein, covenants and agreements hereinafter contained, and
for other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
1. References in the Agreement to BlackRock Aggressive Growth Portfolio are
hereby replaced with Frontier Mid Cap Growth Portfolio.
2. In all other respects, the Agreement is confirmed and remains in full force
and effect.
3. This Amendment shall become effective as of the date first set forth above.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date first set forth
above.
METROPOLITAN SERIES FUND METLIFE ADVISERS, LLC
on behalf of its Frontier Mid Cap Growth
Portfolio (formerly, BlackRock Aggressive
Growth Portfolio)
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxx, Xx.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(ii)
INVESTMENT SUBADVISORY AGREEMENT
AGREEMENT made this 7th day of January, 2013, by and between Frontier Capital
Management Company, LLC, a Delaware limited liability company (the
Subadviser), and MetLife Advisers, LLC, a Delaware limited liability company
(the Adviser).
WHEREAS, the Adviser serves as investment manager of Metropolitan Series Fund
(the Trust), a Delaware statutory trust which has filed a registration
statement (the Registration Statement) under the Investment Company Act of
1940, as amended (the 1940 Act) and the Securities Act of 1933, as amended
(the 1933 Act) pursuant to a management agreement dated April 30, 2012, as
amended from time to time (the Management Agreement); and
WHEREAS, the Trust is comprised of several separate investment portfolios, one
of which is the Frontier Mid Cap Growth Portfolio (the Portfolio); and
WHEREAS, the Adviser desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser to assist the
Adviser in performing investment advisory services for the portion of the
Portfolios assets allocated to the Subadviser, as determined from time to
time by the Adviser, and the Subadviser is willing to render such services;
and WHEREAS, the Subadviser is registered with the Securities and Exchange
Commission (SEC) under the Investment Advisers Act of 1940, as amended (the
Advisers Act), and is engaged in the business of rendering investment
advisory services to investment companies and other institutional clients and
desires to provide such services to the Adviser.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set
forth, it is agreed as follows:
1. Employment of the Subadviser. The Adviser hereby employs the Subadviser,
subject to the supervision of the Adviser to manage the investment and
reinvestment of the assets of the Portfolio, subject to the control and
direction of the Board of Trustees, for the period and on the terms
hereinafter set forth. The Subadviser hereby accepts such employment and
agrees during such period to render the services and to assume the obligations
herein set forth for the compensation herein provided. The Subadviser
acknowledges that such appointment as investment subadviser to the Trust may
be limited to those Portfolio assets allocated to the Subadviser by the
Adviser, which may be changed from time to time at the sole discretion of the
Adviser. References to the Portfolio in this Agreement shall refer to
those Trust assets allocated to the Subadviser by the Adviser. The Subadviser
shall for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent the Adviser, the
Portfolio or the Trust in any way. The Subadviser may execute account
documentation, agreements, contracts and other documents requested by brokers,
dealers, counterparties and other persons in connection with its management
of the assets of the Portfolio and in such instances shall do so only for this
limited purpose as Advisers and the Trusts agent and attorney-in-fact.
Subadviser shall negotiate all futures agreements, options agreements, ISDA
Master Agreements, Credit Support Annexes, and other contracts and agreements
related to derivatives transactions and holdings in the Portfolio
(Derivatives Related Agreements).
Copies of the Trusts Registration Statement, Articles of Incorporation or
Declaration of Trust, as applicable, and Bylaws (collectively, the Charter
Documents), each as currently in effect, have been or will be delivered to
the Subadviser. The Adviser agrees, on an ongoing basis, to notify the
Subadviser of each change in the fundamental and non-fundamental investment
policies and restrictions of the Portfolio as promptly as practicable and to
provide to the Subadviser as promptly as practicable copies of all amendments
and supplements to the Registration Statement and amendments to the Charter
Documents. The Adviser will promptly provide the Subadviser with any
procedures applicable to the Subadviser adopted from time to time by the
Trusts Board of Trustees and agrees to promptly provide the Subadviser copies
of all amendments thereto.
The Adviser shall timely furnish the Subadviser with such additional
information as may be reasonably requested by the Subadviser to perform its
responsibilities pursuant to this Agreement. The Adviser shall reasonably
cooperate with the Subadviser in setting up and maintaining brokerage
accounts, futures accounts, and other accounts the Subadviser deems advisable
to allow for the purchase or sale of various forms of securities and other
financial instruments pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Subadviser. The
Subadviser undertakes to provide the following services to the Portfolio and
to assume the following obligations:
a. The Subadviser shall manage the investment and reinvestment of the
portfolio assets of the Portfolio, all without prior consultation with the
Adviser, subject to and in accordance with:
i. the investment objective, policies and restrictions of the Portfolio set
forth in the Trusts Registration Statement and the Charter Documents, as such
Registration Statement and Charter Documents may be amended from time to
time;
ii. the requirements applicable to registered investment companies under
applicable laws and those requirements applicable to both regulated
investment companies and segregated asset accounts under Subchapter M and
Section 817(h) of the Code including but not limited to, the diversification
requirements of Section 817(h) of the Internal Revenue Code (the Code) and
the regulations thereunder
iii. any written instructions, policies and guidelines which the Adviser or
the Trusts Board of Trustees may issue and provide to the Subadviser from
time to time, all as from time to time in effect; and
iv. with all applicable provisions of law, including without limitation all
applicable provisions of the 1940 Act, the rules and regulations thereunder
and the interpretive opinions thereof of the staff of the SEC (SEC
Positions).
b. In furtherance thereof and subject to the foregoing, the Subadviser shall
make all determinations with respect to the purchase and sale of portfolio
securities and other financial instruments and shall take such action
necessary to implement the same.
c. The Subadviser shall render such reports to the Trusts Board of Trustees,
the Adviser and the Advisers administrator as they may reasonably request
from time to time concerning the investment activities of the Portfolio,
including without limitation all material as reasonably may be requested by
the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and
agrees to review the Portfolio and discuss the management of the Portfolio
with representatives or agents of the Trusts Board of Trustees, the Adviser
and the administrator at their reasonable request.
d. Unless the Adviser gives the Subadviser written instructions to the
contrary, the Subadviser shall, in good faith and in a manner which it
reasonably believes best serves the interests of the Portfolios shareholders,
timely direct the Portfolios custodian as to how to vote such proxies as may
be necessary or advisable in connection with any matters submitted to a vote
of shareholders of securities held by the Portfolio.
e. Absent instructions from the Adviser to the contrary and to the extent
provided in the Trusts Registration Statement, as such Registration Statement
may be amended from time to time, the Subadviser shall, in the name of the
Portfolio, place orders for the execution of portfolio transactions with or
through such brokers, dealers or other financial institutions as it may
select, including affiliates of the Subadviser provided such orders comply
with Rule 17e-1 (or any successor or other relevant regulations) under the
1940 Act.
f. To the extent consistent with applicable law and then current SEC Positions
and absent written instructions from the Adviser to the contrary, purchase or
sell orders for the Portfolio may be aggregated with contemporaneous purchase
or sell orders of other clients of the Subadviser. In the selection of
brokers or dealers or other execution agents and the placing of orders for the
purchase and sale of portfolio investments for the Portfolio, the Subadviser
shall seek to obtain for the Portfolio the best execution available. In
using its best efforts to obtain for the Portfolio the best execution
available, the Subadviser, bearing in mind the Portfolios best interests at
all times, shall consider all factors it deems relevant, including by way of
illustration, breadth of the market in the security; price; the size of the
transaction; the nature of the market for the security; the amount of the
commission; the timing of the transaction taking into account market prices
and trends; the reputation, experience, execution capability, and financial
stability of the broker or dealer involved; and the quality of service
rendered by the broker or dealer in other transactions. Subject to such
policies as the Board of Trustees and Adviser may determine and applicable
law, including any relevant SEC Positions, the Subadviser may cause the
Portfolio to pay a broker or dealer that provides brokerage and research
services to the Subadviser an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction, if the
Subadviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Subadvisers overall responsibilities with respect to the
Portfolio and to other clients of the Subadviser as to which the Subadviser
exercises investment discretion.
g. Subject to seeking the most favorable price and execution, the Board of
Trustees or the Adviser may direct the Subadviser to effect transactions in
portfolio securities and other financial instruments through broker-dealers in
a manner that will help generate resources to pay the cost of certain
expenses which the Trust is required to pay or for which the Trust is required
to arrange payment. To the extent the Subadviser is directed to use only the
specified brokers for the Portfolio, the Trust may pay higher commissions or
other transaction costs or greater spreads, or receive less favorable net
prices, on transactions for the Portfolio than would otherwise be the case if
the Subadviser used other or multiple brokers.
h. In connection with the placement of orders for the execution of the
portfolio transactions of the Portfolio, the Subadviser shall create and
maintain all necessary records pertaining to the purchase and sale of
securities and other financial instruments by the Subadviser on behalf of the
Portfolio in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the 1940
Act. All records shall be the property of the Trust and shall be available
for inspection and use by the SEC, the Trust, the Adviser or any person
retained by the Trust at all reasonable times. The Subadviser will furnish
copies of such records to the Adviser or the Trust within a reasonable time
after receipt of a request from either the Adviser or the Trust. Where
applicable, such records shall be maintained by the Subadviser for the periods
and in the places required by Rule 31a 2 under the 1940 Act.
i. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser
has adopted and implemented written policies and procedures reasonably
designed to prevent violation of the Advisers Act and any rules thereunder by
the Subadviser and its supervised persons. Further, the Subadviser reviews
and shall continue to review, at least annually, its written policies and
procedures and the effectiveness of their implementation and shall designate
an individual (who is a supervised person) who is responsible for
administering such policies and procedures.
j. The Subadviser shall:
i. Comply with the Trusts written compliance policies and procedures pursuant
to Rule 38a-1 under the 1940 Act;
ii. Promptly provide to the Adviser copies of its annual compliance review
report (or a summary of the process and findings), as well as copies of such
tems as third-party compliance audits;
iii. Notify the Adviser promptly after the completion by the SEC or other
regulators or a Self-Regulatory Organization (SRO) of an examination,
inquiry, investigation or institution of a proceeding relating directly or
indirectly to the Portfolio or that would have a material impact on the
Subadviser; and
iv. Notify the Adviser promptly of any material compliance matters (as defined
in Rule 38a-1 under the 1940 Act) relating directly or indirectly to the
Portfolio, the Trust, the Adviser or the Subadviser of which it is aware and
actions taken in response to issues or items raised by the SEC, an SRO or
other regulators.
k. The Subadviser shall (1) maintain procedures regarding the use of
derivatives, and (2) provide such certifications and reports regarding the use
of derivatives, including with respect to asset segregation, as may be
reasonably requested by the Trust or the Adviser.
l. The Subadviser shall bear its expenses of providing services pursuant to
this Agreement, but shall not be obligated to pay any expenses of the Adviser,
the Trust, or the Portfolio, including without limitation: (a) interest and
taxes; (b) brokerage commissions and other costs in connection with the
purchase or sale of securities or other financial instruments for the
Portfolio; and (c) custodian fees and expenses.
m. The Subadviser shall, as part of a complete portfolio compliance testing
program, perform quarterly diversification testing of the Portfolio under
Section 817(h) of the Code. The Subadviser shall provide timely notice each
calendar quarter that such diversification was satisfied or if not satisfied,
that corrections were made within 30 days of the end of the calendar quarter.
n. The Subadviser shall be responsible for the preparation and filing of
Schedules 13D and 13G and Forms 13F (as well as other filings triggered by
ownership in securities and other investments under other applicable laws,
rules and regulations) on behalf of the Portfolio.
o. The Subadviser shall provide assistance in determining the fair value
of all securities and other investments/assets in the Portfolio as necessary,
and, use reasonable efforts to arrange for the provision of valuation
information or a price(s) from a party(ies) independent of the Subadviser for
each security or other investment/asset in the Portfolio for which market
prices are not readily available or not reliable.
p. The Subadviser will notify the Trust and the Adviser of (i) any assignment
of this Agreement or change of control of the Subadviser, as applicable, and
(ii) any changes in the key personnel who are either the portfolio manager(s)
of the Portfolio or senior management of the Subadviser, in each case prior to
or promptly after, such change. The Subadviser agrees to bear all reasonable
expenses of the Trust, if any, arising out of any assignment by, or change in
control of the Subadviser and any changes in the key personnel who are either
the portfolio manager(s) of the Portfolio or senior management of the
Subadviser. In the case of an assignment of this Agreement or a change in
control, such expenses are agreed to include reimbursement of reasonable costs
associated with preparing, printing and mailing information statements to
existing shareholders of the Portfolio. In the case of changes in key
personnel, such expenses are agreed to include reimbursement of reasonable
costs associated with preparing, printing and mailing any supplements to the
prospectus to existing shareholders of the Portfolio if such changes involve
personnel who are either the portfolio manager(s) of the Portfolio or senior
management of the Subadviser identified in the prospectus or Statement of
Additional Information.
q. The Subadviser may, but is not obligated to, combine or batch orders for
client portfolios to obtain best execution, to negotiate more favorable
commission rates or to allocate equitably among the Subadvisers clients
differences in prices and commissions or other transaction costs that might
have been obtained had such orders been placed independently. Under this
procedure, transactions will be averaged as to price and transaction costs and
typically will be allocated among the Subadvisers clients in proportion to
the purchase and sale orders placed for each client account on any given day.
If the Subadviser cannot obtain execution on all the combined orders at
prices or for transaction costs that the Subadviser believes are desirable,
the Subadviser will allocate the securities the Subadviser does buy or sell as
part of the combined orders by following the Subadvisers order allocation
procedures.
r. In accordance with Rule 17a-10 under the 1940 Act and any other applicable
law, the Subadviser shall not consult with any other subadviser to the
Portfolio or any subadviser to any other portfolio of the Trust or to any
other investment company or investment company series for which the Adviser
serves as investment adviser concerning transactions of the Portfolio in
securities or other assets, other than for purposes of complying with
conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.
3. Compensation of the Subadviser. In consideration of services rendered
pursuant to this Agreement, the Adviser will pay the Subadviser a fee at the
annual rate set forth in Schedule A hereto. Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently
than quarterly, as the Adviser is paid by the Portfolio pursuant to the
Management Agreement. If the Subadviser shall serve for less than the whole of
any month, the foregoing compensation shall be prorated. For the purpose of
determining fees payable to the Subadviser, the value of the Portfolios net
assets allocated to the Subadviser by the Adviser shall be computed at the
times and in the manner specified in the Trusts Registration Statement.
4. Activities of the Subadviser. The services of the Subadviser hereunder
are not to be deemed exclusive, and the Subadviser shall be free to render
similar services to others and to engage in other activities, so long as the
services rendered hereunder are not impaired and except as the Subadviser and
the Adviser may otherwise agree from time to time in writing before or after
the date hereof.
The Subadviser shall be subject to a written code of ethics adopted by it that
conforms to the requirements of Rule 204A-1 of the Advisers Act and Rule
17j-1(b) of the 1940 Act.
5. Use of Names. The Subadviser hereby consents to the Portfolio being named
the Frontier Mid Cap Growth Portfolio. The Adviser shall not use the name
Frontier Capital Management, LLC and any of the other names of the
Subadviser or its affiliated companies and any derivative or logo or trade or
service mark thereof, or disclose information related to the business of the
Subadviser or any of its affiliates in any prospectus, sales literature or
other material relating to the Trust in any manner not approved prior thereto
by the Subadviser; provided, however, that the Subadviser shall approve all
uses of its name and that of its affiliates which merely refer in accurate
terms to its appointment hereunder or which are required by the SEC or a
state securities commission; and provided, further, that in no event shall
such approval be unreasonably withheld. The Subadviser shall not use the name
of the Trust, the Adviser or any of their affiliates in any material relating
to the Subadviser in any manner not approved prior thereto by the Adviser;
provided, however, that the Adviser shall approve the uses of its or the
Trusts name which merely refer in accurate terms to the appointment of the
Subadviser hereunder or which are required by the SEC, a state securities
commission or any other regulatory body to which it is subject; and, provided,
further, that in no event shall such approval be unreasonably withheld.
The Adviser recognizes that from time to time trustees, officers and employees
of the Subadviser may serve as directors, trustees, partners, officers and
employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities
may include the name Frontier Capital Management Company, LLC or any
derivative or abbreviation thereof as part of their name, and that the
Subadviser or its affiliates may enter into investment advisory,
administration or other agreements with such other entities.
6. Liability and Indemnification.
a. Except as may otherwise be provided by the 1940 Act or any other applicable
law, the Subadviser shall not be liable for any losses, claims, damages,
liabilities or litigation (including legal and other expenses) incurred or
suffered by the Adviser or the Trust as a result of any error of judgment or
mistake of law by the Subadviser with respect to the Portfolio, except that
nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Subadviser for, and the
Subadviser shall indemnify and hold harmless the Trust, the Adviser, all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940
Act ) and all controlling persons (as described in Section 15 of the 1933 Act)
(collectively, Adviser Indemnitees) against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) to which any of the Adviser Indemnitees may become subject under the
1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at
common law or otherwise arising out of or based on (i) any willful misconduct,
bad faith, reckless disregard or gross negligence of the Subadviser in the
performance of any of its duties or obligations hereunder or (ii) any untrue
statement of a material fact contained in the Registration Statement, proxy
materials, reports, advertisements, sales literature, or other materials
pertaining to the Portfolio or the omission to state therein a material fact
known to the Subadviser which was required to be stated therein or necessary
to make the statements therein not misleading, if such statement or omission
was made in reliance upon written information furnished to the Adviser or the
Trust by the Subadviser Indemnitees (as defined below) for use therein.
b. Except as may otherwise be provided by the 1940 Act or any other applicable
law, the Adviser and the Trust shall not be liable for any losses, claims,
damages, liabilities or litigation (including legal and other expenses)
incurred or suffered by the Subadviser as a result of any error of judgment
or mistake of law by the Adviser with respect to the Portfolio, except that
nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Adviser for, and the Adviser
shall indemnify and hold harmless the Subadviser, all affiliated persons
thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all
controlling persons (as described in Section 15 of the 1933 Act)
(collectively, Subadviser Indemnitees) against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) to which any of the Subadviser Indemnitees may become subject under
the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at
common law or otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard or gross negligence of the Adviser
in the performance of any of its duties or obligations hereunder or (ii) any
untrue statement of a material fact contained in the Registration Statement,
proxy materials, reports, advertisements, sales literature, or other materials
pertaining to the Portfolio or the omission to state therein a material fact
known to the Adviser which was required to be stated therein or necessary to
make the statements therein not misleading, unless such statement or omission
was made in reliance upon written information furnished to the Subadviser by
an Adviser Indemnitee for use therein.
7. Limitation of Trusts Liability. The Subadviser acknowledges that it has
received notice of and accepts the limitations upon the Trusts liability set
forth in the Trusts Charter Documents. The Subadviser agrees that any of
the Trusts obligations shall be limited to the assets of the Portfolio and
that the Subadviser shall not seek satisfaction of any such obligation from
the shareholders of the Trust nor from any Trustee, officer, employee or agent
of or other series of the Trust.
8. Renewal, Termination and Amendment. This Agreement shall continue in
effect, unless sooner terminated as hereinafter provided, until December 31,
2014 and shall continue in full force and effect for successive periods of
one year thereafter, but only so long as each such continuance as to the
Portfolio is specifically approved at least annually by vote of the holders of
a majority of the outstanding voting securities of the Portfolio or by vote
of a majority of the Trusts Board of Trustees; and further provided that such
continuance is also approved annually by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
such party. This Agreement may be terminated as to the Portfolio at any time,
without payment of any penalty, by the Trusts Board of Trustees, by the
Adviser, or by a vote of the majority of the outstanding voting securities of
the Portfolio upon 60 days prior written notice to the Subadviser, or by the
Subadviser upon 90 days prior written notice to the Adviser, or upon such
shorter notice as may be mutually agreed upon. This Agreement shall
terminate automatically and immediately upon termination of the Management
Agreement between the Adviser and the Trust. This Agreement shall terminate
automatically and immediately in the event of its assignment, except as
otherwise provided by any rule of, or action by, the SEC. The terms
assignment and vote of a majority of the outstanding voting securities
shall have the meaning set forth for such terms in the 1940 Act and the rules,
regulations and interpretations thereunder. This Agreement may be amended by
written instrument at any time by the Subadviser and the Adviser, subject to
approval by the Trusts Board of Trustees and, if required by applicable SEC
rules, regulations, or orders, a vote of a majority of the Portfolios
outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by any
party to this Agreement to the other party or parties shall be treated as
confidential and shall not be disclosed to third parties without the consent
of the other party hereto except as required by law, rule or regulation. All
information disclosed as required by law, rule or regulation shall
nonetheless continue to be deemed confidential.
The Adviser and Subadviser hereby consent to the disclosure to third parties
of (i) investment results and other data of the Adviser, the Subadviser or the
Portfolio in connection with providing composite investment results of the
Subadviser and (ii) investments and transactions of the Adviser, the
Subadviser or the Portfolio in connection with providing composite information
of clients of the Subadviser.
10. Cooperation with Regulatory Authorities. The parties to this Agreement
each agree to cooperate in a reasonable manner with each other in the event
that any of them should become involved in a legal, administrative, judicial
or regulatory action, claim, or suit as a result of performing its obligation
s under this Agreement.
11. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
12. Custodian. The Portfolio assets shall be maintained in the custody of
its custodian. Any assets added to the Portfolio shall be delivered directly
to such custodian. The Subadviser shall provide timely instructions directly
to the custodian, in the manner and form as required by the agreement between
the Trust and the custodian in effect from time to time (including with
respect to exchange offerings and other corporate actions) necessary to
effect the investment and reinvestment of the Portfolios assets. The
Subadviser shall provide to the Adviser a list of the persons whom the
Subadviser wishes to have authorized to give written and/or oral instructions
to custodians of assets of the Portfolio.
13. Notices. All notices hereunder shall be provided in writing, by
facsimile or by e-mail. Notices shall be deemed given if delivered in person
or by messenger, certified mail with return receipt, or by a reputable
overnight delivery service that provides evidence of receipt to the parties;
upon receipt if sent by facsimile; or upon read receipt or reply if delivered
by e-mail, at the following addresses:
If to Trust: Metropolitan Series Fund
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
(000) 000-0000 (fax)
xxxxxxxx@xxxxxxx.xxx (e-mail)
If to Adviser: MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
(000) 000-0000 (fax)
xxxxxxxx@xxxxxxx.xxx (e-mail)
If to Subadviser: Frontier Capital Management Co., LLC
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxxx
xxxxxxxxxx@xxxxxxxxxxx.xxx
14. Information. The Adviser hereby acknowledges that it and the Trustees of
the Trust have been provided with a copy of Part 2 of the Subadvisers Form
ADV.
15. Miscellaneous. The Trust is an intended third-party beneficiary of this
Agreement. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof. Each party agrees
to perform such further actions and execute such further documents as are
necessary to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the
State of Delaware and the applicable provisions of the 1940 Act. The captions
in this Agreement are included for convenience only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
16. Electronic Delivery. The Adviser consents to electronic delivery of all
notices, disclosures, and other account-related information required to be
sent to the Adviser by the Subadviser under this Agreement or by law or
regulation, and such delivery will be deemed effective delivery pursuant to
such requirements, whether or not the Adviser accesses or reviews the
communication. Such consent will remain in effect unless revoked by the
Adviser. If at any time the Adviser wishes to revoke consent to receive
electronic delivery of such material, or the Adviser wishes to request one or
more documents be sent by another transmission method, the Adviser will
notify the Subadviser in writing, and such request will be processed and
become effective within a reasonable time thereafter. The Adviser understands
that it may take a period of time for the Subadviser to process such a
request, and the Adviser agrees to receive electronic delivery of such
material in the interim. Although the Adviser consents to electronic
delivery of such material, the Subadviser may elect to deliver such material
by other means, which will not affect the Advisers consent.
The Subadviser may send information by e-mail with attachments in various
electronic file formats, including Excel, PowerPoint, and Adobe pdf files,
and the Adviser acknowledges and confirms that the Adviser has the necessary
technology and ability to read e-mails and files sent in such formats. The
Adviser acknowledges and understands that e-mails sent by the Subadviser are
not encrypted and, therefore, such e-mails and their attachments may be
vulnerable to interception by third parties. The Adviser agrees to maintain
a valid e-mail address to be used by the Subadviser for communications to the
Adviser, and to notify the Subadviser promptly of any change in this e-mail
address.
17. Provision Regarding Use of a Third-Party Service Provider. The Subadviser
may delegate certain obligations of the Subadviser to perform services under
this Agreement to Third-Party Service Provider(s) (as defined below).The
Subadviser agrees that it will be responsible for the actions of such
Third-Party Service Providers in performing such services on its behalf to the
same extent that the Subadviser would be responsible if the Subadviser were
to perform such services itself.
For clarity, the term Third-Party Service Provider as used herein includes
only those service providers utilized by the Subadviser to provide services
in relation to the Portfolio for which the Subadviser is responsible under
this Agreement, including, but not limited to, proxy voting administration
and portfolio accounting and reconciliation. However, the term Third-Party
Service Provider as used herein does not include those service providers who
may provide services in relation to the Portfolio which are not the
responsibility of the Subadviser under this Agreement, including, but not
limited to, broker dealer services and custodial services.
[Remainder of page left intentionally blank. Signature page follows.]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
METLIFE ADVISERS, LLC
BY: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Senior Vice President
FRONTIER CAPITAL MANANGEMENT COMPANY, LLC
BY: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: COO & CCO
SCHEDULE A
Percentage of average daily net assets of the Portfolio
assets allocated to the Subadviser by the Adviser
First $500,000,000 0.425%
Next $350,000,000 0.350%
Next $400,000,000 0.325%
Excess over $1,250,000,000 0.300%
