EXHIBIT 5(b)
XXXXXXX GLOBAL EQUITY PORTFOLIO INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of March, 1997, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 X. Xxxx Price Small Cap Growth Portfolio, the Janus Mid Cap
Portfolio, and the Xxxxxx Xxxxxx High Yield Bond 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 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;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxxx Global Equity Portfolio of the Fund with
the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Xxxxxxx Global Equity Portfolio (the
"Portfolio") and to manage the investment and reinvestment of the assets of the
Portfolio and to administer its affairs, subject to the supervision of the Board
of Directors of the Fund, for the period and on the terms and conditions set
forth in this Agreement. The Investment Manager hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations herein set forth for the compensation provided for
herein. The 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 in any way or otherwise be deemed
an agent of the Fund other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager to the
------------------------------
Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, 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 of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The 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 the Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) Administrative Services. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the custodian, transfer agent, other shareholder
service agents, accountants, attorneys and other parties performing services or
operational functions for the Fund, (ii) to provide the Fund, at the Investment
Manager's expense, with services of persons competent to perform such
professional, administrative and clerical functions as are necessary in order to
provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of
Xxxxxxx, Xxxxxxx & Xxxxx, Inc. as the 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-Investment
Manager shall be the sole responsibility of the Investment Manager and the
duties and responsibilities of the
Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing
shareholders of registration statements, prospectuses, reports, notices and
proxy solicitation materials of the Fund; all other expenses incidental to
holding meetings of the Fund's shareholders; insurance premiums for fidelity
coverage and errors and omissions insurance; and extraordinary or non-recurring
expenses (such as legal claims and liabilities and litigation costs and any
indemnification related thereto) attributable to the Portfolio. The Fund shall
allocate the appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month the fee at the annual rate specified by the schedule
of fees in the Appendix to this Agreement. The average daily value of the net
assets of the Portfolio shall be determined and computed in accordance with the
description of the method of determination of net asset value contained in the
Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in
Article 1(a), the Investment Manager shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with any investment policy or the purchase, sale or redemption of any securities
on the recommendation of the Investment Manager. Nothing herein contained shall
be construed to protect the Investment Manager against any liability to the Fund
or its shareholders to which the Investment Manager shall otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence in the performance
of its duties on behalf of the Fund, reckless disregard of the Investment
Manager's obligations and duties under this Agreement or the violation of any
applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or
otherwise and that directors, officers, employees or policyholders of the
Investment Manager are or may become similarly interested in the Fund, and that
the Investment Manager is or may become interested in the Fund as shareholder or
otherwise.
ARTICLE 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, 1998 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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7.
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 8.
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 9.
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.
METROPOLITAN SERIES FUND, INC.
By_____________________________
President
Attest:
----------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_________________________________
Executive Vice-President
Attest:
-------------------
Assistant Secretary
APPENDIX
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxxx Global Equity Portfolio
-------------------------------
1st $50M .90%
next $50M .55%
next $400M .50%
above $500M .475% of the average daily value of the net
assets of the Portfolio.
X. XXXX PRICE SMALL CAP GROWTH PORTFOLIO INVESTMENT MANAGEMENT
AGREEMENT
AGREEMENT made this 1st day of March, 1997, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 X. Xxxx Price Small Cap Growth Portfolio, the Janus Mid Cap
Portfolio, and the Xxxxxx Xxxxxx High Yield Bond 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 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;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the X. Xxxx Price Small Cap Growth Portfolio of the
Fund with the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the X. Xxxx Price Small Cap Growth
Portfolio (the "Portfolio") and to manage the investment and reinvestment of the
assets of the Portfolio and to administer its affairs, subject to the
supervision of the Board of Directors of the Fund, for the period and on the
terms and conditions set forth in this Agreement. The Investment Manager hereby
accepts such employment and agrees during such
period, at its own expense, to render the services and to assume the obligations
herein set forth for the compensation provided for herein. The 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 in any way or otherwise be deemed an agent of the Fund
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
(a) Investment Management Services. In acting as investment manager to the
------------------------------
Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, 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 of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The 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 the
Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) Administrative Services. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the
custodian, transfer agent, other shareholder service agents, accountants,
attorneys and other parties performing services or operational functions for the
Fund, (ii) to provide the Fund, at the Investment Manager's expense, with
services of persons competent to perform such professional, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the maintenance of the
books and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of X.
Xxxx Price Associates, Inc. as the 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-Investment Manager shall be the sole responsibility of the Investment
Manager and the duties and responsibilities of the Sub-Investment Manager shall
be as set forth in a sub-investment management agreement among the Investment
Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to
and of independent auditors of the Fund selected by the Board of Directors;
expenses of printing and mailing to existing shareholders of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the Fund; all other expenses incidental to holding meetings of the Fund's
shareholders; insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month the fee at the annual rate specified by the schedule
of fees in the Appendix to this Agreement. The average daily value of the net
assets of the Portfolio shall be determined and computed in accordance with the
description of the method of determination of net asset value contained in the
Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders
of the Fund are or may become interested in the Investment Manager, as
directors, officers, employees or policyholders or otherwise and that directors,
officers, employees or policyholders of the Investment Manager are or may become
similarly interested in the Fund, and that the Investment Manager is or may
become interested in the Fund as shareholder or otherwise.
ARTICLE 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, 1998 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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7.
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 8.
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 9.
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.
METROPOLITAN SERIES FUND, INC.
By_____________________________
President
Attest:
----------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_________________________________
Executive Vice-President
Attest:
-------------------
Assistant Secretary
APPENDIX
Metropolitan Series Fund Fee Schedule
-------------------------------------
X. Xxxx Price Small Cap Growth Portfolio
----------------------------------------
1st $100M .55%
next $300M .50%
above $400M .45% of the average daily value of the net
assets of the Portfolio.
JANUS MID CAP PORTFOLIO INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of March, 1997, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 X. Xxxx Price Small Cap Growth Portfolio, the Janus Mid Cap
Portfolio, and the Xxxxxx Xxxxxx High Yield Bond 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 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;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Janus Mid Cap Portfolio, of the Fund with the
Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Janus Mid Cap Portfolio (the
"Portfolio") and to manage the investment and reinvestment of the assets of the
Portfolio and to administer its affairs, subject to the supervision of the Board
of Directors of the Fund, for the period and on the terms and conditions set
forth in this Agreement. The Investment Manager hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations herein set forth for the compensation provided for
herein. The
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 in any way or otherwise be deemed an agent of
the Fund other than in furtherance of its duties and responsibilities as set
forth in this Agreement.
(a) Investment Management Services. In acting as investment manager to the
------------------------------
Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, 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 of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The 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 the Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) Administrative Services. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the custodian, transfer agent, other shareholder
service agents, accountants, attorneys and other parties performing services or
operational functions for the Fund, (ii) to provide the Fund, at the Investment
Manager's expense, with services of persons competent to perform such
professional, administrative and clerical functions as are necessary in order to
provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of
Janus Capital Corporation as the 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-Investment
Manager shall be the sole responsibility of the Investment Manager and the
duties and responsibilities of the Sub-Investment
Manager shall be as set forth in a sub-investment management agreement among the
Investment Manager, the Sub-Investment Manager and the Fund on behalf of the
Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing
shareholders of registration statements, prospectuses, reports, notices and
proxy solicitation materials of the Fund; all other expenses incidental to
holding meetings of the Fund's shareholders; insurance premiums for fidelity
coverage and errors and omissions insurance; and extraordinary or non-recurring
expenses (such as legal claims and liabilities and litigation costs and any
indemnification related thereto) attributable to the Portfolio. The Fund shall
allocate the appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month the fee at the annual rate specified by the schedule
of fees in the Appendix to this Agreement. The average daily value of the net
assets of the Portfolio shall be determined and computed in accordance with the
description of the method of determination of net asset value contained in the
Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in
Article 1(a), the Investment Manager shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with any investment policy or the purchase, sale or redemption of any securities
on the recommendation of the Investment Manager. Nothing herein contained shall
be construed to protect the Investment Manager against any liability to the Fund
or its shareholders to which the Investment Manager shall otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence in the performance
of its duties on behalf of the Fund, reckless disregard of the Investment
Manager's obligations and duties under this Agreement or the violation of any
applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or
otherwise and that directors, officers, employees or policyholders of the
Investment Manager are or may become similarly interested in the Fund, and that
the Investment Manager is or may become interested in the Fund as shareholder or
otherwise.
ARTICLE 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, 1998 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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7.
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 8.
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 9.
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.
METROPOLITAN SERIES FUND, INC.
By_____________________________
President
Attest:
----------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_________________________________
Executive Vice-President
Attest:
-------------------
Assistant Secretary
APPENDIX
Metropolitan Series Fund Fee Schedule
-------------------------------------
Janus Mid Cap Portfolio
-----------------------
1st $100M .75%
next $400M .70%
above $500M .65% of the average daily value of the net
assets of the Portfolio.
XXXXXX XXXXXX HIGH YIELD BOND PORTFOLIO INVESTMENT MANAGEMENT
AGREEMENT
AGREEMENT made this 1st day of March, 1997, by and between Metropolitan
Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life
Insurance Company, a New York corporation (the "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 X. Xxxx Price Small Cap Growth Portfolio, the Janus Mid Cap
Portfolio, and the Xxxxxx Xxxxxx High Yield Bond 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 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;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Xxxxxx High Yield Bond Portfolio of the
Fund with the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Xxxxxx Xxxxxx High Yield Bond Portfolio
(the "Portfolio") and to manage the investment and reinvestment of the assets of
the Portfolio and to administer its affairs, subject to the supervision of the
Board of Directors of the Fund, for the period and on the terms and conditions
set forth in this Agreement. The Investment Manager hereby accepts such
employment and agrees during such
period, at its own expense, to render the services and to assume the obligations
herein set forth for the compensation provided for herein. The 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 in any way or otherwise be deemed an agent of the Fund
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
(a) Investment Management Services. In acting as investment manager to the
------------------------------
Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, 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 of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The 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 the
Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The 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.
(b) Administrative Services. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the
custodian, transfer agent, other shareholder service agents, accountants,
attorneys and other parties performing services or operational functions for the
Fund, (ii) to provide the Fund, at the Investment Manager's expense, with
services of persons competent to perform such professional, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the maintenance of the
books and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of
Xxxxxx, Xxxxxx & Company, L.P. as the 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-Investment Manager shall be the sole responsibility of the Investment
Manager and the duties and responsibilities of the Sub-Investment Manager shall
be as set forth in a sub-investment management agreement among the Investment
Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to
and of independent auditors of the Fund selected by the Board of Directors;
expenses of printing and mailing to existing shareholders of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the Fund; all other expenses incidental to holding meetings of the Fund's
shareholders; insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month the fee at the annual rate specified by the schedule
of fees in the Appendix to this Agreement. The average daily value of the net
assets of the Portfolio shall be determined and computed in accordance with the
description of the method of determination of net asset value contained in the
Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders
of the Fund are or may become interested in the Investment Manager, as
directors, officers, employees or policyholders or otherwise and that directors,
officers, employees or policyholders of the Investment Manager are or may become
similarly interested in the Fund, and that the Investment Manager is or may
become interested in the Fund as shareholder or otherwise.
ARTICLE 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, 1994 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, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7.
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 8.
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 9.
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.
METROPOLITAN SERIES FUND, INC.
By_____________________________
President
Attest:
----------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_________________________________
Executive Vice-President
Attest:
-------------------
Assistant Secretary
APPENDIX
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxx Xxxxxx High Yield Bond Portfolio
---------------------------------------
.70% of the average daily value of the net
assets of the Portfolio.
