METROPOLITAN SERIES FUND II
SUB-INVESTMENT MANAGEMENT AGREEMENT
MetLife Stock Index Portfolio II
AGREEMENT made this 6th day of November, 2003, by and between
Metropolitan Series Fund II (the "Fund"), a Massachusetts business trust,
on behalf of its MetLife Stock Index Portfolio II (the "Portfolio"), MetLife
Advisers, LLC (the "Manager"), a Delaware limited liability company,
and Metropolitan Life Insurance Company, a New York corporation (the
"Sub-Adviser").
W I T N E S S E T H :
WHEREAS, the Fund and the Manager have entered into an Investment
Management Agreement dated as of November 6, 2003 (the "Advisory
Agreement"), pursuant to which the Manager provides investment
management and administrative services to the Portfolio;
WHEREAS, the Advisory Agreement provides that the Manager may
delegate any or all of its investment management responsibilities under the
Advisory Agreement to one or more sub-investment managers;
WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to
render investment management services in the manner and on the terms
set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Fund, the Manager and the
Sub-Adviser agree as follows:
ARTICLE 1.
Duties of the Sub-Adviser
(a) Subject to the supervision and approval of the Manager and the Fund's
Board of Trustees, the Sub-Adviser will manage the investment and
reinvestment of the assets of the Portfolio for the period and on the terms
and conditions set forth in this Agreement. In acting as Sub-Adviser to the
Fund with respect to the Portfolio, the Sub-Adviser 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
Agreement and Declaration of Trust and Bylaws, 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 Trustees of the Fund or
the Manager at any time, however, make any definite determination as to
investment policy and notify in writing the Sub-Adviser thereof, the Sub-
Adviser 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-Adviser 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.
(b) In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Adviser 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-Adviser or the Sub-Adviser's general account and separate
accounts. The Sub-Adviser 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.
(c) In connection with these services, the Sub-Adviser will provide
investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of its assets. The Sub-Adviser will have
the responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Adviser to manage the Portfolio in a manner that is
consistent with the investment objective and policies of the Portfolio set
forth in the Prospectus, as from time to time amended, and communicated
in writing to the Sub-Adviser, and consistent with applicable law,
including, but not limited to, the Investment Company Act and the rules
and regulations thereunder and the applicable provisions of the Internal
Revenue Code and the rules and regulations thereunder (including,
without limitation, subchapter M of the Code and the investment
diversification aspects of Section 817(h) of the Code).
(d) The Sub-Adviser will furnish the Manager and the Fund such
statistical information, including prices of securities in situations where a
fair valuation determination is required or when a security cannot be
priced by the Fund's accountants, including prices of securities in
situations where a fair valuation determination is required or when a
security cannot be priced by the Fund's accountants, with respect to the
investments it makes for the Portfolio as the Manager and the Fund may
reasonably request. On its own initiative, the Sub-Adviser will apprise the
Manager and the Fund of important developments materially affecting the
Portfolio, including but not limited to any change in the personnel of the
Sub-Adviser responsible for the day-to-day investment decisions made by
the Sub-Adviser for the Portfolio and any material legal proceedings
against the Sub-Adviser by the Securities and Exchange Commission
relating to violations of the federal securities laws by the Sub-Adviser, and
will furnish the Manager and the Fund from time to time with similar
material information that is believed appropriate for this purpose. In
addition, the Sub-Adviser will furnish the Manager and the Fund's Board
of Trustees such periodic and special reports as either of them may
reasonably request.
(e) The Sub-Adviser will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Manager
agree, as an inducement to the Sub-Adviser's undertaking so to do, that
the Sub-Adviser will not be liable under this Agreement for any mistake of
judgment or in any other event whatsoever, except as hereinafter provided.
The Sub-Adviser 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 Manager in any
way or otherwise be deemed an agent of the Fund or the Manager other
than in furtherance of its duties and responsibilities as set forth in this
Agreement.
(f) Notwithstanding any other provision of this Agreement, the Fund, the
Manager and the Sub-Adviser may agree to the employment of a Sub-
Sub-Adviser 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-Adviser shall be the sole
responsibility of the Sub-Adviser and the duties and responsibilities of the
Sub-Sub-Adviser shall be as set forth in a sub-sub-advisory agreement
among the Manager, the Sub-Adviser and the Sub-Sub-Adviser.
(g) Unless the Manager gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interest of the Portfolio's
shareholders to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio are
invested.
(h) The Sub-Adviser shall provide to the Manager a list of the persons
whom the Sub-Adviser wishes to have authorized to give written and/or
oral instructions to custodians of assets of the Portfolio.
ARTICLE 2.
Sub-Adviser Fee
(a) The payment of advisory fees and the allocation of charges and
expenses between the Fund and the Manager with respect to the Portfolio
are set forth in the Advisory Agreement. Nothing in this 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-Adviser
under this Agreement shall be the sole concern of the Manager and the
Sub-Adviser and shall not be the responsibility of the Fund.
(b) In consideration of services rendered pursuant to this Agreement, the
Manager will pay the Sub-Adviser 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-Adviser 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.
(c) For the purpose of determining the fees payable to the Sub-Adviser,
the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Adviser 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 Manager
agrees to pay.
(d) The Sub-Adviser agrees to notify promptly, upon written request, the
Manager if, for any other registered investment company having a
substantially similar investment program, it agrees to (1) provide more
services or bear more expenses for a comparable or lower fee; and (2)
provide comparable services and bear comparable expenses for a lower
fee.
(e) The Sub-Adviser 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
anysuch persons will be paid by the Sub-Adviser, and no obligation will
be incurred by, or on behalf of, the Fund or the Manager with respect to
them.
(f) The Fund and the Manager understand that the Sub-Adviser 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
Manager have no objection to the Sub-Adviser's so acting. In addition,
the Fund understands that the persons employed by the Sub-Adviser to
assist in the performance of the Sub-Adviser'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-Adviser's right or the right of any of
the Sub-Adviser's affiliates to engage in and devote time and attention to
other businesses or to render other services of whatever kind or nature.
(g) The Sub-Adviser agrees that all books and records which it maintains
for the Fund are the Fund's property. The Sub-Adviser also agrees upon
request of the 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-Adviser
further agrees to maintain and preserve the Fund's books and records in
accordance with the Investment Company Act and rules thereunder.
(h) The Sub-Adviser 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-Adviser in
the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
(i) The Manager has herewith furnished the Sub-Adviser copies of the
Fund's Prospectus, Agreement and Declaration of Trust and Bylaws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Adviser copies of any amendments or supplements thereto
before or at the time the amendments or supplements become effective.
The Sub-Adviser will be entitled to rely on all documents furnished to it
by the Manager or the Fund.
(j) The Sub-Adviser shall not consult with a sub-adviser to another series
of the Fund (other than an affiliated person of the Sub-Adviser)
concerning transactions of the Portfolio in securities or other assets. To
the extent that multiple sub-advisers serve as investment advisers to the
Portfolio, the Sub-Adviser shall be responsible for providing investment
advice only with respect to such portion of the Portfolio as may from time
to time be determined by the Manager.
ARTICLE 3.
Duration and Termination of this Agreement
(a) This Agreement shall become effective as of the date first above
written and shall continue in effect for two years from the date of
execution and from year to year thereafter so long as such continuance is
specifically approved at least annually by (i) the Board of Trustees of the
Fund, or by the vote of a majority of the outstanding shares of the
Portfolio, and (ii) a majority of those Trustees 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.
(b) This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Trustees of the
Fund, or by vote of a majority of the outstanding shares of the Portfolio,
on sixty days' written notice to the Manager and Sub-Adviser, or by the
Manager on thirty days' written notice to the Sub-Adviser and the Fund,
or by the Sub-Adviser on sixty days' written notice to the Manager and the
Fund. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Advisory 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,
subject, however, to such exemptions as may be granted by the Securities
and Exchange Commission under the Investment Company Act.
ARTICLE 5.
Amendments of this Agreement
This Agreement may be amended at any time by mutual consent of the
Fund, the Manager and the Sub-Adviser, provided that, if required by law
(as may be modified by exemptions received by the Manager or the Fund),
such amendment shall also have been approved by vote of a majority of
the outstanding shares of the Portfolio and by vote of a majority of the
Trustees of the Fund who are not interested persons of the Fund, the
Manager or the Sub-Adviser, cast in person at a meeting called for the
purpose of voting on such approval.
ARTICLE 6.
Governing Law
The Agreement shall be governed by and interpreted in accordance with
the laws of The Commonwealth of Massachusetts.
ARTICLE 7.
Notices
Notices to be given hereunder shall be addressed to:
Fund:
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Adviser: Xxxx X. Xxxxxx, Esq.
Senior Executive Vice President
and General Counsel
Metropolitan Life Insurance
Company: One Madison Avenue, Area 11G
Xxx Xxxx, Xxx Xxxx 00000
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties at the addresses set forth above. Notice shall
be effective upon delivery.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
METROPOLITAN SERIES
FUND II, on behalf of its
MetLife Stock Index
Portfolio II
By
/s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
METROPOLITAN LIFE
INSURANCE COMPANY
By
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Vice President
METLIFE ADVISERS, LLC
By
/s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed on behalf of the
Fund by officers of the Fund as officers and not individually and that
obligations of or arising out of this Agreement are not binding upon any of
the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Fund.
Appendix
Metropolitan Series Fund II
MetLife Stock Index Portfolio II
Fee Schedule
The fee for the Portfolio is equal to an amount representing the
actual cost (direct and indirect) to Metropolitan Life Insurance Company
(the "Sub-Adviser") of providing the services set forth in this Agreement.
Direct costs are based on actual time spent by personnel of the Sub-
Adviser involved in managing the Portfolio. Indirect costs are allocated
based primarily on the percentage the assets of the Portfolio represent of
all assets managed by the Sub-Adviser.
