EXHIBIT (d)(b)(5)
STATE STREET 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 enter into a
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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
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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.
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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
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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
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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
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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
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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.
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METROPOLITAN SERIES FUND, INC.
/s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
/s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
/s/ Xxxx X. Xxxxxxx, Xx.
------------------------------------
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest:
/s/ Xxxxxx X. Xxxx
--------------------------
STATE STREET RESEARCH &
MANAGEMENT COMPANY
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President & Treasurer
Attest:
/s/ Xxx X. Xxxxxxx
------------------------------
Xxx X. Xxxxxxx
Vice President
0
Xxxxxxxx
XXXXX XXXXXX RESEARCH & 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
10
