EXHIBIT 99.5(D)
STATE STREET RESEARCH GROWTH PORTFOLIO AMENDED SUB-INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987 and amended effective the
first day of August, 1997, among Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment
Manager"), a New York corporation, and State Street Research & Management
Company, a Delaware 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 rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
2
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the State Street Research Growth Portfolio as set forth in the State
Street Research Growth Portfolio Investment Management Agreement dated April 29,
1987, between the Fund and the Investment Manager (the "State Street Research
Growth 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 State Street Research Growth 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 State Street Research Growth
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
3
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
4
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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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
5
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.
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 State Street Research Growth Portfolio Investment Management
Agreement. Nothing in this State Street Research Growth 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
6
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.
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.
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
7
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
8
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, 1998 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 or Sub-Investment Manager on sixty days'
written notice to the Fund. This Agreement shall automatically
9
terminate in the event of its assignment or in the event of the termination of
the State Street Research Growth 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 Company Act. To the extent that
the applicable law of
10
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. XXXXXX, ESQ.
EXECUTIVE VICE-PRESIDENT AND GENERAL
COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
XXX XXXXXXX XXXXXX, XXXX 00X
XXX XXXX, XXX XXXX 00000
Sub-Investment Manager: XXXXXXX X. XXXXXXXX, III
EXECUTIVE VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
STATE STREET RESEARCH & MANAGEMENT COMPANY
XXX XXXXXXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 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.
11
METROPOLITAN SERIES FUND, INC.
By__________________
President
Attest:
--------------------
Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By_________________________
Executive Vice-President
Attest:
----------------------
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT COMPANY
By_____________________
Attest:
--------------------
Secretary
00
XXXXXXXX
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Growth Portfolio
--------------------------------------
1st $500M .40%
next $500M .35%
above $1,000M .30% of the average daily value of the
net assets of the Portfolio.
STATE STREET RESEARCH INCOME PORTFOLIO AMENDED SUB-INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987 and amended effective the
first day of August, 1997, among Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment
Manager"), a New York corporation, and State Street Research & Management
Company, a Delaware 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 rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
2
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the State Street Research Income Portfolio as set forth in the State
Street Research Income Portfolio Investment Management Agreement dated April 29,
1987, between the Fund and the Investment Manager (the "State Street Research
Income 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 State Street Research Income 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 State Street Research Income
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
3
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
4
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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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
5
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.
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 State Street Research Income Portfolio Investment Management
Agreement. Nothing in this State Street Research Income 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
6
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.
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.
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
7
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
8
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, 1998 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 or Sub-Investment Manager on sixty days'
written notice to the Fund. This Agreement shall automatically
9
terminate in the event of its assignment or in the event of the termination of
the State Street Research Income 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 Company Act. To the extent that
the applicable law of
10
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. XXXXXX, ESQ.
EXECUTIVE VICE-PRESIDENT AND GENERAL
COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
XXX XXXXXXX XXXXXX, XXXX 00X
XXX XXXX, XXX XXXX 00000
Sub-Investment Manager: XXXXXXX X. XXXXXXXX, III
EXECUTIVE VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
STATE STREET RESEARCH & MANAGEMENT COMPANY
XXX XXXXXXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 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.
11
METROPOLITAN SERIES FUND, INC.
By__________________
President
Attest:
--------------------
Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By_________________________
Executive Vice-President
Attest:
----------------------
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT COMPANY
By_____________________
Attest:
--------------------
Secretary
00
XXXXXXXX
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Income Portfolio
--------------------------------------
1st $250M .27%
next $250M .22%
above $500M .17% of the average daily value of the
net assets of the Portfolio.
STATE STREET RESEARCH DIVERSIFIED PORTFOLIO AMENDED
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987 and amended effective the
first day of August, 1997, among Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment
Manager"), a New York corporation, and State Street Research & Management
Company, a Delaware 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 rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
2
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the State Street Research Diversified Portfolio as set forth in the
State Street Research Diversified Portfolio Investment Management Agreement
dated April 29, 1987, between the Fund and the Investment Manager (the "State
Street Research Diversified 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 State Street Research Diversified
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 State Street Research Diversified
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
3
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
4
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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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
5
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.
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 State Street Research Diversified Portfolio Investment
Management Agreement. Nothing in this State Street Research Diversified
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
6
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.
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.
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
7
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
8
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, 1998 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 or Sub-Investment Manager on sixty days'
written notice to the Fund. This Agreement shall automatically
9
terminate in the event of its assignment or in the event of the termination of
the State Street Research Diversified 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 Company Act. To the extent that
the applicable law of
10
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. XXXXXX, ESQ.
EXECUTIVE VICE-PRESIDENT AND GENERAL
COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
XXX XXXXXXX XXXXXX, XXXX 00X
XXX XXXX, XXX XXXX 00000
Sub-Investment Manager: XXXXXXX X. XXXXXXXX, III
EXECUTIVE VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
STATE STREET RESEARCH & MANAGEMENT COMPANY
XXX XXXXXXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 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.
11
METROPOLITAN SERIES FUND, INC.
By__________________
President
Attest:
--------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_________________________
Executive Vice-President
Attest:
----------------------
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT COMPANY
By_____________________
Attest:
--------------------
Secretary
00
XXXXXXXX
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Diversified Portfolio
-------------------------------------------
1st $500M .35%
next $500M .30%
above $1,000M .25% of the average daily value of the
net assets of the Portfolio.
STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO AMENDED
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1988 and amended effective the
first day of August, 1997, among Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment
Manager"), a New York corporation, and State Street Research & Management
Company, a Delaware 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 rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
2
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the State Street Research Aggressive Growth Portfolio as set forth in
the State Street Research Aggressive Growth Portfolio Investment Management
Agreement dated April 29, 1988, between the Fund and the Investment Manager (the
"State Street Research Aggressive Growth 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 State Street
Research Aggressive Growth 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 State Street Research Aggressive
Growth 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
3
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
4
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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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
5
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.
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 State Street Research Aggressive Growth Portfolio Investment
Management Agreement. Nothing in this State Street Research Aggressive Growth
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
6
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.
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.
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
7
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
8
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, 1998 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 or Sub-Investment Manager on sixty days'
written notice to the Fund. This Agreement shall automatically
9
terminate in the event of its assignment or in the event of the termination of
the State Street Research Aggressive Growth 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 Company Act. To the extent that
the applicable law of
10
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. XXXXXX, ESQ.
EXECUTIVE VICE-PRESIDENT AND GENERAL
COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
XXX XXXXXXX XXXXXX, XXXX 00X
XXX XXXX, XXX XXXX 00000
Sub-Investment Manager: XXXXXXX X. XXXXXXXX, III
EXECUTIVE VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
STATE STREET RESEARCH & MANAGEMENT COMPANY
XXX XXXXXXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 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.
11
METROPOLITAN SERIES FUND, INC.
By__________________
President
Attest:
--------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_________________________
Executive Vice-President
Attest:
----------------------
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT COMPANY
By_____________________
Attest:
--------------------
Secretary
00
XXXXXXXX
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Aggressive Growth Portfolio
-------------------------------------------------
1st $500M .55%
next $500M .50%
above $1,000M .45% of the average daily value
of the net assets of the
Portfolio.
STATE STREET RESEARCH INTERNATIONAL STOCK PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of August, 1997, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and State Street
Research & Management Company, a Delaware 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 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 State Street Research International Stock Portfolio as set forth
in the State Street Research International Stock Portfolio Amended Investment
Management Agreement
1
dated April 29, 1991 between the Fund and the Investment Manager (the "State
Street Research International Stock 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 State Street Research
International Stock 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 State Street Research International
Stock 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
2
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 furnish the
Investment Manager and the Fund such statistical information 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
3
Sub-Investment Manager will apprise the Investment Manager and the Fund of
important developments materially affecting the Portfolio and will furnish the
Investment Manager and the Fund from time to time such information as may be
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.
4
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 State Street Research International Stock Investment Management
Agreement. Nothing in this State Street Research International Stock 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.
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
5
costs) in connection with the performance of its duties under this Agreement
except for those which the Investment Manager agrees to pay.
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
6
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 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, 1998 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.
7
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 or Sub-Investment Manager on sixty days' written notice
to the Fund. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the State Street Research
International Stock 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.
8
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 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. Xxxxxx, Esq.
Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx, Xxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Sub-Investment
Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
One Financial Center
9
Xxxxxx, Xxxxxxxxxxxxx 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.
10
METROPOLITAN SERIES FUND, INC.
By___________________________________________
Attest:
--------------------
METROPOLITAN LIFE INSURANCE
COMPANY
By___________________________________________
Attest:
----------------------
STATE STREET RESEARCH & MANAGEMENT COMPANY
By___________________________________________
Attest:
--------------------
00
XXXXXXXX
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research International Stock Portfolio
---------------------------------------------------
1st $500M .55%
next $500M .50%
above $1,000M .45% of the average daily value
of the net assets of the
Portfolio
00
XXXXX XXXXXX RESEARCH MONEY MARKET PORTFOLIO SUB-INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of August, 1997, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and State Street
Research & Management Company, a Delaware 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 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 State Street Research Money Market Portfolio as set forth in the
Money Market Portfolio Amended Investment Management Agreement dated April 29,
1987 between the Fund and the Investment Manager (the "State Street Research
Money Market Portfolio
1
Investment Management Agreement"); and the Fund and the Investment Manager
desire to enter into a separate sub-investment management agreement with respect
to the State Street Research Money Market 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 State Street Research Money Market
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
2
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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and
3
the Fund from time to time such information as may be 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.
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 State Street Research Money Market Portfolio Investment
Management Agreement. Nothing in this State Street Research Money Market
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.
4
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.
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.
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
5
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 during the continuance of this Agreement to
furnish the Sub-Investment Manager copies
6
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, 1998 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 or Sub-Investment Manager on sixty days' written notice
to the Fund. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the State Street Research Money
Market 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
7
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 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
8
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxx, Esq.
Executive Vice-President and General
Counsel
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx, Xxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Sub-Investment
Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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.
9
METROPOLITAN SERIES FUND, INC.
By___________________________________________
Attest:
--------------------
METROPOLITAN LIFE INSURANCE
COMPANY
By___________________________________________
Attest:
----------------------
STATE STREET RESEARCH & MANAGEMENT COMPANY
By___________________________________________
Attest:
--------------------
00
XXXXXXXX
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Money Market Portfolio
--------------------------------------------
0.25% of the average daily value of the
net assets of the Portfolio
11
