EXHIBIT (d)(b)(20)
XXXXXX XXXXXXX EAFE(R)INDEX PORTFOLIO SUB-INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May, 2001, among Metropolitan Series Fund, Inc.,
a Maryland corporation (the "Fund"), MetLife Advisers, LLC (the "Investment
Manager"), a Delaware limited liability company, and Metropolitan Life Insurance
Company, a New York corporation (the "Sub-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 Sub-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; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the Xxxxxx Xxxxxxx EAFE(R) Index Portfolio as set forth in the Xxxxxx
Xxxxxxx EAFE(R) Index Portfolio Investment Management Agreement dated May 1,
2001 between the Fund and the Investment Manager (the "Xxxxxx Xxxxxxx EAFE(R)
Index Portfolio Investment Management Agreement"); and the Fund and the
Investment Manager desire to enter into a separate sub-investment management
agreement with respect to the Xxxxxx Xxxxxxx EAFE(R) Index Portfolio of the Fund
with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, the Fund, the Investment Manager and the Sub-Investment Manager
hereby agree as follows:
ARTICLE 1.
Duties of the Sub-Investment Manager
Subject to the supervision and approval of the Investment Manager and the Fund's
Board of Directors, the Sub-Investment Manager will manage the investment and
reinvestment of the assets of the Fund's Xxxxxx Xxxxxxx EAFE(R) Index Portfolio
(the "Portfolio") for the period and on the terms and conditions set forth in
this Agreement. In acting as Sub-Investment Manager to the Fund with respect to
the Portfolio, the Sub-Investment Manager 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 in which it may invest,
subject always to any
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 and statement of additional information of the Fund
then currently effective under the Securities Act of 1933 (the "Prospectus").
Should the Board of Directors of the Fund or the Investment Manager at any time,
however, make any definite determination as to investment policy and notify in
writing the Sub-Investment Manager thereof, the Sub-Investment Manager shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified in writing that such determination has been revoked.
The Sub-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 it.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Sub-Investment Manager is directed at all times to follow the
policies of the Fund set forth in the Prospectus. Nothing herein shall preclude
the "bunching" of orders for the sale or purchase of portfolio securities with
other Fund portfolios or with other accounts managed by the Sub-Investment
Manager. The Sub-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.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a manner
that is consistent with the investment objective and policies of the Portfolio
set forth in the Prospectus, as from time to time amended, and communicated in
writing to the Sub-Investment Manager, and consistent with applicable law,
including, but not limited to, the Investment Company Act and the rules and
regulations thereunder and the applicable provisions of the Internal Revenue
Code and the rules and regulations thereunder (including, without limitation,
subchapter M of the Code and the investment diversification aspects of Section
817(h) of the Code).
The Sub-Investment Manager will furnish the Investment Manager and the Fund such
statistical information, including prices of securities in situations where a
fair valuation determination is required or when a security cannot be priced by
the Fund's accountants, including prices of securities in situations where a
fair valuation determination is required or when a security cannot be priced by
the Fund's accountants, with respect to the investments it makes for the
Portfolio as the Investment Manager and the Fund may reasonably request. On its
own initiative, the Sub-Investment Manager will apprise the Investment Manager
and the Fund of important developments materially affecting the Portfolio,
including but not limited to any change in the personnel of the Sub-Investment
Manager responsible for the day to day investment decisions made by the
Sub-Investment Manager for the Portfolio and any material legal proceedings
against the Sub-Investment Manager by the Securities and Exchange Commission
relating to violations of the federal securities laws by the Sub-Investment
Manager, and will furnish the
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Investment Manager and the Fund from time to time with similar material
information that is believed appropriate for this purpose. In addition, the
Sub-Investment Manager will furnish the Investment Manager and the Fund's Board
of Directors such periodic and special reports as either of them may reasonably
request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment Manager
agree, as an inducement to the Sub-Investment Manager's undertaking so to do,
that the Sub-Investment Manager will not be liable under this Agreement for any
mistake of judgment or in any other event whatsoever, except as hereinafter
provided. The Sub-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 or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or the Investment Manager
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the Investment
Manager and the Sub-Investment Manager may agree to the employment of a
Sub-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-Sub-Investment Manager shall be the sole
responsibility of the Sub-Investment Manager and the duties and responsibilities
of the Sub-Sub-Investment Manager shall be as set forth in a sub-sub-investment
management agreement among the Investment Manager, the Sub-Investment Manager,
the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Sub-Investment Management Fee
The payment of advisory fees and the allocation of charges and expenses between
the Fund and the Investment Manager with respect to the Portfolio are set forth
in the Xxxxxx Xxxxxxx EAFE(R) Index Portfolio Investment Management Agreement.
Nothing in this Xxxxxx Xxxxxxx EAFE(R) Index Portfolio Sub-Investment Management
Agreement shall change or affect that arrangement. The payment of advisory fees
and the apportionment of any expenses related to the services of the
Sub-Investment Manager under this Agreement shall be the sole concern of the
Investment Manager and the Sub-Investment Manager and shall not be the
responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the Investment
Manager will pay the Sub-Investment Manager on the first business day of each
month the fee at the annual rate specified by the schedule of fees in the
Appendix to this Agreement. The fee for any period from the date the Portfolio
commences operations to the end of the month will be prorated according to the
proportion which the period bears to the full month, and, upon any termination
of this Agreement before the end of any month, the fee for the part of the month
during which the Sub-Investment Manager acted under this Agreement will be
prorated according to the proportion which the period bears to the full month
and will be payable upon the date of termination of this Agreement.
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For the purpose of determining the fees payable to the Sub-Investment Manager,
the value of the Portfolio's net assets will be computed in the manner specified
in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own
expenses (such as research costs) in connection with the performance of its
duties under this Agreement except for those which the Investment Manager agrees
to pay.
The Sub-Investment Manager agrees to notify promptly, upon written request, the
Investment Manager if, for any other registered investment company having a
substantially similar investment program, it agrees to (1) provide more services
or bear more expenses for a comparable or lower fee; and (2) provide comparable
services and bear comparable expenses for a lower fee.
Other Matters.
The Sub-Investment Manager may from time to time employ or associate with itself
any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment Manager
now acts and will continue to act as investment manager to various investment
companies and fiduciary or other managed accounts, and the Fund and the
Investment Manager have no objection to the Sub-Investment Manager's so acting.
In addition, the Fund understands that the persons employed by the
Sub-Investment Manager to assist in the performance of the Sub-Investment
Manager's duties hereunder will not devote their full time to such service, and
nothing herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it maintains
for the Fund are the Fund's property. The Sub-Investment Manager also agrees
upon request of the Investment Manager or the Fund, promptly to surrender the
books and records to the requester or make the books and records available for
inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve the Fund's books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager copies
of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in
effect and agrees
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during the continuance of this Agreement to furnish the Sub-Investment Manager
copies of any amendments or supplements thereto before or at the time the
amendments or supplements become effective. The Sub-Investment Manager will be
entitled to rely on all documents furnished to it by the Investment Manager or
the Fund.
ARTICLE 3.
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, 2002 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, 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 and Sub-Investment Manager, or by the
Investment Manager on thirty days' written notice to the Sub-Investment Manager
and the Fund, or by the Sub-Investment Manager on sixty days' written notice to
the Investment Manager and the Fund. This Agreement shall automatically
terminate in the event of its assignment or in the event of the termination of
the Xxxxxx Xxxxxxx EAFE(R) Index Portfolio Investment Management Agreement.
ARTICLE 4.
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 5.
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.
ARTICLE 6.
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
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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.
ARTICLE 7.
Notices
Notices to be given hereunder shall be addressed to:
Fund: Xxxxxxxxxxx X. Xxxxxxxx
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manger: Xxxx X. Xxxxxx, Esq.
Senior Executive Vice-President
and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
Xxx Xxxx, Xxx Xxxx 00000
Changes in the foregoing notice provisions may be made by notice in writing to
the other parties at the addresses set forth above. Notice shall be effective
upon delivery.
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METROPOLITAN SERIES FUND, INC.
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
/s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx, Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx, Senior
Executive Vice-President
Attest:
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Assistant Secretary
METLIFE ADVISERS, LLC
By /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------------
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest:
/s/ Xxxxxx X. Xxxx
----------------------------
Secretary
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Appendix
METROPOLITAN LIFE INSURANCE COMPANY, INC.
XXXXXX XXXXXXX EAFE(R) INDEX PORTFOLIO
Metropolitan Series Fund Fee Schedule
The fee for the Portfolio is equal to an amount representing the actual
cost (direct and indirect) to Metropolitan of providing the services set forth
in this Agreement. Direct costs are based on actual time spent by personnel of
Metropolitan involved in managing the Portfolio. Indirect costs are allocated
based primarily on the percentage the assets of the Portfolio represent of all
assets managed by Metropolitan.
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