Exhibit (h)(f)(1)
RESTATED EXPENSE AGREEMENT
AGREEMENT dated as of May 1, 2001 by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware Limited Liability Company (the "Adviser").
WHEREAS, the Adviser is the investment adviser of several series of
shares of common stock (each, a "Portfolio") of the Fund pursuant to separate
investment management agreements relating to each Portfolio; and
WHEREAS, the Fund and the Adviser desire to enter into an arrangement
relating to the payment of certain expenses of the Fund;
WHEREAS, the shares of each Portfolio have been divided into two or
more classes of shares (each, a "Class");
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. Until further notice from the Adviser to the Fund, but in no event prior to
April 30, 2002, the Adviser will waive such portion of the fees payable to it
under the investment management agreement relating to each Portfolio listed in
this Section 1, or pay such portion of the other operating expenses (excluding
brokerage costs, interest, taxes or extraordinary expenses) ("Operating
Expenses") allocable to each Class incurred in the operation of each Portfolio,
as is necessary to reduce the total Operating Expenses of each Class of each
Portfolio to the following annual percentages of the average daily net assets of
each Class of each Portfolio:
Portfolio/Class Percentage
--------------- ----------
Janus Growth Portfolio - Class A 0.95
Janus Growth Portfolio - Class E 1.10
Janus Growth Portfolio - Class B 1.20
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class A 1.05
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class E 1.20
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class B 1.30
2. The Fund, on behalf of each Portfolio, agrees to repay to the Adviser the
amount of fees waived and expenses borne by the Adviser with respect to each
Class of each Portfolio pursuant to Section 1 of this Agreement, subject to the
limitations provided in this Section 2. Such repayment shall be made monthly,
but only if the Operating Expenses of the Class in question, without regard to
such repayment, are at an annual rate (as a percentage of average daily net
assets of that Class) based on that Portfolio's then-current fiscal year that is
less than the percentage rate for such Class as set forth in Section 1.
Furthermore, the amount repaid by the Fund in any month shall be limited so that
the sum of (a) the amount of such repayment and (b) the other Operating Expenses
allocable to the Class do not exceed the annual rate (as a percentage of that
Class' average daily net assets) for such Class as set forth in Section 1.
Amounts of fees waived and expenses borne by the Adviser with respect to
expenses allocable to each Class pursuant to Section 1 during any fiscal year of
the applicable Portfolio shall not be repayable if the amounts allocable to such
Class and repayable by the Fund pursuant to the immediately preceding two
sentences during the period ending three years after the end of such fiscal year
are not sufficient to completely repay such amounts of fees waived and expenses
borne. In no event will the Fund be obligated to repay any fees waived or
expenses allocable to any Class borne by the Adviser with respect to any other
Class.
3. The Adviser may by notice in writing to the Fund terminate its obligation
under Section 1 to waive fees or bear expenses with respect to any Portfolio in
any period following the date specified in such notice (or change the percentage
specified in Section 1 with respect to each Portfolio), but no such change shall
affect the obligation (including the amount of the obligation) the Fund to repay
amounts of fees waived or expenses borne by the Adviser during periods prior to
the date specified in such notice, if any such obligation is in effect pursuant
to Section 2 herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
METROPOLITAN SERIES FUND, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxxxx X. Xxxxxxxx
President and Chief Operating Officer
METLIFE ADVISERS, LLC
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Senior Vice President
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