METROPOLITAN SERIES FUND, INC.
ADVISORY AGREEMENT
(State Street Research Large Cap Growth Portfolio)
AGREEMENT entered into on the 1st day of May, 2004 by and between
METROPOLITAN SERIES FUND, INC., a Maryland corporation (the "Fund") with respect
to its State Street Research Large Cap Growth Portfolio (the "Portfolio"), and
METLIFE ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager wish to enter into an agreement
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) will perform certain services for the
Portfolio;
NOW THEREFORE, in consideration of the premises and covenants
hereinafter contained, the parties agree as follows:
1.(a) The Fund hereby employs the Manager to furnish the Fund
with Portfolio Management Services (as defined in Section 2 hereof) and
Administrative Services (as defined in Section 3 hereof), subject to
the authority of the Manager to delegate any or all of its
responsibilities hereunder to other parties as provided in Sections
1(b) and (c) hereof. The Manager hereby accepts such employment and
agrees, at its own expense, to furnish such services (either directly
or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth,
for the compensation herein provided. The Manager shall, unless
otherwise expressly 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.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management
Services (and assumption of related expenses) to one or more other
parties (each such party, a "Sub-Adviser"), pursuant in each case to a
written agreement with such Sub-Adviser that meets the requirements of
Section 15 of the Investment Company Act of 1940 and the rules
thereunder (the "1940 Act") applicable to contracts for service as
investment adviser of a registered investment company (including
without limitation the requirements for approval by the directors of
the Fund and the shareholders of the Portfolio), subject, however, to
such exemptions as may be granted by the Securities and Exchange
Commission. Any Sub-Adviser may (but need not) be affiliated with the
Manager. If different Sub-Advisers are engaged to provide Portfolio
Management Services with respect to different segments of the
portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Administrative Services to
one or more other parties (each such party, an "Administrator")
selected by the Manager. Any Administrator may (but need not) be
affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and
financial data and information and undertaking such additional
investment research as shall be necessary or advisable for the
management of the investment and reinvestment of the assets belonging
to the Portfolio in accordance with the Portfolio's investment
objectives and policies;
(b) taking such steps as are necessary to implement the
investment policies of the Portfolio by purchasing and selling of
securities, including the placing of orders for such purchase and sale;
and
(c) regularly reporting to the Board of Directors of the Fund
with respect to the implementation of the investment policies of the
Portfolio.
3. As used in this Agreement, "Administrative Services" means the
provision to the Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon
from time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing the
affairs of the Portfolio, including personnel to perform clerical,
bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
custodial, transfer, dividend and plan agency services by the entity or
entities selected to perform such services;
(c) compensation, if any, of directors of the Fund who are
directors, officers or employees of the Manager, any Sub-Adviser or any
Administrator or of any affiliated person (other than a registered
investment company) of the Manager, any Sub-Adviser or any
Administrator;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto, all annual,
semiannual and periodic reports, and notices and proxy solicitation
material furnished to shareholders of the Fund or regulatory
authorities, to the extent that any such materials relate to the
business of the Portfolio, to the shareholders thereof or otherwise to
the Portfolio, the Portfolio to be treated for these purposes as a
separate legal entity and fund; and
2
(e) supervision and oversight of the Portfolio Management
Services provided by each Sub-Adviser, and oversight of all matters
relating to compliance by the Fund with applicable laws and with the
Portfolio's investment policies, restrictions and guidelines, if the
Manager has delegated to one or more Sub-Advisers any or all of its
responsibilities hereunder with respect to the provision of Portfolio
Management Services.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred
to in sub-section (d) of section 3;
(b) any of the costs of preparing, printing and distributing
sales literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any
Administrator or of any affiliated person (other than a registered
investment company) of the Manager, any Sub-Adviser or any
Administrator;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund
for custodial, paying agent, shareholder servicing and plan agent
services;
(f) charges and expenses of independent accountants retained by
the Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable
to the Fund in connection with securities transactions to which the
Fund is a party;
(i) taxes and fees payable by the Fund to federal, state or
other governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of
the Fund including registering and qualifying its shares with Federal
and State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the
Fund; and
(m) interest, including interest on borrowings by the Fund.
3
5. All activities undertaken by the Manager or any Sub-Adviser or
Administrator pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Directors of the Fund, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Administrator hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Administrator shall be free to render similar services to others,
so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.73% of the first $1 billion of average
daily net assets of the Portfolio and 0.65% of amounts in excess of $1 billion
of average net assets. Such compensation shall be payable monthly in arrears or
at such other intervals, not less frequently than quarterly, as the Board of
Directors of the Fund may from time to time determine and specify in writing to
the Manager. The Manager hereby acknowledges that the Fund's obligation to pay
such compensation is binding only on the assets and property belonging to the
Portfolio.
8. If the total of all ordinary business expenses of the Fund as a
whole (including investment advisory fees but excluding taxes and portfolio
brokerage commissions) for any fiscal year exceeds the lowest applicable
percentage of average net assets or income limitations prescribed by any state
in which shares of the Portfolio are qualified for sale, the Manager shall pay
such excess. Solely for purposes of applying such limitations in accordance with
the foregoing sentence, the Portfolio and the Fund shall each be deemed to be a
separate fund subject to such limitations. Should the applicable state
limitation provisions fail to specify how the average net assets of the Fund or
belonging to the Portfolio are to be calculated, that figure shall be calculated
by reference to the average daily net assets of the Fund or the Portfolio, as
the case may be.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in articles of incorporation of the Fund, the limited liability company
agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its
execution, and
(a) unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Directors of the
4
Fund or by vote of a majority of the outstanding voting securities of
the Portfolio, and (ii) by vote of a majority of the directors of the
Fund who are not interested persons of the Fund or the Manager, cast
in person at a meeting called for the purpose of voting on, such
approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio;
(c) this Agreement shall automatically terminate in the event of
its assignment;
(d) this Agreement may be terminated by the Manager on ninety
days' written notice to the Fund;
Termination of this Agreement pursuant to this section 10 shall be
without the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of its obligations
and duties hereunder, the Manager shall not be subject to any liability to the
Fund, to any shareholder of the Fund or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its State Street
Research Large Cap Growth Portfolio
By:_________________________________ By: ______________________________
Xxxx X. Xxxxxxx, Xx. Xxxx X. Xxxxxxx, Xx.
Senior Vice President Senior Vice President
6
