Exhibit (d)(l)
XXXXXX OAKMARK LARGE CAP VALUE PORTFOLIO
AMENDED SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 9th day of November, 1998, and amended May 1,
2000, among Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"),
Metropolitan Life Insurance Company (the "Investment Manager"), a New York
corporation, and Xxxxxx Associates L.P., a Delaware limited partnership (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 Xxxxxx Oakmark Large Cap Value Portfolio as set forth
in the Xxxxxx Oakmark Large Cap Value Portfolio Investment Management Agreement
dated October 30, 1998 between the Fund and the Investment Manager (the "Xxxxxx
Oakmark Large Cap Value 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 Xxxxxx
Oakmark Large Cap Value 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
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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 Xxxxxx Oakmark Large Cap
Value 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") and provided to Sub-Investment
Manager in writing. Should the Board of Directors of the Fund or the Investment
Manager at any time, however, make any definite
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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, to
the extent operationally feasible, 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
have the responsibility to monitor the investments of the Portfolio to the
extent necessary for the Sub-Investment Manager to manage the Portfolio in a
manner that is consistent with the investment objective and policies of the
Portfolio set forth in the Registration Statement of the Fund, as from time to
time amended, and communicated in
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writing to the Sub-Investment Manager, 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).
The Sub-Investment Manager will furnish the Investment 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, 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, including but not limited to any change in the personnel of the
Sub-Investment Manager responsible for the day to day investment decisions made
by the Sub-Investment Manager for the Portfolio and any material legal
proceedings against the Sub-Investment Manager by the Securities and Exchange
Commission relating to violations of the federal securities laws by the
Sub-Investment Manager, and will furnish the Investment Manager and the Fund
from time to time with similar material information that is 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
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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 Xxxxxx Oakmark Large Cap Value Portfolio
Investment Management Agreement. Nothing in this Xxxxxx Oakmark Large Cap Value
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
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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.
The Sub-Investment Manager agrees to notify promptly, upon written
request, the Investment 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.
Other Matters
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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.
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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 as well as the Sub-Investment
Manager's. The Sub-Investment Manager also agrees upon request of the Investment
Manager or the Fund, promptly to surrender copies of 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.
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The Investment Manager has herewith furnished the Sub-Investment
Manager copies of the Fund's Registration Statement, 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, 1999 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, by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Xxxxxx Oakmark Large Cap
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Value Portfolio Investment Management Agreement.
ARTICLE 4
Definitions
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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 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.
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ARTICLE 7
Notices
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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.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx, Xxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Sub-Investment Manager: Xxxxxx X. Xxxxxxx, CFA
Partner and Portfolio Manager
Xxxxx Xxxxxx
Partner and General Counsel
Xxxxxx Associates L.P.
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties and the addresses set forth above. Notice shall be
effective upon delivery.
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METROPOLITAN SERIES FUND, INC.
By: _______________________________
Xxxxxxxxxxx X. Xxxxxxxx
Attest:
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Xxxxxxxx X. Xxxxxxxxxxx
METROPOLITAN LIFE INSURANCE COMPANY
By: _______________________________
Xxxx X. Xxxxxx
Attest:
-----------------------
Xxxxxx X. Xxxxxxx
XXXXXX ASSOCIATES L.P.
By: _______________________________
Attest:
-----------------------
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APPENDIX
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XXXXXX ASSOCIATES L.P.
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Metropolitan Series Fund Fee Schedule
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Xxxxxx Oakmark Large Cap Value Portfolio
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0.450% on the first $100MM
0.400% on the next $400MM
0.350% thereafter
of the average daily value of the net assets of the Portfolio
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