Exhibit 99.(d)(n)
STATE STREET RESEARCH AGGRESSIVE 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 State Street
Research & Management Company, a Delaware 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 State Street Research Aggressive Growth Portfolio as set forth in
the State Street Research Aggressive Growth Portfolio Investment Management
Agreement dated May 1, 2001, between the Fund and the Investment Manager (the
"State Street Research Aggressive 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 State Street Research Aggressive 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 State Street Research Aggressive
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
2
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 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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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.
3
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.
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 State Street Research Aggressive Growth Portfolio Investment
Management Agreement. Nothing in this State Street Research Aggressive 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
4
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 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.
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
5
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. 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 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.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
ARTICLE 3.
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 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 State
Street Research Aggressive 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.
7
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.
8
ARTICLE 7.
----------
Notices.
--------
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. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General
Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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.
9
METROPOLITAN SERIES FUND, INC.
By
------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
--------------------------
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By
------------------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
--------------------------
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT COMPANY
By
------------------------------------
Attest:
--------------------------
Secretary
00
Xxxxxxxx
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Aggressive Growth Portfolio
-------------------------------------------------
1st $500 Million .45%
next $500 Million .35%
next $1.5 Billion .30%
of the average daily value of the net assets of the Portfolio.
00
XXXXX XXXXXX RESEARCH DIVERSIFIED 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 State Street
Research & Management Company, a Delaware 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 State Street Research Diversified Portfolio as set forth in the
State Street
Research Diversified Portfolio Investment Management Agreement dated May 1,
2001, between the Fund and the Investment Manager (the "State Street Research
Diversified 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 State Street Research Diversified 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 State Street Research Diversified
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 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 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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund from time to time
such information as may be 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 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 State Street Research Diversified Portfolio Investment
Management Agreement. Nothing in this State Street Research Diversified
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 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.
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. 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 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. 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, 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 State
Street Research Diversified 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.
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General
Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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.
METROPOLITAN SERIES FUND, INC.
By
------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
------------------------------
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By
------------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
------------------------------
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT COMPANY
By
------------------------------
Attest:
------------------------------
Secretary
Appendix
STATE STREET RESEARCH & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Diversified Portfolio
-------------------------------------------
1st $250M .35%
next $250M .30%
over $500M .25%
of the average daily value of
the net assets of the Portfolio.
STATE STREET RESEARCH INVESTMENT TRUST 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 State Street
Research & Management Company, a Delaware 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 State Street Research Growth Portfolio as set forth in the State
Street Research Investment Trust Portfolio Investment Management Agreement dated
May 1, 2001, between the Fund and the Investment Manager (the "State Street
Research Investment Trust 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 State Street Research Investment Trust
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 State Street Research Investment
Trust 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,
2
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 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 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 furnish the
Investment Manager and the Fund such statistical information 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
3
will apprise the Investment Manager and the Fund of important developments
materially affecting the Portfolio and will furnish the Investment Manager and
the Fund from time to time such information as may be 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 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 State Street Research Portfolio Investment Management
Agreement. Nothing in this State Street Research 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.
4
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 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.
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
5
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. 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 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.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
6
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 State
Street Research 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.
7
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.
8
ARTICLE 7.
Notices.
--------
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. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager:
Xxxxxxx X. XxXxxxxx, III
Executive Vice-President, Secretary & General Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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.
9
METROPOLITAN SERIES FUND, INC.
By ______________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
_______________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By _______________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest:
_______________________________
Name:
Title:
STATE STREET RESEARCH & MANAGEMENT COMPANY
By _______________________________
Xxxxxxx X. XxXxxxxx, III, Executive Vice-
President
Attest:
_______________________________
Name:
Title:
00
Xxxxxxxx
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Investment Trust Portfolio
------------------------------------------------
1st $250 Million .40%
next $250 Million .35%
next $1.5 Million .30%
above $2 Billion .25%
of the average daily value of the net assets of the Portfolio
00
XXXXX XXXXXX RESEARCH INCOME PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May, 2001 and amended effective the
first day of August, 1997, among Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), MetLife Advisers, LLC (the "Investment Manager"), a
Delaware limited liability company, and State Street Research & Management
Company, a Delaware 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 State Street Research Income Portfolio as set forth in the State
Street Research Income Portfolio Investment Management Agreement dated May 1,
2001, between the Fund and the Investment Manager (the "State Street Research
Income Portfolio Investment Management
1
Agreement"); and the Fund and the Investment Manager desire to enter into a
separate sub-investment management agreement with respect to the State Street
Research Income 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 State Street Research Income
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
2
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 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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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.
3
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.
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 State Street Research Income Portfolio Investment
Management Agreement. Nothing in this State Street Research Income 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
4
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.
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.
5
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. 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 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.
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, 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
6
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 State Street Research
Income 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.
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.
7
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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.
8
METROPOLITAN SERIES FUND, INC.
By
--------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
-------------------------
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By
--------------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
-------------------------
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By
--------------------------------
Attest:
-------------------------
0
Xxxxxxxx
XXXXX XXXXXX RESEARCH & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Income Portfolio
--------------------------------------
1st $150 Million .25%
next $200 Million .20%
above $350 Million .15%
of the average daily value of the net assets of the Portfolio.
00
XXXXX XXXXXX RESEARCH MONEY MARKET 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 State Street
Research & Management Company, a Delaware 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 State Street Research Money Market Portfolio as set forth in the
Money Market Portfolio Amended Investment Management Agreement dated May 1, 2001
between the Fund and the Investment Manager (the "State Street Research Money
Market Portfolio Investment Management Agreement"); and the Fund and the
Investment Manager desire to
1
enter into a separate Sub-Investment management agreement with respect to the
State Street Research Money Market 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 State Street Research Money Market
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
2
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 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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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.
3
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.
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 State Street Research Money Market Portfolio Investment
Management Agreement. Nothing in this State Street Research Money Market
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
4
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 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.
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
5
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. 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 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.
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
6
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 State Street Research Money
Market 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.
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
7
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General
Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Changes in the foregoing notice provisions may be made by notice in
writing to the
8
other parties at the addresses set forth above. Notice shall be effective upon
delivery.
9
METROPOLITAN SERIES FUND, INC.
By
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
----------------------------
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By
-----------------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
----------------------------
STATE STREET RESEARCH & MANAGEMENT COMPANY
By
-----------------------------------
Attest:
----------------------------
00
Xxxxxxxx
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Money Market Portfolio
--------------------------------------------
0.25% of the average daily value of the
net assets of the Portfolio
00
XXXXX XXXXXX XXXXXXXX XXXXXX SMALL CAP VALUE 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 State Street
Research & Management Company, a Delaware 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 State Street Research Aurora Small Cap Value Portfolio as set
forth in the Investment Management Agreement dated May 1, 2001 relating to the
State Street Research Aurora Small Cap Value Portfolio between the Fund and the
Investment Manager (the "State
1
Street Research Aurora Small 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 State Street
Research Aurora Small 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.
------------------------------------
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 State Street Research Aurora Small
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"). Should
the Board of Directors of the Fund or the
2
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 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 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 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
3
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 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,
4
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.
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.
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 State Street Research Aurora Small Cap Value Investment
Management Agreement. Nothing in this State Street Research Aurora Small 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
5
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 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.
-------------
The Sub-Investment Manager may from time to time employ or associate with
itself
6
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. 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
7
Sub-Investment Manager in the performance of its duties or from reckless
disregard of its obligations and duties under this Agreement.
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.
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, 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 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
8
the event of its assignment or in the event of the termination of the State
Street Research Aurora Small Cap Value 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.
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.
9
ARTICLE 7.
Notices.
-------
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. Xxxxxxx, Xx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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.
10
METROPOLITAN SERIES FUND, INC.
By______________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
_________________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By _______________________________
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
_____________________________________
STATE STREET RESEARCH &
MANAGEMENT COMPANY, INC.
By ________________________________
Attest:
_____________________________
00
Xxxxxxxx
XXXXX XXXXXX RESEARCH & MANAGEMENT COMPANY, INC.
-----------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Aurora Small Cap Value Portfolio
------------------------------------------------------
1st $250 Million .55%
next $250 Million .50%
next$250 Million .45%
next $750 Million .40%
of the average daily value of the net assets of the Portfolio
12
XXXXXX INTERNATIONAL STOCK 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 Xxxxxx
Investment Management, LLC., a Delaware limited liability company (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 International Stock Portfolio (formerly known
as the Santander International Stock Portfolio) as set forth in the Investment
Management Agreement dated May 1, 2001 relating to the Xxxxxx International
Stock Portfolio between the Fund and
1
the Investment Manager (the "Xxxxxx International Stock 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
International Stock 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 Xxxxxx International Stock
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
2
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 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 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
3
Investment Company Act and, so far as it is in its power and authority, 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 Investment Manager acknowledges and agrees
that the Sub-Investment Manager's compliance with such obligations with respect
to the Code will be based, in part, on information supplied by the Investment
Manager or its agents as to the Portfolio, such as Portfolio security lot
gain/loss allocation. The Sub-Investment Manager shall have no responsibility
for any losses due to inaccurate or untimely information supplied by the
Investment Manager.
The Sub-Investment Manager shall not be responsible for the administrative
affairs of the Fund including, but not limited to, accounting and pricing the
Portfolio except as specifically agreed to herein. 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 due to a lack of market or broker quotations, 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,
4
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 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.
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.
5
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 International Stock Portfolio Investment Management
Agreement. Nothing in this Xxxxxx International Stock 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 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.
6
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, to the extent required by the
Investment Company Act, 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. 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
7
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 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.
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 may use (and shall cause all of its affiliates,
including the Fund, to use, the names "Xxxxxx Investment Management, Inc.",
"Xxxxxx Investment Management", "Xxxxxx Investments" or "Xxxxxx" or any
derivation thereof only for so long as this Agreement or any extension, renewal
or amendment remains in effect. At such times as this Agreement shall no longer
be in effect, the Investment Manager shall cease to use (and shall cause its
affiliates to cease using) any name using any of the foregoing terms or any
other name indicating that the Portfolio is advised by or otherwise connected
with the Sub-Investment Manager. The Investment Manager acknowledges that the
Fund has included the name "Xxxxxx" in the Portfolio through permission of the
Sub-Investment Manager and the Sub-Investment Manager retains all rights to such
name.
The Investment Manager will not, and will cause its affiliates to not,
refer to or describe the Sub-Investment Manager in any prospectus, proxy
statement, sales literature or other material except with the written permission
of the Sub-Investment Manager, which
8
permission shall not unreasonably be withheld.
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 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 International Stock 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.
9
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
10
Sub-Investment Manager: Xxxxxx Investment Management, LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxx
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.
11
METROPOLITAN SERIES FUND, INC.
By ____________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
________________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By _______________________________
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
____________________________
Assistant Secretary
XXXXXX INVESTMENT
MANAGEMENT, LLC
By: _______________________
Attest:
____________________________
12
Appendix
XXXXXX INVESTMENT MANAGEMENT, LLC
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxx International Stock Portfolio
-------------------------------------
1st $150 Million .65%
next $150 Million .55%
over $300 Million .45%
of the average daily value of the net assets of the Portfolio
13
XXXXXX LARGE CAP 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 Xxxxxx
Investment Management, LLC, a Delaware limited liability company (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 Large Cap Growth as set forth in the Investment Management
Agreement dated May 1, 2001 relating to the Xxxxxx Large Cap Growth Portfolio
between the Fund and the Investment Manager (the "Xxxxxx Large Cap 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 Xxxxxx
Large Cap 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 Xxxxxx Large Cap 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 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 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 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, so far as it is
in its power and authority, 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 Investment Manager acknowledges and agrees that the Sub-Investment
Manager's compliance with such obligations with respect to the Code will be
based, in part, on information supplied by the Investment Manager or its agents
as to the Portfolio, such as Portfolio security lot gain/loss allocation. The
Sub-Investment Manager shall have no responsibility for any losses due to
inaccurate or untimely information supplied by the Investment Manager.
The Sub-Investment Manager shall not be responsible for the administrative
affairs of the Fund including, but not limited to, accounting and pricing the
Portfolio except as specifically agreed to herein. 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 due to a lack of market or broker quotations, 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 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.
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.
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 Large Cap Growth Portfolio Investment Management
Agreement. Nothing in this Xxxxxx Large Cap 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 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.
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, to the extent required by the
Investment Company Act, 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. 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 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.
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 may use (and shall cause all of its affiliates,
including the Fund, to use, the names "Xxxxxx Investment Management, Inc.",
"Xxxxxx Investment Management", "Xxxxxx Investments" or "Xxxxxx" or any
derivation thereof only for so long as this Agreement or any extension, renewal
or amendment remains in effect. At such times as this Agreement shall no longer
be in effect, the Investment Manager shall cease to use (and shall cause its
affiliates to cease using) any name using any of the foregoing terms or any
other name indicating that the Portfolio is advised by or otherwise connected
with the Sub-Investment Manager. The Investment Manager acknowledges that the
Fund has included the name "Xxxxxx" in the Portfolio through permission of the
Sub-Investment Manager and the Sub-Investment Manager retains all rights to such
name.
The Investment Manager will not, and will cause its affiliates to not,
refer to or describe the Sub-Investment Manager in any prospectus, proxy
statement, sales literature or other material except with the written permission
of the Sub-Investment Manager, which permission shall not unreasonably be
withheld.
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 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 Large Cap 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.
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxx Investment Management, LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxx
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.
METROPOLITAN SERIES FUND, INC.
By ___________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
___________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By ____________________________
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
__________________________
XXXXXX INVESTMENT
MANAGEMENT, LLC
By ____________________________
Attest:
_______________________________
Appendix
XXXXXX INVESTMENT MANAGEMENT, LLC
---------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxx Large Cap Growth Portfolio
----------------------------------
1st $150 Million .50%
next $150 Million .45%
over $300 Million .35%
of the average daily value of the net assets of the Portfolio
XXXXXX OAKMARK LARGE CAP VALUE 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 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
May 1, 2001 between the Fund and the Investment Manager (the "Xxxxxx Oakmark
Large Cap Value Portfolio Investment
1
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
------------------------------------
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
2
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 writing to the Sub-Investment Manager, and
consistent with applicable law, including, but not
3
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 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,
4
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 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
5
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
-------------
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
6
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.
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
7
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, 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, 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 Value 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.
8
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.
9
ARTICLE 7
Notices
-------
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. Xxxxxxx Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxx X. Xxxx
Chief Executive Officer
Xxxxxxxx X. XxXxxxxxxx
Senior 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.
10
METROPOLITAN SERIES FUND, INC.
By:
-------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
---------------------------
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By:
-------------------------------
Xxxx X. Xxxxxxx Xx.
Senior Vice-President
Attest:
---------------------------
Xxxxxx X. Xxxxxxx
Assistant Secretary
XXXXXX ASSOCIATES L.P.
By:
-------------------------------
Xxxxxx X. Xxxx
Chief Executive Officer
Attest:
---------------------------
Xxxxxxxx X. XxXxxxxxxx
Senior Counsel
11
APPENDIX
--------
XXXXXX ASSOCIATES L.P.
---------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxx Oakmark Large Cap Value Portfolio
----------------------------------------
0.450% on the first $100 Million
0.400% on the next $400 Million
0.350% over $500 Million
of the average daily value of the net assets of the Portfolio
12
JANUS MID CAP 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 thirteen portfolios which are
the State Street Research Growth Portfolio, the State Street Research Income
Portfolio, the MetLife Money Market Portfolio, the State Street Research
Diversified Portfolio, the GNMA Portfolio, the State Street Research Aggressive
Growth Portfolio, the Equity Income Portfolio, the MetLife Stock Index
Portfolio, the GFM International Stock Portfolio, the Xxxxxxx Global Equity
Portfolio, the Xxxxxx Xxxxxx High Yield Bond Portfolio, the Janus Mid Cap
Portfolio, and the X. Xxxx Price Small Cap Growth Portfolio, 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 Mid Cap Portfolio as set forth in the Janus Mid Cap
Portfolio Investment Management Agreement dated May 1, 2001 between the Fund and
the Investment Manager (the "Janus Mid Cap 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 Mid Cap
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 Mid Cap 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 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
2
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 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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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.
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
3
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.
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 Mid Cap Portfolio Investment Management Agreement.
Nothing in this Janus Mid Cap 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 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.
4
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. 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.
5
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.
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 Mid Cap 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.
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
6
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.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment
Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment
Manager: Xxxxx Xxxxxx, Esq.
General Counsel
Janus Capital Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Changes in the foregoing notice provisions may be made by notice in shall
be effective upon delivery.
7
METROPOLITAN SERIES FUND, INC.
By: ________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
_________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By: _____________________
Xxxx X. Xxxxxxxx, Xx.
Senior Vice-President
Attest:
___________________________
JANUS CAPITAL CORPORATION
By: ____________________
Xxxxxxx Xxxxxxxxx
Attest:
_______________________
Xxxxxx Xxxx
8
APPENDIX
JANUS CAPITAL CORPORATION
Metropolitan Series Fund Fee Schedule
Janus Mid Cap Portfolio
First $100 Million .55%
next $400 Million .50%
over $500 Million .45%
of the average daily value of the net assets of the
Portfolio
9
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
2
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. 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
3
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 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
4
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 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
5
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.
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-
6
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.
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
7
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 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
8
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. 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
9
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.
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.
10
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.
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.
11
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.
12
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.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment
Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment
Manager: Xxxxx Xxxxxx, Esq.
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.
13
METROPOLITAN SERIES FUND, INC.
By _______________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By _________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice
President
Attest:
______________________
JANUS CAPITAL CORPORATION
By _________________________
Attest:
_____________________
14
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
15
XXXXXX XXXXXX HIGH YIELD BOND 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 Xxxxxx, Xxxxxx
& Company, 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 Manger is engaged principally in the business
of insurance and also in rendering advisory services and is registered as a
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 Xxxxxx High Yield Bond Portfolio as set forth in the
Xxxxxx Xxxxxx High Yield Bond Portfolio Investment Management Agreement dated
May 1, 2001 between the Fund and the Investment Manager (the "Xxxxxx Xxxxxx High
Yield Bond Portfolio Investment Management Agreement"); and the Fund and the
Investment Manager desire to enter into a
1
separate sub-investment management agreement with respect to the Xxxxxx Xxxxxx
High Yield Bond 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 Xxxxxx Xxxxxx High Yield Bond
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
2
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 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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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
3
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 Xxxxxx High Yield Bond Portfolio Investment Management
Agreement. Nothing in this Xxxxxx Xxxxxx High Yield Bond 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
4
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.
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.
5
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. 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 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.
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, 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
6
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 Xxxxxx Xxxxxx High Yield
Bond 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.
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.
7
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxx X. Xxxx
Executive Vice President
Xxxxxx, Xxxxxx & Company, L.P.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
8
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.
METROPOLITAN SERIES FUND, INC.
By ________________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
_________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By ___________________________
Xxxx X. Xxxxxxx, Xx
Senior Vice-President
Attest:
__________________________
XXXXXX, XXXXXX & COMPANY, L.P.
By _____________________________
Attest:
______________________________
9
Appendix
XXXXXX, XXXXXX & COMPANY, L.P.
------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxx Xxxxxx High Yield Bond Portfolio
---------------------------------------
.50% of the average daily value of the net
assets of the Portfolio.
10
XXXXXXXXX XXXXXX PARTNERS MID CAP VALUE 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, a Delaware limited
liability company, and Xxxxxxxxx Xxxxxx Management Inc., a New York 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 and management services and is registered as an investment
adviser under the Advisers Act; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio as set forth in
the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment Management
Agreement dated May 1, 2001 between the Fund and the Investment Manager (the
"Xxxxxxxxx Xxxxxx Partners
1
Mid 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 Xxxxxxxxx Xxxxxx Partners Mid 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
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 Xxxxxxxxx Xxxxxx Partners Mid 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 the Sub-Investment
Manager in writing. Should the Board of
2
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 Manager shall not be liable to the Fund, the Portfolio or the
Investment Manager, or any shareholder of the Fund, and the Investment Manager
shall indemnify and hold harmless the Sub-Investment Manager for any losses,
claims, damages, liabilities or litigation (including reasonable attorneys fees
and expenses) sustained in connection with adherence to such determination.
The Sub-Investment Manager shall take, on behalf of the Fund, all actions
which it deems necessary and appropriate to implement the investment policies of
the Portfolio, determined as provided above, and in particular to open accounts
and 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 any 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 at a price which is
approximately averaged.
With respect to brokerage and subject to the policies set forth above and
in the Prospectus, the Sub-Investment Manager may cause the Portfolio to pay a
broker a commission
3
for executing a portfolio transaction in excess of the commission another broker
would have charged for effecting the same transaction if the difference is
reasonably justified by other aspects of portfolio execution or research
services offered. Subject to such policies as the Board of Directors of the Fund
may determine, the Sub-Investment Manager shall not be deemed to have acted
unlawfully or to have breached a duty solely by reason of its having caused the
Portfolio to pay a broker-dealer that provides research services to the Sub-
Investment Manager an amount of commission for effecting a portfolio transaction
in excess of the amount of commission another broker-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 research or brokerage services provided by such broker, viewed in terms of
either that particular transaction or the Sub-Investment Manager's ongoing
responsibilities with respect to the Portfolio. The Investment Manager, Sub-
Investment Manager and the Fund further agree that the Sub-Investment Manager is
authorized to employ an affiliated broker-dealer as the Portfolio's principal
broker.
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 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
4
(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 recommendations of 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 by the Sub-Investment Manager 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 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
5
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 Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment
Management Agreement and nothing in that agreement shall change or affect the
terms of this Sub-Investment Management Agreement. Nothing in this Xxxxxxxxx
Xxxxxx Partners Mid 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 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
6
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 and will not be responsible for any Fund expenses.
Other Matters
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons 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.
7
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, its shareholders or the
Investment Manager 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 Sub-Investment Manager, the Fund and the Investment Manager further agree
that the Sub-Investment Manager shall bear no responsibilities or obligations
for any portfolios of the Fund other than the Portfolio and any other portfolio
of the Fund with respect to which it serves as sub-advisor.
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 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.
8
The Investment Manager, the Fund and the Sub-Investment Manager agree that
any information or recommendation supplied by the Sub-Investment Manager in
connection with the performance of its obligations hereunder is to be regarded
as confidential for use only by the Investment Manager, the Fund, or such person
as the Investment Manager may designate in connection with the Portfolio.
The Investment Manager represents and warrants that the appointment of the
Sub-Investment Manager by the Investment Manager and the Fund has been duly
authorized.
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, 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 Xxxxxxxxx Xxxxxx Partners
9
Mid Cap Value 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.
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.
10
ARTICLE 7
Notices
-------
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. Xxxxxxx, Xx.
Senior Vice-President
MetLife Adviser, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Sub-Investment Xx. Xxxxx Xxxxxxx, Esq.
Manager: Vice-President and General Counsel
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, XX 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 receipt.
11
METROPOLITAN SERIES FUND, INC
By: ___________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
__________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By: ________________________
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
Attest:
__________________
XXXXXXXXX XXXXXX MANAGEMENT
INC.
By: ___________________
Attest:
__________________
12
APPENDIX
--------
XXXXXXXXX XXXXXX MANAGEMENT INC.
--------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio
-------------------------------------------------
1st $250 Million .45%
next $750 Million .40%
over $1 Billion .35%
of the average daily value of the net assets of the Portfolio
13
XXXXXXX GLOBAL EQUITY 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 Xxxxxxx Xxxxxx
Investments, Inc., a Delaware 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 Xxxxxxx Global Equity Portfolio as set forth in the Xxxxxxx
Global Equity Portfolio Investment Management Agreement dated May 1, 2001
between the Fund and the Investment Manager (the "Xxxxxxx Global Equity
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 Xxxxxxx Global Equity
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 Xxxxxxx Global Equity 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
2
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 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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information as may be 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
3
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 Xxxxxxx Global Equity Portfolio Investment Management
Agreement. Nothing in this Xxxxxxx Global Equity 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
4
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.
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.
5
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. 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 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.
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, 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
6
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 Xxxxxxx Global Equity
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.
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.
7
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
President and Chief Operating Officer
Metropolitan Series Fund
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
SeniorVice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxxx X. Xxxxxx
Managing Director
Xxxxxxx Xxxxxx Investments, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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.
8
METROPOLITAN SERIES FUND, INC.
By: __________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
_________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By: ___________________________
Xxxx X. Xxxxxxxx, Xx.
Senior Vice-President
Attest:
___________________________
XXXXXXX XXXXXX INVESTMENTS, INC.
By: _____________________________
Attest:
________________________________
9
Appendix
XXXXXXX XXXXXX INVESTMENTS, INC.
--------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxxx Global Equity Portfolio
-------------------------------
1st $50 Million .70%
next $50 Million .35%
next $400 Million .30%
over $500 Million .275%
of the average daily value of the net assets of the Portfolio
10
X. XXXX PRICE LARGE CAP 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 X. Xxxx Price
Associates, Inc., a Maryland 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 X. Xxxx Price Large Cap Growth Portfolio as set forth in the X.
Xxxx Price Large Cap Growth Portfolio Investment Management Agreement dated May
1, 2001 between the Fund and the Investment Manager (the "X. Xxxx Price Large
Cap 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 X. Xxxx
Price Large Cap 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 X. Xxxx Price Large Cap 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 the Sub-Investment
2
Manager thereof in writing, 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.
The Sub-Investment Manager agrees that, in placing orders with broker-
dealers for the purchase or sale of portfolio securities, it shall attempt to
obtain best execution at favorable security prices; provided that, on behalf of
the Portfolio, the Sub-Investment Manager may, in its discretion, agree to pay a
broker-dealer that furnishes brokerage or research services as such services are
defined under Section 28(e) of the Securities Exchange Act of 1934, as amended
("1934 Act") or in accord with any other applicable laws or regulations, a
higher commission than that which might have been charged by another broker-
dealer for effecting the same transactions, if the Sub-Investment Manager
determines in good faith that such commission is reasonable in relation to the
brokerage and research service provided by the broker-dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the Sub-
Investment Manager with respect to the accounts as to which it exercises
investment discretion.
On occasions when the Sub-Investment Manager deems the purchase of a
security to be in the best interest of the Portfolio as well as other clients of
the Sub-Investment Manager, the Sub-Investment Manager, to the extent permitted
by applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
3
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-Investment Manager
in the manner the Sub-Investment Manager considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to its other
clients.
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 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
4
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 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 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 X. Xxxx Price Large Cap Growth Portfolio Investment Management
Agreement. Nothing in this X. Xxxx Price Large Cap 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
5
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 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.
6
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. 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.
7
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 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, 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
8
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 X. Xxxx Price Large Cap 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.
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
9
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment
Manager: Xxxx Xxxxxxx
Managing Director
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxx 00000
Copy to: Xxxxx X. Xxxxxxx, Esq.
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxx 00000
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.
10
METROPOLITAN SERIES FUND, INC.
By:
_____________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
____________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By:
_______________________________
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
______________________________
X. XXXX PRICE ASSOCIATES, INC.
By:
___________________________
Xxxxxxx X. Xxxxxx
Attest:
______________________________
11
APPENDIX
--------
X. XXXX PRICE ASSOCIATES, INC.
------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
X. Xxxx Price Large Cap Growth Portfolio
----------------------------------------
0.500% on the first $50 Million
0.400% thereafter
of the average daily value of the net assets of the Portfolio
12
X. XXXX PRICE SMALL CAP 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 X. Xxxx Price
Associates, Inc., a Maryland 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 thirteen portfolios which are
the State Street Research Growth Portfolio, the State Street Research Income
Portfolio, the MetLife Money Market Portfolio, the State Street Research
Diversified Portfolio, the GNMA Portfolio, the State Street Research Aggressive
Growth Portfolio, the Equity Income Portfolio, the MetLife Stock Index
Portfolio, the GFM International Stock Portfolio, the Xxxxxxx Global Equity
Portfolio, the Xxxxxx Xxxxxx High Yield Bond Portfolio, the Janus Mid Cap
Portfolio, and the X. Xxxx Price Small Growth Cap Portfolio, 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 X. Xxxx Price Small Cap Growth Portfolio as set forth in the X.
Xxxx Price Small Cap Portfolio Investment Management Agreement dated May 1, 2001
between the Fund and the Investment Manager (the "X. Xxxx Price Small Cap 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 X. Xxxx Price Small Cap 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 X. Xxxx Price Small Cap 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 the Sub-Investment Manager
thereof in writing, 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.
The Sub-Investment Manager agrees that, in placing orders with broker-
dealers for the purchase or sale of portfolio securities, it shall attempt to
obtain best execution at favorable security prices; provided that, on behalf of
the Portfolio, the Sub-Investment Manager may, in its discretion, agree to pay a
broker-dealer that furnishes brokerage or research services as such services are
defined under Section 28(e) of the Securities Exchange Act of 1934, as amended
("1934 Act") or in accord with any other applicable laws or regulations, a
higher commission than that which might have been charged by another broker-
dealer for effecting the same transactions, if the Sub-Investment Manager
determines in good faith that such commission is reasonable in relation to the
brokerage and research service provided by the broker-dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the Sub-
Investment Manager with respect to the accounts as to which it exercises
investment discretion.
On occasions when the Sub-Investment Manager deems the purchase of a
security to be in the best interest of the Portfolio as well as other clients of
the Sub-Investment Manager, the Sub-Investment Manager, to the extent permitted
by applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the
2
transaction, will be made by the Sub-Investment Manager in the manner the Sub-
Investment Manager considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and to its other clients.
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 furnish the
Investment Manager and the Fund such statistical information 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 and will furnish the Investment Manager and the Fund
from time to time such information may be 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 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 X. Xxxx Price Small Cap Growth Portfolio Investment Management
Agreement. Nothing in this X. Xxxx Price Small Cap 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
3
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.
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. 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 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
4
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, 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 X. Xxxx Price Small Cap
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.
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.
5
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.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment
Manager: Xxxx Xxxxxxx
Managing Director
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxx 00000
Copy to: Xxxxx X. Xxxxxxx, Esq.
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxx 00000
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.
6
METROPOLITAN SERIES FUND, INC.
By
________________________
Xxxxxxxxxxx X. Xxxxxxxx
Attest:
________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By
_____________________
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
_________________________
X. XXXX PRICE ASSOCIATES, INC.
By
_______________________
Xxxxxxx X. Xxxxxx
Attest:
_________________________
7
APPENDIX
X. XXXX PRICE ASSOCIATES, INC.
Metropolitan Series Fund Fee Schedule
X. Xxxx Price Small Cap Growth Portfolio
1st 100M .35%
next $300M .30%
above $400 .25% of the average daily value of the net
assets of the Portfolio
8
XXXXXX BROTHERS(R) AGGREGATE BOND INDEX 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 Metropolitan Life Insurance
Company, a New York 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
insurance and also in 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 Brothers(R) Aggregate Bond Index Portfolio as set forth in
the Xxxxxx Brothers(R) Aggregate Bond Index Portfolio Investment Management
Agreement dated May 1, 2001 between the Fund and the Investment Manager (the
"Xxxxxx Brothers(R) Aggregate Bond Index 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
Brothers(R) Aggregate Bond Index 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 Xxxxxx Brothers(R) Aggregate Bond Index
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 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 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 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, 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 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
2
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 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.
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.
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 Brothers(R) Aggregate Bond Index Portfolio Investment Management
Agreement. Nothing in this Xxxxxx Brothers(R) Aggregate Bond Index 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.
3
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
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. 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 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
4
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, 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 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 Brothers Aggregate Bond Index 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.
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.
5
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: 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.
6
METROPOLITAN SERIES FUND, INC.
By __________________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
____________________________
Xxxxx X. Xxxxxxx
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By __________________________________
Xxxx X. Xxxxxx
Senior Executive Vice-President
Attest:
_______________________
METLIFE ADVISERS, LLC
By_________________________________
Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
Attest:
__________________________
7
METLIFE STOCK INDEX 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 Metropolitan Life Insurance
Company, a New York 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
insurance and also in 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 MetLife Stock Index Portfolio as set forth in the MetLife Stock
Index Portfolio Investment Management Agreement dated May 1, 2001 between the
Fund and the Investment Manager (the "MetLife Stock Index 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 MetLife
Stock Index 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 MetLife Stock Index 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 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 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 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, 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 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
2
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 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.
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.
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 MetLife Stock Index Portfolio Investment Management Agreement. Nothing in
this MetLife Stock Index 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
expenses (such as research costs) in connection with the performance of its
duties under this Agreement except for those which the Investment
3
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.
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. 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 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. The Sub-Investment
Manager will be entitled to rely on all documents furnished to it by the
Investment Manager or the Fund.
4
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 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 MetLife Stock Index 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.
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.
5
ARTICLE 7.
Notices
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. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manger: 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.
6
METROPOLITAN SERIES FUND, INC.
By ________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
_____________________________
Xxxxx X. Xxxxxxx, Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By __________________________________
Xxxx X. Xxxxxx, Senior Executive
Vice-President
Attest:
_________________________
Assistant Secretary
METLIFE ADVISERS, LLC
By_________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest:
____________________________
7
METLIFE MID CAP STOCK INDEX 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 Metropolitan Life Insurance
Company, a New York 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
insurance and also in 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 MetLife Mid Cap Stock Index Portfolio as set forth in the MetLife
Mid Cap Stock Index Portfolio Investment Management Agreement dated May 1, 2001
between the Fund and the Investment Manager (the "MetLife Mid Cap Stock Index
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 MetLife Mid Cap Stock Index 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 MetLife Mid Cap Stock Index 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 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 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 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, 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 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
2
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 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.
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.
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 MetLife Mid Cap Stock Index Portfolio Investment Management Agreement.
Nothing in this MetLife Mid Cap Stock Index 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
3
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
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. 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 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
4
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, 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 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 MetLife Mid Cap Stock Index 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.
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,
5
the latter shall control.
ARTICLE 7.
Notices
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. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manger: 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.
6
METROPOLITAN SERIES FUND, INC.
By ________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
_____________________________
Xxxxx X. Xxxxxxx, Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By __________________________________
Xxxx X. Xxxxxx, Senior Executive
Vice-President
Attest:
_________________________
Assistant Secretary
METLIFE ADVISERS, LLC
By_________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest:
____________________________
7
XXXXXX XXXXXXX EAFE(R) INDEX 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 Metropolitan Life Insurance
Company, a New York 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
insurance and also in 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 Xxxxxxx EAFE(R) Index Portfolio as set forth in the Xxxxxx
Xxxxxxx EAFE(R) Index Portfolio Investment Management Agreement dated May 1,
2001 between the Fund and the Investment Manager (the "Xxxxxx Xxxxxxx EAFE(R)
Index 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 Xxxxxxx EAFE(R) Index 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 Xxxxxx Xxxxxxx EAFE(R) Index 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 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 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 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, 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 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
2
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 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.
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.
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 Xxxxxxx EAFE(R) Index Portfolio Investment Management Agreement.
Nothing in this Xxxxxx Xxxxxxx EAFE(R) Index 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
3
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.
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. 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 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
4
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, 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 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 Xxxxxxx EAFE(R) Index 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.
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
5
latter shall control.
ARTICLE 7.
Notices
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. Xxxxxxx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manger: 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.
6
METROPOLITAN SERIES FUND, INC.
By ________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
_____________________________
Xxxxx X. Xxxxxxx, Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By __________________________________
Xxxx X. Xxxxxx, Senior Executive
Vice-President
Attest:
_________________________
Assistant Secretary
METLIFE ADVISERS, LLC
By_________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest:
____________________________
7
XXXXXXX 2000(R) INDEX 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 Metropolitan Life Insurance
Company, a New York 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
insurance and also in 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 Xxxxxxx 2000(R) Index Portfolio as set forth in the Xxxxxxx
2000(R) Index Portfolio Investment Management Agreement dated May 1, 2001
between the Fund and the Investment Manager (the "Xxxxxxx 2000(R) Index
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 Xxxxxxx 2000(R) Index 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 Xxxxxxx 2000(R) Index 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 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 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 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, 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 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
2
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 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.
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.
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 Xxxxxxx 2000(R) Index Portfolio Investment Management Agreement. Nothing
in this Xxxxxxx 2000(R) Index 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
3
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
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. 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 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. The Sub-Investment
Manager will be entitled to rely on all documents
4
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, 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 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 Xxxxxxx 2000(R) Index 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.
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.
5
ARTICLE 7.
Notices
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. Xxxxxxx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manger: 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.
6
METROPOLITAN SERIES FUND, INC.
By ________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
_____________________________
Xxxxx X. Xxxxxxx, Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By __________________________________
Xxxx X. Xxxxxx, Senior Executive
Vice-President
Attest:
_________________________
Assistant Secretary
METLIFE ADVISERS, LLC
By_________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest:
____________________________
7
FRANKLIN XXXXXXXXX SMALL CAP 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 Franklin
Advisers, Inc., a California 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 Franklin Xxxxxxxxx Small Cap Growth Portfolio as set
forth in the Investment Management Agreement dated May 1, 2001 relating to the
Franklin Xxxxxxxxx Small Cap Portfolio between the Fund and the Investment
Manager (the "Franklin Xxxxxxxxx Small Cap
1
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 Franklin Xxxxxxxxx Small Cap 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 Franklin Xxxxxxxxx Small
Cap 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
2
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 exercise its discretion to 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 shall have no responsibility with respect
to maintaining custody of the Fund's assets. The Fund shall instruct its
custodian to provide the Sub-Investment Manager with such information as the
Sub-Investment Manager may reasonably request relating to daily cash levels held
by the Fund.
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 at a
price that is approximately averaged.
In selecting brokers or dealers to execute orders on behalf of the
Fund, the Sub-Investment Manager is expressly authorized to consider the fact
that a broker or dealer has furnished statistical, research or other information
or services which enhances the Sub-investment Manager's investment research and
portfolio management capability generally. It is
3
further understood that, in accordance with Section 28(e) of the Securities
Exchange Act of 1934, as amended, the Sub-Investment Manager may negotiate with
and assign to a broker a commission which may exceed the commission which
another broker would have charged for effecting the transaction of the Sub-
Investment Manager determines in good faith that the amount of commission
charged was reasonable in relation to the value of brokerage and/or research
services (as defined in Section 28(e) provided by such broker, viewed in terms
either of the Fund or the Sub-Investment Manager's overall responsibilities to
its discretionary accounts.
In connection with these services the Sub-Investment Manager will
conduct 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, 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
4
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 make decisions on proxy voting unless
such decisions are expressly reserved by the Fund. However, the Sub-Investment
Manager will not be expected or required to take any action other than the
rendering of investment-related advice with respect to lawsuits involving
securities presently or formerly held in the Fund, or the issuers thereof,
including actions involving bankruptcy. Should the Sub-Investment Manger
undertake litigation against an issuer on behalf of accounts which it manages
that are shareholders of such issuer, the Fund agrees to pay its portion of any
applicable legal fees associated with the action or to forfeit any claim to any
assets Sub-Investment Manager may recover and, in such case, agrees to hold Sub-
Investment Manager harmless for excluding the Fund from such action. In the
case of class action suits involving issuers held by the Fund, Sub-Investment
Manager may include information about the Fund for purposes of participating in
any settlements.
The Sub-Investment Manager will exercise its best judgment in
rendering the services
5
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.
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.
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 Franklin Xxxxxxxxx Small Cap Growth Investment
Management Agreement. Nothing in this Franklin Xxxxxxxxx Small Cap Growth
Portfolio Sub-Investment Management Agreement shall change or
6
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 expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those that 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
7
a lower fee.
Other Matters.
-------------
The Fund and the Investment Manager acknowledge that the performance
of the Fund may differ from the performance of other accounts or investment
companies managed by the Sub-Investment Manager and that the Sub-Investment
Manager is not expected to replicate the holdings or returns of any other
account or fund that it manages. 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 Sub-Investment Manager will pay the compensation of any such
persons, 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 Fund and the Investment Manager
understand that Sub-Investment Manager may give advice and take action with
respect to any of its other clients or for its own account which may differ from
the timing or nature of action taken by the Sub-Investment Manager with respect
to the Fund.
8
Nothing in this Agreement shall impose upon the Sub-Investment Manager any
obligation to purchase or sell or to recommend for purchase or sale, with
respect to the Fund, any security which the Sub-Investment Manager, or its
shareholders, directors, officers, employees or affiliates may purchase or sell
for its or their own accounts(s) or for the account of any other client.
The Sub-Investment Manager also agrees upon the reasonable request of
the Investment Manager or the Fund, to provide copies of the books and records
relating to the Fund which the Sub-Investment Manager maintains 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 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 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.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
9
The Sub-Investment Manager hereby gives the Fund, for the term of this
Agreement, a royalty free, nonexclusive, nontransferable right to use the name
"Franklin Xxxxxxxxx" (hereinafter referred to as the "Marks") in the U.S. as
part of the name of the Fund as follows: "Franklin Xxxxxxxxx Small Cap Growth
Portfolio" in connection with the activities of the Fund contemplated by this
Agreement. Such right does not include the right to allow third parties to use
the Marks except as specifically provided in this Agreement. Neither the Fund
nor the Investment Manager shall retain any right to use of the Marks after the
termination of this Agreement. Upon termination of this Agreement, the Fund
will immediately terminate all use of the Marks and destroy any remaining unused
sales documentation, promotional, marketing, advertising or other written,
printed or electronic material or performance information that contains the
Marks. The Fund agrees to use its best efforts to ensure that the nature and
quality of the services rendered in connection with the Marks shall confirm to
the terms of this Agreement, and any amendments thereto.
All sales documentation, promotional, marketing, advertising or other
written, printed or electronic material or performance information or data which
includes the Marks which is prepared, controlled and/or issued by or on behalf
of the Fund and/or the Investment Manager, and/or their agents or affiliates,
shall require the written approval of Sub-Investment Manager prior to
distribution. Such written or printed material may be distributed only in the
U.S. and shall bear the following legend: "'Franklin Xxxxxxxxx' is a trademark
of Franklin Resources, Inc. and/or its subsidiaries."
ARTICLE 3.
Duration and Termination of this Agreement.
------------------------------------------
10
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 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 Franklin Xxxxxxxxx Small Cap 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.
ARTICLE 5.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically
11
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
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Franklin Advisers, Inc.
000 Xxxxxxxx Xxxxxx Xxxx.
00
Xxx Xxxxx, XX 00000
Attn: General Counsel
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.
13
METROPOLITAN SERIES FUND, INC.
By ________________________________
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
_________________________
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By ___________________________
Xxxx X. Xxxxxxx, Xx
Senior Vice-President
Attest:
___________________________
FRANKLIN ADVISERS, INC.
By: _____________________________
Attest:
_____________________________
00
Xxxxxxxx
XXXXXXXX ADVISERS, INC.
-----------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Franklin Xxxxxxxxx Small Cap Growth Portfolio
---------------------------------------------
first $200 million 0.60%
next $300 million 0.52%
over $500 million 0.50% of the average daily value of the
net assets of the Portfolio
15
