Exhibit (d)(k)
▇▇▇▇▇▇ INTERNATIONAL STOCK PORTFOLIO
AMENDED SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 24th day of January, 2000, and amended May 1,
2000, among Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"),
Metropolitan Life Insurance Company (the "Investment Manager"), a New York
corporation, and ▇▇▇▇▇▇ Investment Management, Inc., a Massachusetts 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 ▇▇▇▇▇▇ International Stock Portfolio (formerly
known as the
1
Santander International Stock Portfolio) as set forth in the Investment
Management Agreement dated April 29, 1991 and amended effective August 1, 1997
relating to the ▇▇▇▇▇▇ International Stock Portfolio between the Fund and the
Investment Manager (the "▇▇▇▇▇▇ International Stock Portfolio Investment
Management Agreement"); and the Fund and the Investment Manager desire to enter
into a separate sub-investment management agreement with respect to the ▇▇▇▇▇▇
International Stock Portfolio of the Fund with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1.
Duties of the Sub-Investment Manager.
------------------------------------
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's ▇▇▇▇▇▇ International
Stock Portfolio (the "Portfolio") for the period and on the terms and conditions
set forth in this Agreement. In acting as Sub-Investment Manager to the Fund
with respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities or other assets in
which it may invest, subject always to any restrictions of the Fund's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and
2
regulations including the Investment Company Act, and the statements relating to
the Portfolio's investment objectives, policies and restrictions as the same are
set forth in the prospectus and statement of additional information of the Fund
then currently effective under the Securities Act of 1933 (the "Prospectus").
Should the Board of Directors of the Fund or the Investment Manager at any time,
however, make any definite determination as to investment policy and notify in
writing the Sub-Investment Manager thereof, the Sub-Investment Manager shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified in writing that such determination has been revoked.
The Sub-Investment Manager shall take, on behalf of the Fund, all actions which
it deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the
Sub-Investment Manager. The Sub-Investment Manager shall not favor any account
over any other and any purchase or sale orders executed contemporaneously shall
be allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will
provide investment
3
research as to the Portfolio's investments and conduct a continuous program of
evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a manner
that is consistent with the investment objective and policies of the Portfolio
set forth in the Prospectus, as from time to time amended, and communicated in
writing to the Sub-Investment Manager, and consistent with applicable law,
including, but not limited to, the Investment Company Act and, so far as it is
in its power and authority, the rules and regulations thereunder and the
applicable provisions of the Internal Revenue Code and the rules and regulations
thereunder (including, without limitation, subchapter M of the Code and the
investment diversification aspects of Section 817(h) of the Code). The
Investment Manager acknowledges and agrees that the Sub-Investment Manager's
compliance with such obligations with respect to the Code will be based, in
part, on information supplied by the Investment Manager or its agents as to the
Portfolio, such as Portfolio security lot gain/loss allocation. The
Sub-Investment Manager shall have no responsibility for any losses due to
inaccurate or untimely information supplied by the Investment Manager.
The Sub-Investment Manager shall not be responsible for the
administrative affairs of the Fund including, but not limited to, accounting and
pricing the Portfolio except as specifically agreed to herein. The
Sub-Investment Manager will furnish the Investment Manager and the Fund such
statistical information, including prices of securities in situations where a
fair valuation determination is required or when a security cannot be priced by
the Fund's accountants due to a lack of market or broker quotations, with
respect to the investments
4
it makes for the Portfolio as the Investment Manager and the Fund may reasonably
request. On its own initiative, the Sub-Investment Manager will apprise the
Investment Manager and the Fund of important developments materially affecting
the Portfolio, including but not limited to any change in the personnel of the
Sub-Investment Manager responsible for the day to day investment decisions made
by the Sub-Investment Manager for the Portfolio and any material legal
proceedings against the Sub-Investment Manager by the Securities and Exchange
Commission relating to violations of the federal securities laws by the
Sub-Investment Manager, and will furnish the Investment Manager and the Fund
from time to time with similar material information that is believed appropriate
for this purpose. In addition, the Sub-Investment Manager will furnish the
Investment Manager and the Fund's Board of Directors such periodic and special
reports as either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in
rendering the services provided for in this Article 1, and the Fund and the
Investment Manager agree, as an inducement to the Sub-Investment Manager's
undertaking so to do, that the Sub-Investment Manager will not be liable under
this Agreement for any mistake of judgment or in any other event whatsoever,
except as hereinafter provided. The Sub-Investment Manager shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent the
Fund or the Investment Manager in any way or otherwise be deemed an agent of the
Fund or the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the
Investment
5
Manager and the Sub-Investment Manager may agree to the employment of a
Sub-Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Sub-Investment Manager shall be the sole
responsibility of the Sub-Investment Manager and the duties and responsibilities
of the Sub-Sub-Investment Manager shall be as set forth in a sub-sub-investment
management agreement among the Investment Manager, the Sub-Investment Manager,
the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Sub-Investment Management Fee.
-----------------------------
The payment of advisory fees and the allocation of charges and
expenses between the Fund and the Investment Manager with respect to the
Portfolio are set forth in the ▇▇▇▇▇▇ International Stock Portfolio Investment
Management Agreement. Nothing in this ▇▇▇▇▇▇ International Stock Portfolio
Sub-Investment Management Agreement shall change or affect that arrangement. The
payment of advisory fees and the apportionment of any expenses related to the
services of the Sub-Investment Manager under this Agreement shall be the sole
concern of the Investment Manager and the Sub-Investment Manager and shall not
be the responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee
6
for any period from the date the Portfolio commences operations to the end of
the month will be prorated according to the proportion which the period bears to
the full month, and, upon any termination of this Agreement before the end of
any month, the fee for the part of the month during which the Sub-Investment
Manager acted under this Agreement will be prorated according to the proportion
which the period bears to the full month and will be payable upon the date of
termination of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
Other Matters.
-------------
The Sub-Investment Manager may from time to time employ or associate
with itself any person or persons believed to be particularly fitted to assist
in its performance of services under this Agreement. The compensation of any
such persons will be paid by the Sub-Investment Manager, and no obligation will
be incurred by, or on behalf of, the Fund or the Investment Manager with respect
to them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that
7
the persons employed by the Sub-Investment Manager to assist in the performance
of the Sub-Investment Manager's duties hereunder will not devote their full time
to such service, and nothing herein contained shall be deemed to limit or
restrict the Sub-Investment Manager's right or the right of any of the
Sub-Investment Manager's affiliates to engage in and devote time and attention
to other businesses or to render other services of whatever kind or nature.
The Sub-Investment Manager agrees that, to the extent required by the
Investment Company Act, all books and records which it maintains for the Fund
are the Fund's property. The Sub-Investment Manager also agrees upon request of
the Investment Manager or the Fund, promptly to surrender the books and records
to the requester or make the books and records available for inspection by
representatives of regulatory authorities. The Sub-Investment Manager further
agrees to maintain and preserve the Fund's books and records in accordance with
the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence of the Sub-Investment
Manager in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment
Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws
as currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or
8
supplements thereto before or at the time the amendments or supplements become
effective. The Sub-Investment Manager will be entitled to rely on all documents
furnished to it by the Investment Manager or the Fund.
The Investment Manager may use (and shall cause all of its
affiliates, including the Fund, to use, the names "▇▇▇▇▇▇ Investment Management,
Inc.", "▇▇▇▇▇▇ Investment Management", "▇▇▇▇▇▇ Investments" or "▇▇▇▇▇▇" or any
derivation thereof only for so long as this Agreement or any extension, renewal
or amendment remains in effect. At such times as this Agreement shall no longer
be in effect, the Investment Manager shall cease to use (and shall cause its
affiliates to cease using) any name using any of the foregoing terms or any
other name indicating that the Portfolio is advised by or otherwise connected
with the Sub-Investment Manager. The Investment Manager acknowledges that the
Fund has included the name "▇▇▇▇▇▇" in the Portfolio through permission of the
Sub-Investment Manager and the Sub-Investment Manager retains all rights to such
name.
The Investment Manager will not, and will cause its affiliates to
not, refer to or describe the Sub-Investment Manager in any prospectus, proxy
statement, sales literature or other material except with the written permission
of the Sub-Investment Manager, which permission shall not unreasonably be
withheld.
ARTICLE 3.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above
written and shall remain in force until May 16, 2001 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
9
Fund, or by the vote of a majority of the outstanding shares of the Portfolio,
and (ii) a majority of those directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, or by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the ▇▇▇▇▇▇ International Stock Portfolio Investment Management
Agreement.
ARTICLE 4.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
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
10
Portfolio, and (ii) by the vote of a majority of those directors of the Fund who
are not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.
ARTICLE 6.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the Investment Company Act. To the extent that
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
ARTICLE 7.
Notices.
-------
Notices to be given hereunder shall be addressed to:
Fund: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Investment Manager: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Sub-Investment Manager: ▇▇▇▇▇▇ Investment Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
11
Attention: ▇▇▇▇ ▇. ▇▇▇▇
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.
12
METROPOLITAN SERIES FUND, INC.
By ___________________________
Attest:
-----------------
METROPOLITAN LIFE INSURANCE
COMPANY
By ____________________________
Attest:
----------------------
▇▇▇▇▇▇ INVESTMENT MANAGEMENT,
INC.
By ____________________________
Attest:
--------------------
13
Appendix
▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.
Metropolitan Series Fund Fee Schedule
-------------------------------------
▇▇▇▇▇▇ International Stock Portfolio
------------------------------------
1st $150M .65%
next $150M .55%
above $300M .45% of the average daily value of the
net assets of the Portfolio
14
▇▇▇▇▇▇ INTERNATIONAL STOCK PORTFOLIO AMENDED INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1991, and amended effective the
1st day of May 2000, 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 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 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 ▇▇▇▇▇▇ International Stock 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 ▇▇▇▇▇▇ International Stock
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 a 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 a fee which shall accrue daily 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:
____________________________
Assistant Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_______________________________
Senior Executive Vice-President
Attest:
____________________________
Assistant Secretary
Appendix
--------
Metropolitan Series Fund Fee Schedule
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▇▇▇▇▇▇ International Stock Portfolio
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1st $500M .90%
next $500M .85%
above $1,000M .80% of the average daily
value of the net assets of the Portfolio.
