Exhibit (d)(f)
STATE STREET RESEARCH INVESTMENT TRUST PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the State Street Research Investment Trust 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 State Street Research Investment Trust
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, 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, 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: ________________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ________________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-Senior
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
State Street Research Investment Trust Portfolio
1st $500 Million .55%
next $500 Million .50%
above $1 Billion .45%
of the average daily value of the net assets of the Portfolio.
STATE STREET RESEARCH INCOME PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the State Street Research Income 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 State Street Research Income 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, 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, 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: __________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: _____________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: __________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: _____________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
State Street Research Income Portfolio
1st $250 Million .35%
next $250 Million .30%
above $500 Million .25%
of the average daily value of the net assets of the Portfolio.
STATE STREET RESEARCH DIVERSIFIED PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the State Street Research Diversified 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 State Street Research Diversified 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, 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, 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: ___________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ___________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
State Street Research Diversified Portfolio
1st $500 Million .50%
next $500 Million .45%
above $1 Billion .40%
of the average daily value of the net assets of the Portfolio.
STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the State Street Research Aggressive Growth 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 State Street Research Aggressive Growth (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, 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, 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: ____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ____________________________________
Xxxx X. Xxxxxxx, Xx., Senior
Vice-President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
State Street Research Aggressive Growth Portfolio
1st $500 Million .75%
next $500 Million .70%
above $1 Billion .65%
of the average daily value of the net assets of the Portfolio.
STATE STREET RESEARCH AURORA SMALL CAP VALUE PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the State Street Research Aurora Small Cap Value
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 State Street Research Aurora Small Cap Value
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, 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, 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: ____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: _____________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ____________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: _____________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
State Street Research Aurora Small Cap Value Portfolio
1st $500 Million .85%
next $500 Million .80%
above $1 Billion .75%
of the average daily value of the net assets of the Portfolio.
STATE STREET RESEARCH MONEY MARKET PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the State Street Research Money Market 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 State Street Research Money Market 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, 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, 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: ___________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ___________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
State Street Research Money Market Portfolio
.25% of the average daily value of the net assets of the Portfolio.
METLIFE STOCK INDEX PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the MetLife Stock Index 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 MetLife Stock Index 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, 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, 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: ____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ____________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
MetLife Stock Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.
METLIFE MID CAP STOCK INDEX PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the MetLife Mid Cap Stock Index 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 MetLife Mid Cap Stock Index 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, 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, 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: ___________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ___________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-
President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
MetLife Mid Cap Stock Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.
XXXXXX BROTHERS(R) AGGREGATE BOND INDEX PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Brothers Aggregate Bond Index 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 Brothers Aggregate Bond Index 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, 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, 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: ___________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ____________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: __________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ____________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxx Brothers Aggregate Bond Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.
XXXXXXX 2000(R) INDEX PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxxx 2000 Index 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 2000 Index 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, 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, 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: ____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxxx 2000 Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.
XXXXXX XXXXXXX EAFE(R) INDEX PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Xxxxxxx EAFE Index 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 Xxxxxxx EAFE Index 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, 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, 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: ______________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ________________________
Xxxxx X. Xxxxxxx,
Secretary
METLIFE ADVISERS, LLC
By: _____________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-
President
Attest: ________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxx Xxxxxxx EAFE Index Portfolio
.30% of the average daily value of the net assets of the Portfolio.
XXXXXX XXXXXX HIGH YIELD BOND PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; 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
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, 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, 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: ___________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ____________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _________________________________
Xxxx X. Xxxxxxx, Xx., Senior
Vice-President
Attest: ________________________
Name:
Title:
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.
XXXXXX INTERNATIONAL STOCK PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx 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 the Xxxxxx 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, 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, 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: _____________________________________
Xxxxxxxxxxx X. Xxxxxxxx,
President
Attest: ____________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ____________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxx International Stock Portfolio
1st $500 Million .90%
next $500 Million .85%
above $1 Billion .80%
of the average daily value of the net assets of the Portfolio.
XXXXXX LARGE CAP GROWTH PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Large 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 Xxxxxx Large 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
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, 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, 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: ____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ____________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxx Large Cap Growth Portfolio
1st $500 Million .80%
next $500 Million .75%
above $1 Billion .70%
of the average daily value of the net assets of the Portfolio.
X. XXXX PRICE LARGE CAP GROWTH PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the X. Xxxx Price Large 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 Large 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
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, 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, 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: ___________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ____________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
X. Xxxx Price Large Cap Growth Portfolio
1st $50 Million .70%
over $50 Million .60%
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 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; 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.
106
(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.
107
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.
108
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, 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,
109
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.
110
METROPOLITAN SERIES FUND, INC.
By: ______________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ______________________________________
Xxxx X. Xxxxxxx, Xx.,
Senior Vice-President
Attest: ___________________________
Name:
Title:
000
Xxxxxxxx
Xxxxxxxxxxxx Series Fund Fee Schedule
X. Xxxx Price Small Cap Growth Portfolio
1st $100 Million .55%
next $300 Million .50%
above $400 Million .45%
of the average daily value of the net assets of the Portfolio.
112
XXXXXX OAKMARK LARGE CAP VALUE PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxx Oakmark Large Cap Value 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 Oakmark Large Value 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, 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, 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: _____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _____________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-
President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxx Oakmark Large Cap Value Portfolio
1st $250 Million .75%
over $250 Million .70%
of the average daily value of the net assets of the Portfolio.
XXXXXXXXX XXXXXX PARTNERS MID CAP VALUE PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Xxxxxxxxx Xxxxxx Partners Mid Cap Value 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 Xxxxxxxxx Xxxxxx Partners Mid Cap Value
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, 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, 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: ______________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-
President
Attest: ________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio
1st $100 Million .70%
next $250 Million .675%
next $500 Million .65%
next $750 Million .625%
above $1.6 Billion .60%
of the average daily value of the net assets of the Portfolio.
JANUS MID CAP PORTFOLIO INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; 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
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, 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, 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: ______________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: ______________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-
President
Attest: _________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Janus Mid Cap Portfolio
1st $100 Million .75%
next $400 Million .70%
over $500 Million .65%
of the average daily value of the net assets of the Portfolio.
XXXXXXX GLOBAL EQUITY PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
Agreement made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; 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
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, 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, 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: _____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ____________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest: ________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Xxxxxxx Global Equity Portfolio
1st $50 Million .90%
next $50 Million .55%
next $400 Million .50%
over $500 Million .475%
of the average daily value of the net assets of the Portfolio.
JANUS GROWTH PORTFOLIO INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Janus 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 Janus 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
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, 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, 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: _________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-President
Attest: ________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Janus Growth Portfolio
1st $500 Million .80%
next $500 Million .75%
over $1 Billion .70%
of the average daily value of the net assets of the Portfolio.
FRANKLIN XXXXXXXXX SMALL CAP GROWTH PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1/st/ day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (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
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the Franklin Xxxxxxxxx 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 Franklin Xxxxxxxxx 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
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, 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, 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: _____________________________________
Xxxxxxxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxxx X. Xxxxxxx, Secretary
METLIFE ADVISERS, LLC
By: _____________________________________
Xxxx X. Xxxxxxx, Xx., Senior Vice-
President
Attest: ___________________________
Name:
Title:
Appendix
Metropolitan Series Fund Fee Schedule
Franklin Xxxxxxxxx Small Cap Growth Portfolio
1st $500 Million .90%
over $500 Millioin .85%
of the average daily value of the net assets of the Portfolio.
