METLIFE STOCK INDEX PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (the "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 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 desires to enter into a separate investment management
agreement with respect to the MetLife Stock Index Portfolio of the Fund with the
Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants hereinafter
contained, the Fund and the Investment Manager hereby agree as follows:
ARTICLE 1.
Duties of the Investment Manager.
The Fund hereby employs the Investment Manager to act as the investment adviser
to and investment manager of the MetLife Stock Index Portfolio (the "Portfolio")
and to manage the investment and reinvestment of the assets of the Portfolio and
to administer its affairs, subject to the supervision of the Board of Directors
of the Fund, for the period and on the terms and conditions set forth in this
Agreement. The Investment Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume the
obligations herein set forth for the compensation provided for herein. The
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 in any way or otherwise be deemed an agent of
the Fund other than in furtherance of its duties and responsibilities as set
forth in this Agreement.
(a) Investment Management Services. In acting as investment manager to
the Portfolio, the
Investment Manager shall regularly provide the Portfolio with such investment
research, advice and management as the Fund may from time to time consider
necessary for the proper management of the Portfolio and shall furnish
continuously an investment program and 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, 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 of the Fund then-currently effective under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the
Fund at any time, however, make any definite determination as to investment
policy and notify the Investment Manager thereof, the Investment Manager shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked. The
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
the Investment Manager. In connection with the selection of such brokers or
dealers and the placing of such orders, the Investment Manager is directed at
all times to follow the policies of the Fund as set forth in the Prospectus.
Nothing herein shall preclude the "bunching" of orders for the sale or purchase
of portfolio securities with the other Portfolios or with other accounts managed
by the Investment Manager or the Investment Manager's general account and
separate accounts. The 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.
(b) Administrative Services. In addition to the performance of investment
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the custodian, transfer agent, other shareholder
service agents, accountants, attorneys and other parties performing services or
operational functions for the Fund, (ii) to provide the Fund, at the Investment
Manager's expense, with services of persons competent to perform such
professional, administrative and clerical functions as are necessary in order to
provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of the
Fund with
all statistical information regarding investments which is reasonably required
by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
Agreement, the Fund and the Investment Manager may agree to the employment of a
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-Investment Manager shall be the sole
responsibility of the Investment Manager and the duties and responsibilities of
the Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
(a) The Investment Manager. In addition to the compensation paid to any
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all other
Fund expenses, including but not limited to the following expenses: the fee
referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions insurance; and
extraordinary or non-recurring expenses (such as legal claims and liabilities
and litigation costs and any indemnification related thereto) attributable to
the Portfolio. The Fund shall allocate the appropriate portion of the foregoing
expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the sale
of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
For the services rendered, the facilities furnished and expenses assumed by the
Investment Manager, the Fund shall pay to the Investment Manager at the end of
each calendar month a fee which shall accrue daily at the annual rate specified
by the schedule of fees in the Appendix to this Agreement. The average daily
value of the net assets of the Portfolio shall be determined and computed in
accordance with the description of the method of determination of net asset
value contained in the Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
(a) In the performance of advisory services as provided in Article 1(a), the
Investment Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article 1(b)
and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
The services of the Investment Manager under this Agreement are not to be deemed
exclusive, and the Investment Manager shall be free to render similar services
to others so long as its services hereunder are not impaired thereby. It is
understood that directors, officers, employees and shareholders of the Fund are
or may become interested in the Investment Manager, as directors, officers,
employees or policyholders or otherwise and that directors, officers, employees
or policyholders of the Investment Manager are or may become similarly
interested in the Fund, and that the Investment Manager is or may become
interested in the Fund as shareholder or otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 2002 and thereafter shall continue in
effect, but only so long as such
continuance is specifically approved at least annually by (i) the Board of
Directors of the Fund, or by the vote of a majority of the outstanding shares of
the Portfolio, and (ii) a majority of those directors who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Investment Manager, or by the Investment Manager on sixty
days' written notice to the Fund. This Agreement shall automatically terminate
in the event of its assignment.
ARTICLE 7.
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 8.
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 9.
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.
METROPOLITAN SERIES FUND, INC.
By: /S/ XXXXXXXXXXX X. XXXXXXXX
__________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: /s/ XXXXX X. XXXXXXX
______________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: /S/ XXXX X. XXXXXXX, XX.
__________________________________
Xxxx X. Xxxxxxx, Xx., Senior
Vice-President
Attest: /S/ XXXXXX X. XXXX
________________________
Name:
Title:
APPENDIX
METROPOLITAN LIFE INSURANCE COMPANY, INC.
MetLife Stock Index Portfolio
..25% of the average daily value of the net assets of the Portfolio.
