METROPOLITAN SERIES FUND II
INVESTMENT MANAGEMENT AGREEMENT
MetLife Stock Index Portfolio II
AGREEMENT made this 6th day of November 2003, by and between
Metropolitan Series Fund II, a Massachusetts business trust (the "Fund"),
with respect to its MetLife Stock Index Portfolio II (the "Portfolio"), and
MetLife Advisers, LLC, a Delaware limited liability company (the
"Manager").
W I T N E S S E T H:
WHEREAS, the Fund and the Manager wish to enter into an agreement
setting forth the terms upon which the Manager (or certain other parties
acting pursuant to delegation from the Manager) will perform certain
services for the Portfolio;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the parties agree as follows:
ARTICLE 1.
Duties of the Manager.
The Fund hereby employs the Manager to act as the investment adviser to
and investment manager of 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 Trustees of the Fund, for the
period and on the terms and conditions set forth in this Agreement. The
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 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 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 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 at any time, however, make any
definite determination as to investment policy and notify the Manager
thereof, the 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 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 Manager. In connection
with the selection of such brokers or dealers and the placing of such
orders, the 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 Manager. The
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 Manager shall perform administrative services in
connection with the management of the Portfolio. In this connection, the
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 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 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 Manager shall comply with
all provisions of the Fund's Agreement and Declaration of Trust and
Bylaws, with all laws and regulations to which the Fund may be subject
and with all directions of the Fund's Board of Trustees.
The Manager shall supply the Board of Trustees and officers of the Fund
with all statistical information regarding investments which is reasonably
required by them and reasonably available to the Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
Agreement, the Fund and the 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 Manager and the duties and responsibilities
of the sub-investment manager shall be as set forth in a sub-investment
management agreement among the Manager, the sub-investment manager
and the Fund on behalf of the Portfolio. Any sub-investment manager
may (but need not) be affiliated with the Manager. If different sub-
investment managers are engaged to provide investment management
services with respect to different segments of the Portfolio, the Manager
shall determine, in the manner described in the Prospectus, what portion of
the assets belonging to the Portfolio shall be managed by each sub-
investment manager.
ARTICLE 2.
Allocation of Charges and Expenses.
(a) The Manager. In addition to the compensation paid to any Sub-
Investment Manager as set forth in Article 1 above, the Manager shall pay
the organization costs of the Fund relating to the Portfolio. The 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 trustees
and officers of the Fund who are not directors, officers or full-time
employees of the Manager, any Sub-Investment Manager or any affiliated
person (other than a registered investment company) of the Manager or
any Sub-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 Trustees; 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 Manager.
For the services rendered, the facilities furnished and expenses assumed
by the Manager, the Fund shall pay to the 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. The
Manager hereby acknowledges that the Fund's obligation to pay such
compensation is binding only on the assets and property belonging to the
Portfolio.
ARTICLE 4.
Limitation of Liability of the Manager.
(a) In the performance of advisory services as provided in Article 1(a), the
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 Manager. Nothing herein contained shall be
construed to protect the Manager against any liability to the Fund or its
shareholders to which the 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 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 Manager is obligated to perform hereunder, the
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 Manager.
The services of the Manager under this Agreement are not to be deemed
exclusive, and the Manager shall be free to render similar services to
others so long as its services hereunder are not impaired thereby. It is
understood that trustees, officers, employees and shareholders of the Fund
are or may become interested in the Manager, as directors, officers or
employees or otherwise and that directors, officers or employees of the
Manager are or may become similarly interested in the Fund, and that the
Manager is or may become interested in the Fund as shareholder or
otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
This Agreement shall continue in effect for two years from the date of
execution and thereafter shall continue in effect, but only 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.
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, or by the 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,
subject, however, to such exemptions as may be granted by the Securities
and Exchange Commission under the Investment Company Act..
ARTICLE 8.
Amendments of this Agreement.
This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any
exemptions received by the Manager or the Fund), such consent on the
part of the Fund shall 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 or the
Manager, cast in person at a meeting called for the purpose of voting on
such approval.
ARTICLE 9.
Governing Law.
This Agreement shall be governed by and interpreted in accordance with
the laws of The Commonwealth of Massachusetts.
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
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
..25% of the average daily value of the net assets of the Portfolio.
