METROPOLITAN SERIES FUND, INC. AMENDMENT No. 2 TO THE SUBADVISORY AGREEMENT (Western Asset Management Strategic Bond Opportunities Portfolio)
METROPOLITAN SERIES FUND, INC.
AMENDMENT No. 2
TO THE
SUBADVISORY AGREEMENT
(Western Asset Management Strategic Bond Opportunities Portfolio)
AMENDMENT made this 17th day of November 2011 to the Subadvisory Agreement dated May 1, 2006 as amended November 19, 2009 (the “Agreement”), by and between MetLife Advisers, LLC, a Delaware limited liability company (the “Manager”), Western Asset Management Company, a California corporation (the “Subadviser”), and Western Asset Management Company Limited, a company organized under the laws of England. In consideration of the mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Paragraph 10 of the Agreement, the compensation of the Subadviser referenced in Paragraph 6, which contains the schedule of fees, is hereby amended as follows:
6. Compensation of the Subadviser. As full compensation for all services rendered, facilities furnished and expenses borne by the Subadviser hereunder, the Manager shall pay the Subadviser compensation at the annual rate of 0.300% of the first $100 million of the average daily net assets of the Portfolio, 0.200% of the next $400 million of such assets, 0.175% of the next $500 million of such assets, and 0.150% of such assets in excess of $1 billion. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Manager is paid by the Portfolio pursuant to the Advisory Agreement. If the Subadviser shall serve for less than the whole of any month or other agreed-upon interval, the foregoing compensation shall be prorated. The Manager may from time to time waive the compensation it is entitled to receive from the Fund; however, any such waiver will have no effect on the Manager’s obligation to pay the Subadviser the compensation provided for herein.
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of January 1, 2012.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first above written.
| METLIFE ADVISERS, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Senior Vice President | |
| WESTERN ASSET MANAGEMENT COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxxxx | |
| Title: | Head of Client Service & Marketing | |
| Support | ||
| WESTERN ASSET MANAGEMENT COMPANY LIMITED | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Director of Global Client Service and | |
| Marketing | ||
