EXHIBIT (d)(b)(13)
XXXXXXXXX XXXXXX PARTNERS MID CAP VALUE PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May 2001, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), MetLife Advisers, LLC, a
Delaware limited liability company, and Xxxxxxxxx Xxxxxx Management Inc., a New
York corporation (the Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues
separate classes (or series) of stock, each of which represents a separate
portfolio of investments;
WHEREAS, the Fund is currently comprised of various portfolios, each
of which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory and management services and is registered as an
investment adviser under the Advisers Act; and
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio as
set forth in the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment
Management Agreement dated May 1, 2001 between the Fund and the Investment
Manager (the "Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment
Management Agreement"); and the Fund and the
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Investment Manager desire to enter into a separate sub-investment management
agreement with respect to the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio
of the Fund with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1
Duties of the Sub-Investment Manager
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's Xxxxxxxxx Xxxxxx
Partners Mid Cap Value Portfolio (the "Portfolio") for the period and on the
terms and conditions set forth in this Agreement. In acting as Sub-Investment
Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager
shall determine which securities shall be purchased, sold or exchanged and what
portion of the assets of the Portfolio shall be held in the various securities
or other assets in which it may invest, subject always to any restrictions of
the Fund's Articles of Incorporation and By-Laws, as amended or supplemented
from time to time, the provisions of applicable laws and regulations including
the Investment Company Act, and the statements relating to the Portfolio's
investment objectives, policies and restrictions as the same are set forth in
the prospectus and statement of additional information of the Fund then
currently effective under the Securities Act of 1933 (the "Prospectus") and
provided to the Sub-Investment Manager in writing. Should the Board of Directors
of the Fund or the Investment Manager at any time, however, make any definite
determination as to investment policy and notify in writing the Sub-Investment
Manager thereof,
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the Sub-Investment Manager shall be bound by such determination for the period,
if any, specified in such notice or until similarly notified in writing that
such determination has been revoked. The Sub-Investment Manager shall not be
liable to the Fund, the Portfolio or the Investment Manager, or any shareholder
of the Fund, and the Investment Manager shall indemnify and hold harmless the
Sub-Investment Manager for any losses, claims, damages, liabilities or
litigation (including reasonable attorneys fees and expenses) sustained in
connection with adherence to such determination.
The Sub-Investment Manager shall take, on behalf of the Fund, all
actions which it deems necessary and appropriate to implement the investment
policies of the Portfolio, determined as provided above, and in particular to
open accounts and to place all orders for the purchase or sale of portfolio
securities for the Portfolio with brokers or dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with any other accounts managed by the Sub-Investment Manager. The
Sub-Investment Manager shall not favor any account over any other and any
purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
With respect to brokerage and subject to the policies set forth above
and in the Prospectus, the Sub-Investment Manager may cause the Portfolio to pay
a broker a commission for executing a portfolio transaction in excess of the
commission another broker would have charged for effecting the same transaction
if the difference is reasonably justified by other aspects of portfolio
execution or research services offered. Subject to such policies as the Board
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of Directors of the Fund may determine, the Sub-Investment Manager shall not be
deemed to have acted unlawfully or to have breached a duty solely by reason of
its having caused the Portfolio to pay a broker-dealer that provides research
services to the Sub-Investment Manager an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the
Sub-Investment Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the research or brokerage services
provided by such broker, viewed in terms of either that particular transaction
or the Sub-Investment Manager's ongoing responsibilities with respect to the
Portfolio. The Investment Manager, Sub-Investment Manager and the Fund further
agree that the Sub-Investment Manager is authorized to employ an affiliated
broker-dealer as the Portfolio's principal broker.
In connection with these services the Sub-Investment Manager will
provide investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of its assets. The Sub-Investment Manager will
have the responsibility to monitor the investments of the Portfolio to the
extent necessary for the Sub-Investment Manager to manage the Portfolio in a
manner that is consistent with the investment objective and policies of the
Portfolio set forth in the Prospectus, as from time to time amended, and
consistent with applicable law, including, but not limited to, the Investment
Company Act and the rules and regulations thereunder and the applicable
provisions of the Internal Revenue Code and the rules and regulations thereunder
(including, without limitation, subchapter M of the Code and the investment
diversification aspects of Section 817(h) of the Code).
The Sub-Investment Manager will furnish the Investment Manager and the
Fund such statistical information, including recommendations of prices of
securities in situations where a
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fair valuation determination is required or when a security cannot be priced by
the Fund's accountants, with respect to the investments it makes for the
Portfolio as the Investment Manager and the Fund may reasonably request. On its
own initiative, the Sub-Investment Manager will apprise the Investment Manager
and the Fund of important developments materially affecting the Portfolio,
including but not limited to any change in the personnel of the Sub-Investment
Manager responsible for the day to day investment decisions made by the
Sub-Investment Manager for the Portfolio and any material legal proceedings
against the Sub-Investment Manager by the Securities and Exchange Commission
relating to violations of the federal securities laws by the Sub-Investment
Manager, and will furnish the Investment Manager and the Fund from time to time
with similar material information that is believed by the Sub-Investment Manager
appropriate for this purpose. In addition, the Sub-Investment Manager will
furnish the Investment Manager and the Fund's Board of Directors such periodic
and special reports as either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in
rendering the services provided for in this Article 1, and the Fund and the
Investment Manager agree, as an inducement to the Sub-Investment Manager's
undertaking so to do, that the Sub-Investment Manager will not be liable under
this Agreement for any mistake of judgment or in any other event whatsoever,
except as hereinafter provided. The Sub-Investment Manager shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent the
Fund or the Investment Manager in any way or otherwise be deemed an agent of the
Fund or the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
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ARTICLE 2
Sub-Investment Management Fee
The payment of advisory fees and the allocation of charges and
expenses between the Fund and the Investment Manager with respect to the
Portfolio are set forth in the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio
Investment Management Agreement and nothing in that agreement shall change or
affect the terms of this Sub-Investment Management Agreement. Nothing in this
Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Sub-Investment Management
Agreement shall change or affect that arrangement. The payment of advisory fees
and the apportionment of any expenses related to the services of the
Sub-Investment Manager under this Agreement shall be the sole concern of the
Investment Manager and the Sub-Investment Manager and shall not be the
responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears to
the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those
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which the Investment Manager agrees to pay and will not be responsible for any
Fund expenses.
Other Matters
The Sub-Investment Manager may from time to time employ or associate
with itself any person or persons to assist in its performance of services under
this Agreement. The compensation of any such persons will be paid by the
Sub-Investment Manager, and no obligation will be incurred by, or on behalf of,
the Fund or the Investment Manager with respect to them.
The Fund and the Investment Manager understand that the
Sub-Investment Manager now acts and will continue to act as investment manager
to various investment companies and fiduciary or other managed accounts, and the
Fund and the Investment Manager have no objection to the Sub-Investment
Manager's so acting. In addition, the Fund understands that the persons employed
by the Sub-Investment Manager to assist in the performance of the Sub-Investment
Manager's duties hereunder will not devote their full time to such service, and
nothing herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property as well as the Sub-Investment
Manager's. The Sub-Investment Manager also agrees upon request of the Investment
Manager or the Fund, promptly to surrender copies of the books and records to
the requester or make the books and records available for inspection by
representatives of regulatory authorities. The Sub-Investment Manager further
agrees to maintain and preserve the Fund's books and records in accordance with
the Investment Company Act and rules thereunder.
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The Sub-Investment Manager will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund, its
shareholders or the Investment Manager in connection with the matters to which
this Agreement relates, except for a loss resulting from willful misfeasance,
bad faith or gross negligence of the Sub-Investment Manager in the performance
of its duties or from reckless disregard of its obligations and duties under
this Agreement. The Sub-Investment Manager, the Fund and the Investment Manager
further agree that the Sub-Investment Manager shall bear no responsibilities or
obligations for any portfolios of the Fund other than the Portfolio and any
other portfolio of the Fund with respect to which it serves as sub-advisor.
The Investment Manager has herewith furnished the Sub-Investment
Manager copies of the Fund's Registration Statement, Articles of Incorporation
and By-Laws as currently in effect and agrees during the continuance of this
Agreement to furnish the Sub-Investment Manager copies of any amendments or
supplements thereto before the amendments or supplements become effective. The
Sub-Investment Manager will be entitled to rely on all documents furnished to it
by the Investment Manager or the Fund.
The Investment Manager, the Fund and the Sub-Investment Manager agree
that any information or recommendation supplied by the Sub-Investment Manager in
connection with the performance of its obligations hereunder is to be regarded
as confidential for use only by the Investment Manager, the Fund, or such person
as the Investment Manager may designate in connection with the Portfolio.
The Investment Manager represents and warrants that the appointment
of the Sub-Investment Manager by the Investment Manager and the Fund has been
duly authorized.
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ARTICLE 3
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first above
written and shall remain in force until May 16, 2002 and thereafter shall
continue in effect, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding shares of the Portfolio, and (ii) a
majority of those directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio Investment
Management Agreement.
ARTICLE 4
Definitions
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment
is specifically
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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 6
Governing Law
The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the Investment Company Act. To the extent that
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
ARTICLE 7
Notices
Notices to be given hereunder shall be addressed to:
Fund: Xxxxxxxxxxx X. Xxxxxxxx
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Investment Manager: Xxxx X. Xxxxxxx, Xx.
Senior Vice-President
MetLife Adviser, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Sub-Investment Xx. Xxxxx Xxxxxxx, Esq.
Manager: Vice-President and General Counsel
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Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Changes in the foregoing notice provisions may be made by notice in writing to
the other parties and the addresses set forth above. Notice shall be effective
upon receipt.
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METROPOLITAN SERIES FUND, INC
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxxx
President
Attest:
/s/ Xxxxx X. Xxxxxxx
------------------
Xxxxx X. Xxxxxxx
Secretary
METLIFE ADVISERS, LLC
By: /s/ Xxxx X. Xxxxxxx, Xx.
----------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
Attest:
/s/ Xxxxxx X. Xxxx
------------------
XXXXXXXXX XXXXXX MANAGEMENT
INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx
President
Attest:
/s/ Xxxxx Xxxxxxx
------------------
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APPENDIX
XXXXXXXXX XXXXXX MANAGEMENT INC.
Metropolitan Series Fund Fee Schedule
Xxxxxxxxx Xxxxxx Partners Mid Cap Value Portfolio
1st $250 Million 45%
next $750 Million 40%
over $1 Billion 35%
of the average daily value of the net assets of the Portfolio
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