EXHIBIT (d)(b)(11)
JANUS GROWTH PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May 2001, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), MetLife Advisers, LLC (the
"Investment Manager"), a Delaware limited liability company, and Janus Capital
Corporation, a Colorado corporation (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 Janus Growth Portfolio as set forth in the Janus
Growth Portfolio Investment Management Agreement dated May 1, 2001 between the
Fund and the Investment Manager (the "Janus Growth 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 Janus Growth 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
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 Janus Growth 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"). Should the Board of Directors of the Fund or the
Investment Manager at any time, however, make any definite 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
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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.
The Sub-Investment Manager makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved by
the Portfolio or that the Portfolio will perform comparably with any standard or
index, including other clients of the Sub-Investment Manager, whether public or
private.
Absent written instructions from the Investment Manager to the
contrary, the Sub-Investment Manager shall place all orders for the purchase and
sale of investment instruments for the Portfolio with brokers or dealers
selected by the Sub-Investment Manager, which may include brokers or dealers
affiliated with the Sub-Investment Manager. 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. In allocating orders, 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 at a price which is
approximately averaged.
The Sub-Investment Manager shall use its best efforts to obtain
execution of portfolio transactions at prices that are advantageous to the
Portfolio and at commission rates that are reasonable in relation to the
benefits received. However, the Sub-Investment Manager may, to the extent
permitted by applicable laws or regulations, select brokers or dealers on the
basis that they provide brokerage, research, or other services or products to
the Portfolio and/or other
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accounts serviced by the Sub-Investment Manager. The Sub-Investment Manager may,
to the extent so permitted, place portfolio transactions with a broker or dealer
with whom it has negotiated a commission in excess of the commission another
broker or dealer would have charged for effecting that transaction if the
Sub-Investment Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research provided
by such broker or dealer, viewed in terms of either that particular transaction
or the overall responsibilities that the Sub-Investment Manager and its
affiliates have with respect to the Portfolio and to accounts over which they
exercise investment discretion, and not all such services or products will
necessarily be used by the Sub-Investment Manager in managing the Portfolio.
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 Prospectus, as from time to time amended, and
communicated in 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 with respect to the investments it makes for
the Portfolio as the Investment
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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, which directly affect the
Portfolio; 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, provided that the Sub-Investment Manager
shall not be responsible for Portfolio accounting, nor shall it be required to
generate information derived from Portfolio accounting data.
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 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.
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The Sub-Investment Manager shall be responsible for the preparation and
filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Sub-
Investment Manager shall not be responsible for the preparation or filing of any
reports required of the Portfolio by any governmental or regulatory agency,
except as expressly agreed to in writing. The Sub-Investment Manager shall vote
proxies received in connection with securities held by the Portfolio.
The Sub-Investment Manager shall have no responsibility to monitor
certain limitations or restrictions for which the Sub-Investment Manager has not
been provided sufficient information by the Investment Manager, including
without limitation, the "short-short" test and the 90%-source test of the
Internal Revenue Code. The Investment Manager has the responsibility of
obtaining and providing such information.
The Sub-Investment Manager shall be subject to a written code of ethics
adopted by it pursuant to Rule 17j-1(b) of the Investment Company Act, and shall
not be subject to any other code of ethics, including the Investment Manager's
code of ethics, unless specifically adopted by the Sub-Investment Manager.
Notwithstanding any other provision of this Agreement, the Fund, the
Investment Manager and the Sub-Investment Manager may agree to the employment of
a Sub-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-Sub-Investment Manager shall be the sole
responsibility of the Sub-Investment Manager and the duties and responsibilities
of the Sub-Sub-Investment Manager shall be as set forth in a sub sub-investment
management agreement among the Investment Manager, the Sub-Investment Manager,
the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.
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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 Janus Growth Portfolio Investment Management Agreement. Nothing
in this Janus Growth 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 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 organizational, operational and business expenses in connection with the
performance of its duties under this Agreement but shall not be obligated to pay
any expenses of the Investment Manager, the Fund, or the Portfolio, including
without limitation: (a) interest and taxes; (b) brokerage commissions and other
costs in
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connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of management fees required by any expense limitation provision
and any liability arising out of a violation of Section 36(b) of the Investment
Company Act shall be the sole responsibility of the Investment Manager.
Other Matters
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.
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. The Sub-Investment Manager also
agrees upon request of the Investment 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.
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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. The Investment Manager shall hold harmless and
indemnify the Sub-Investment Manager, its affiliates, directors, officers,
shareholders, employees or agents for any loss not directly resulting from the
Sub-Investment Manager's willful misfeasance, bad faith or gross negligence.
The Investment Manager has herewith furnished the Sub-Investment
Manager copies of the Fund's Prospectus, 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
and, to the extent relevant, before filing with the SEC. The Sub-Investment
Manager will be entitled to rely on all documents furnished to it by the
Investment Manager or the Fund. The
Investment Manager shall timely furnish the Sub-Investment Manager with
such additional information as may a reasonably necessary for or requested by
the Sub-Investment Manager to perform its responsibilities pursuant to this
Agreement.
The Investment Manager shall be responsible for setting up and
maintaining brokerage accounts and other accounts (or take such action as
reasonably requested by the Sub-Investment Manager to enable it to establish
such accounts) as the Sub-Investment Manager deems advisable to allow for the
purchase or sale of various forms of securities pursuant to this Agreement.
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The Sub-Investment Manager shall have no liability for the acts or
omissions of any custodian of the Portfolio's assets, including but not limited
to, responsibility for the segregation requirements of the Investment Company
Act or other applicable law.
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, 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 and Sub-Investment Manager, or by
the Investment Manager or Sub-Investment Manager on sixty
days' written notice to the Fund. This Agreement shall automatically terminate
in the event of its assignment or in the event of the termination of the Janus
Growth Portfolio Investment Management 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.
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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.
ARTICLE 7
Notices
Notices to be given hereunder shall be addressed to:
Fund: Xxxxxxxxxxx X. Xxxxxxxx
Vice-President and Chief Operating Officer
Metropolitan Series Fund, Inc.
One Madison Avenue, Area 6E
Investment
Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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Sub-Investment
Manager: General Counsel
Janus Capital Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 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.
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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
/s/ Xxxx X. Xxxxxxx, Xx.
------------------------------
Xxxx X. Xxxxxxx, Xx., Senior Vice President
Attest:
/s/ Xxxxxx X. Xxxx
--------------------------
JANUS CAPITAL CORPORATION
By /s/ Xxxxxx Xxxx
------------------------------
Attest:
/s/ Xxxxxx Xxxxxx
--------------------------
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APPENDIX
JANUS CAPITAL CORPORATION
Metropolitan Series Fund Fee Schedule
Janus Growth Portfolio
first $100M 0.55%
next $400M 0.50%
over $500M 0.45%
of the average daily value of the net assets of the Portfolio
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