Exhibit (d)(m)
XXXXXX OAKMARK LARGE CAP VALUE PORTFOLIO
INTERIM SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October 2000 among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and Xxxxxx
Associates L.P., a Delaware limited partnership (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of
which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the Xxxxxx Oakmark Large Cap Value Portfolio as set forth in the
Xxxxxx Oakmark Large Cap Value Portfolio Investment Management Agreement dated
October 30, 1998 between the Fund and the Investment Manager (the "Xxxxxx
Oakmark Large Cap Value Portfolio Investment Management Agreement"); and the
Fund and the Investment Manager desire to enter
into an interim 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 determination as to investment
policy and notify in writing the Sub-investment Manager thereof,
2
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 limited to, the Investment
Company Act and the rules and regulations thereunder and the
3
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, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be
4
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
Duration and Termination of this Agreement
------------------------------------------
This Agreement shall become effective on the closing date of the
acquisition of Nvest Companies L.P. by CDC Asset Management and shall remain in
force for the shorter of 150 days after that date (the "150-day Period") or when
a majority of the outstanding shares of the Portfolio vote on a new sub-
investment agreement.
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 not more
than ten calendar days' written notice to the Sub-Investment Manager, by the
Investment Manager on thirty calendar days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty calendar 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.
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
5
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 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
6
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
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 Interim
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 in the manner described
below. 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
7
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.
Any fee earned under this Agreement will be held in an interest-bearing
escrow account with the Fund's custodian or a bank. If a majority of the
outstanding shares of the Portfolio vote to approve a new sub-investment
management agreement by the end of the 150-day Period, the amount in the escrow
account (including interest earned) will be paid to the Sub-Investment Manager.
If a majority of the outstanding shares of the Portfolio do not approve a new
sub-investment management agreement by the end of the 150-day Period, the Sub-
Investment Manager will be paid, out of the escrow account, the lesser of:
(1) Any cost incurred in performing this Agreement (plus interest earned
on that amount while in escrow); or
(2) The total amount in the escrow account (plus earned interest).
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
8
comparable or lower fee; and (2) provide comparable services and bear comparable
expenses for a lower fee.
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. Xxxxxx, Esq.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
Xxx Xxxx, Xxx Xxxx 00000
Sub-Investment Manager: Xxxxx Xxxxxx, Esq.
Partner and General Counsel
Xxxxxx Associates L.P.
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
10
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: /s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
Attest:
/s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
Attest:
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
XXXXXX ASSOCIATES L.P.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
Chief Operating Officer
Attest:
/s/ Xxxxxxxx X. XxXxxxxxxx
----------------------------
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 $100MM
0.400% on the next $400MM
0.350% thereafter
of the average daily value of the net assets of the Portfolio
12
Exhibit (d)(m)
XXXXXX XXXXXX HIGH YIELD BOND PORTFOLIO
INTERIM SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October 2000, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, 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 Manager is engaged principally in the business
f 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 Xxxxxx High Yield Bond Portfolio as set forth in the
Xxxxxx Xxxxxx High Yield Bond Portfolio Investment Management Agreement dated
March 3, 1997 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 an interim 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") and
provide 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
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 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
2
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.
ARTICLE 2
Duration and Termination of this Agreement
------------------------------------------
This Agreement shall become effective on the closing date of the
acquisition of Nvest Companies L.P. by CDC Asset Management and shall remain in
force for the shorter of 150 days after that date (the "150-day Period") or when
a majority of the outstanding shares of the Portfolio vote on a new sub-
investment agreement.
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 not more
than ten calendar days' written notice to the Sub-Investment Manager, by the
Investment Manager on thirty calendar days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty calendar 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 Xxxxxx High Yield Bond Portfolio Investment Management
Agreement.
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
3
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 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 documents furnished
to it by the Investment Manager or the Fund.
4
ARTICLE 3
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 Interim 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 in the manner described
below. 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.
Any fee earned under this Agreement will be held in an interest-bearing
escrow account with the Fund's custodian or a bank. If a majority of the
outstanding shares of the Portfolio vote to approve a new sub-investment
management agreement by the end of the 150-day Period, the amount in the escrow
account (including interest earned) will be paid to the Sub-Investment Manager.
If a majority of the outstanding shares of the Portfolio do not approve a new
sub-investment management agreement by the end of the 150-day Period, the Sub-
Investment Manager will be paid, out of the escrow account, the lesser of:
(1) Any cost incurred in performing this Agreement (plus interest earned
on that amount while in escrow); or
(2) The total amount in the escrow account (plus earned interest).
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
5
comparable or lower fee; and (2) provide comparable services and bear comparable
expenses for a lower fee.
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.
6
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. Xxxxxx, Esq.
Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
Xxx Xxxx, Xxx Xxxx 00000
Sub-Investment Manager: Xxxxxx X. Xxxx
Executive Vice President
Xxxxxx, Xxxxxx & Company, L.P.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
7
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: /s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------
Xxxxxxxxxxx X. Xxxxxxxx
Attest:
/s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------
Xxxx X. Xxxxxx
Attest:
/s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
XXXXXX, XXXXXX & COMPANY, L.P.
/s/ Xxxx X. Xxxxxxx
---------------------------
Attest:
/s/ Xxxxxx X. Xxxxxx
---------------------------
8
APPENDIX
--------
XXXXXX, XXXXXX & COMPANY, L.P.
------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxx Xxxxxx High Yield Bond Portfolio
---------------------------------------
0.50% of the average daily value of the net assets of the Portfolio
9
