EXHIBIT (d)(b)(7)
XXXXXX INTERNATIONAL STOCK PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May, 2001, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), MetLife Advisers, LLC (the
"Investment Manager"), a Delaware limited liability company, and Xxxxxx
Investment Management, LLC., a Delaware limited liability company (the
"Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues
separate classes (or series) of stock, each of which represents a separate
portfolio of investments;
WHEREAS, the Fund is currently comprised of various portfolios, each
of which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act
as investment manager of the Xxxxxx International Stock Portfolio (formerly
known as the Santander International Stock Portfolio) as set forth in the
Investment Management Agreement dated May 1, 2001 relating to the Xxxxxx
International Stock Portfolio between the Fund and the
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Investment Manager (the "Xxxxxx International Stock Portfolio Investment
Management Agreement"); and the Fund and the Investment Manager desire to enter
into a separate sub-investment management agreement with respect to the Xxxxxx
International Stock Portfolio of the Fund with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1.
Duties of the Sub-Investment Manager.
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's Xxxxxx International
Stock Portfolio (the "Portfolio") for the period and on the terms and conditions
set forth in this Agreement. In acting as Sub-Investment Manager to the Fund
with respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities or other assets in
which it may invest, subject always to any restrictions of the Fund's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in the prospectus and
statement of additional information of the Fund then currently effective under
the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of
the Fund or the Investment Manager at any time, however, make any definite
determination as to
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investment policy and notify in writing the Sub-Investment Manager thereof, the
Sub-Investment Manager shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified in writing that such
determination has been revoked. The Sub-Investment Manager shall take, on behalf
of the Fund, all actions which it deems necessary to implement the investment
policies of the Portfolio, determined as provided above, and in particular to
place all orders for the purchase or sale of portfolio securities for the
Portfolio with brokers or dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the
Sub-Investment Manager. The Sub-Investment Manager shall not favor any account
over any other and any purchase or sale orders executed contemporaneously shall
be allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will
provide investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of its assets. The Sub-Investment Manager will
have the responsibility to monitor the investments of the Portfolio to the
extent necessary for the Sub-Investment Manager to manage the Portfolio in a
manner that is consistent with the investment objective and policies of the
Portfolio set forth in the Prospectus, as from time to time amended, and
communicated in writing to the Sub-Investment Manager, and consistent with
applicable law, including, but not limited to, the Investment Company Act and,
so far as it is in its power and authority, the rules and regulations
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thereunder and the applicable provisions of the Internal Revenue Code and the
rules and regulations thereunder (including, without limitation, subchapter M of
the Code and the investment diversification aspects of Section 817(h) of the
Code). The Investment Manager acknowledges and agrees that the Sub-Investment
Manager's compliance with such obligations with respect to the Code will be
based, in part, on information supplied by the Investment Manager or its agents
as to the Portfolio, such as Portfolio security lot gain/loss allocation. The
Sub-Investment Manager shall have no responsibility for any losses due to
inaccurate or untimely information supplied by the Investment Manager.
The Sub-Investment Manager shall not be responsible for the
administrative affairs of the Fund including, but not limited to, accounting and
pricing the Portfolio except as specifically agreed to herein. The
Sub-Investment Manager will furnish the Investment Manager and the Fund such
statistical information, including prices of securities in situations where a
fair valuation determination is required or when a security cannot be priced by
the Fund's accountants due to a lack of market or broker quotations, with
respect to the investments it makes for the Portfolio as the Investment Manager
and the Fund may reasonably request. On its own initiative, the Sub-Investment
Manager will apprise the Investment Manager and the Fund of important
developments materially affecting the Portfolio, including but not limited to
any change in the personnel of the Sub-Investment Manager responsible for the
day to day investment decisions made by the Sub-Investment Manager for the
Portfolio and any material legal proceedings against the Sub-Investment Manager
by the Securities and Exchange Commission relating to violations of the federal
securities laws by the Sub-Investment Manager, and will furnish the Investment
Manager and the Fund from time to time with similar material information that is
believed appropriate for this purpose. In addition, the Sub-Investment
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Manager will furnish the Investment Manager and the Fund's Board of Directors
such periodic and special reports as either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in
rendering the services provided for in this Article 1, and the Fund and the
Investment Manager agree, as an inducement to the Sub-Investment Manager's
undertaking so to do, that the Sub-Investment Manager will not be liable under
this Agreement for any mistake of judgment or in any other event whatsoever,
except as hereinafter provided. The Sub-Investment Manager shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent the
Fund or the Investment Manager in any way or otherwise be deemed an agent of the
Fund or the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the
Investment Manager and the Sub-Investment Manager may agree to the employment of
a Sub-Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Sub-Investment Manager shall be the sole
responsibility of the Sub-Investment Manager and the duties and responsibilities
of the Sub-Sub-Investment Manager shall be as set forth in a sub-sub-investment
management agreement among the Investment Manager, the Sub-Investment Manager,
the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Sub-Investment Management Fee.
The payment of advisory fees and the allocation of charges and
expenses between the Fund and the Investment Manager with respect to the
Portfolio are set forth in the Xxxxxx
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International Stock Portfolio Investment Management Agreement. Nothing in this
Xxxxxx International Stock Portfolio Sub-Investment Management Agreement shall
change or affect that arrangement. The payment of advisory fees and the
apportionment of any expenses related to the services of the Sub-Investment
Manager under this Agreement shall be the sole concern of the Investment Manager
and the Sub-Investment Manager and shall not be the responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears to
the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
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
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Manager with respect to them.
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
The Fund and the Investment Manager understand that the
Sub-Investment Manager now acts and will continue to act as investment manager
to various investment companies and fiduciary or other managed accounts, and the
Fund and the Investment Manager have no objection to the Sub-Investment
Manager's so acting. In addition, the Fund understands that the persons employed
by the Sub-Investment Manager to assist in the performance of the Sub-Investment
Manager's duties hereunder will not devote their full time to such service, and
nothing herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that, to the extent required by the
Investment Company Act, all books and records which it maintains for the Fund
are the Fund's property. The Sub-Investment Manager also agrees upon request of
the Investment Manager or the Fund, promptly to surrender the books and records
to the requester or make the books and records available for inspection by
representatives of regulatory authorities. The Sub-Investment Manager further
agrees to maintain and preserve the Fund's books and records in accordance with
the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence of the Sub-Investment
Manager in the performance of its duties or from reckless
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disregard of its obligations and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment
Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws
as currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
The Investment Manager may use (and shall cause all of its
affiliates, including the Fund, to use, the names "Xxxxxx Investment Management,
Inc.", "Xxxxxx Investment Management", "Xxxxxx Investments" or "Xxxxxx" or any
derivation thereof only for so long as this Agreement or any extension, renewal
or amendment remains in effect. At such times as this Agreement shall no longer
be in effect, the Investment Manager shall cease to use (and shall cause its
affiliates to cease using) any name using any of the foregoing terms or any
other name indicating that the Portfolio is advised by or otherwise connected
with the Sub-Investment Manager. The Investment Manager acknowledges that the
Fund has included the name "Xxxxxx" in the Portfolio through permission of the
Sub-Investment Manager and the Sub-Investment Manager retains all rights to such
name.
The Investment Manager will not, and will cause its affiliates to
not, refer to or describe the Sub-Investment Manager in any prospectus, proxy
statement, sales literature or other material except with the written permission
of the Sub-Investment Manager, which permission shall not unreasonably be
withheld.
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ARTICLE 3.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above
written and shall remain in force until May 16, 2002 and thereafter shall
continue in effect, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding shares of the Portfolio, and (ii) a
majority of those directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, or by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Xxxxxx International Stock Portfolio Investment Management
Agreement.
ARTICLE 4.
Definitions.
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
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
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the Investment Company Act, or by the vote of a majority of the outstanding
shares of the Portfolio, and (ii) by the vote of a majority of those directors
of the Fund who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
ARTICLE 6.
Governing Law.
The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the Investment Company Act. To the extent that
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
ARTICLE 7.
Notices.
Notices to be given hereunder shall be addressed to:
Fund: Xxxxxxxxxxx X. Xxxxxxxx
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sub-Investment Manager: Xxxxxx Investment Management, LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxx
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties at the addresses set forth above. Notice shall be
effective upon delivery.
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METROPOLITAN SERIES FUND, INC.
/s/ Xxxxxxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest:
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
/s/ Xxxx X. Xxxxxxx, Xx.
-------------------------------------
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest:
/s/ Xxxxxx X. Xxxx
----------------------------
Secretary
XXXXXX INVESTMENT
MANAGEMENT, LLC
/s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxxx Xxxxxxxx
----------------------------
Xxxxxx Xxxxxxxx
Assistant Vice President
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Appendix
XXXXXX INVESTMENT MANAGEMENT, LLC
Metropolitan Series Fund Fee Schedule
Xxxxxx International Stock Portfolio
1st $150 Million .65%
next $150 Million .55%
over $300 Million .45%
of the average daily value of the net assets of the Portfolio
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