Exhibit(d)(j)
XXXXXX LARGE CAP GROWTH PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May, 2000, among Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company
(the "Investment Manager"), a New York corporation, and Xxxxxx Investment
Management, Inc.,a Massachusetts corporation (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of
which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
1
manager of the Xxxxxx Large Cap Growth as set forth in the Investment Management
Agreement dated May 1, 2000 relating to the Xxxxxx Large Cap Growth Portfolio
between the Fund and the Investment Manager (the "Xxxxxx Large Cap Growth
Portfolio Investment Management Agreement"); and the Fund and the Investment
Manager desire to enter into a separate sub-investment management agreement with
respect to the Xxxxxx Large Cap Growth Portfolio of the Fund with the Sub-
Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1.
Duties of the Sub-Investment Manager.
------------------------------------
Subject to the supervision and approval of the Investment Manager and the
Fund's Board of Directors, the Sub-Investment Manager will manage the investment
and reinvestment of the assets of the Fund's Xxxxxx Large Cap Growth 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
2
Portfolio's investment objectives, policies and restrictions as the same are set
forth in the prospectus and statement of additional information of the Fund then
currently effective under the Securities Act of 1933 (the "Prospectus"). Should
the Board of Directors of the Fund or the Investment Manager at any time,
however, make any definite determination as to investment policy and notify in
writing the Sub-Investment Manager thereof, the Sub-Investment Manager shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified in writing that such determination has been revoked.
The Sub-Investment Manager shall take, on behalf of the Fund, all actions which
it deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of
3
its assets. The Sub-Investment Manager will have the responsibility to monitor
the investments of the Portfolio to the extent necessary for the Sub-Investment
Manager to manage the Portfolio in a manner that is consistent with the
investment objective and policies of the Portfolio set forth in the Prospectus,
as from time to time amended, and communicated in writing to the Sub-Investment
Manager, and consistent with applicable law, including, but not limited to, the
Investment Company Act and, so far as it is in its power and authority, the
rules and regulations thereunder and the applicable provisions of the Internal
Revenue Code and the rules and regulations thereunder (including, without
limitation, subchapter M of the Code and the investment diversification aspects
of Section 817(h) of the Code). The Investment Manager acknowledges and agrees
that the Sub-Investment Manager's compliance with such obligations with respect
to the Code will be based, in part, on information supplied by the Investment
Manager or its agents as to the Portfolio, such as Portfolio security lot
gain/loss allocation. The Sub-Investment Manager shall have no responsibility
for any losses due to inaccurate or untimely information supplied by the
Investment Manager.
The Sub-Investment Manager shall not be responsible for the administrative
affairs of the Fund including, but not limited to, accounting and pricing the
Portfolio except as specifically agreed to herein. The Sub-Investment Manager
will furnish the Investment Manager and the Fund such statistical information,
including prices of securities in situations where a fair valuation
determination is required or when a security cannot be priced by the Fund's
accountants due to a lack of market or broker quotations, with respect to the
investments it makes for the Portfolio as the Investment Manager and the Fund
may reasonably request. On
4
its own initiative, the Sub-Investment Manager will apprise the Investment
Manager and the Fund of important developments materially affecting the
Portfolio, including but not limited to any change in the personnel of the Sub-
Investment Manager responsible for the day to day investment decisions made by
the Sub-Investment Manager for the Portfolio and any material legal proceedings
against the Sub-Investment Manager by the Securities and Exchange Commission
relating to violations of the federal securities laws by the Sub-Investment
Manager, and will furnish the Investment Manager and the Fund from time to time
with similar material information that is believed appropriate for this purpose.
In addition, the Sub-Investment Manager will furnish the Investment Manager and
the Fund's Board of Directors such periodic and special reports as either of
them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Fund or the
Investment Manager in any way or otherwise be deemed an agent of the Fund or the
Investment Manager other than in furtherance of its duties and responsibilities
as set forth in this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the
Investment Manager and the Sub-Investment Manager may agree to the employment of
a Sub-
5
Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Sub-Investment Manager shall be the sole
responsibility of the Sub-Investment Manager and the duties and responsibilities
of the Sub-Sub-Investment Manager shall be as set forth in a sub-sub-investment
management agreement among the Investment Manager, the Sub-Investment Manager,
the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Sub-Investment Management Fee.
-----------------------------
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with respect to the Portfolio are
set forth in the Xxxxxx Large Cap Growth Portfolio Investment Management
Agreement. Nothing in this Xxxxxx Large Cap Growth 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
6
be prorated according to the proportion which the period bears to the full
month, and, upon any termination of this Agreement before the end of any month,
the fee for the part of the month during which the Sub-Investment Manager acted
under this Agreement will be prorated according to the proportion which the
period bears to the full month and will be payable upon the date of termination
of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
Other Matters.
-------------
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that
7
the persons employed by the Sub-Investment Manager to assist in the performance
of the Sub-Investment Manager's duties hereunder will not devote their full time
to such service, and nothing herein contained shall be deemed to limit or
restrict the Sub-Investment Manager's right or the right of any of the Sub-
Investment Manager's affiliates to engage in and devote time and attention to
other businesses or to render other services of whatever kind or nature.
The Sub-Investment Manager agrees that, to the extent required by the
Investment Company Act, all books and records which it maintains for the Fund
are the Fund's property. The Sub-Investment Manager also agrees upon request of
the Investment Manager or the Fund, promptly to surrender the books and records
to the requester or make the books and records available for inspection by
representatives of regulatory authorities. The Sub-Investment Manager further
agrees to maintain and preserve the Fund's books and records in accordance with
the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or
8
supplements become effective. The Sub-Investment Manager will be entitled to
rely on all documents furnished to it by the Investment Manager or the Fund.
The Investment Manager may use (and shall cause all of its affiliates,
including the Fund, to use, the names "Xxxxxx Investment Management, Inc.",
"Xxxxxx Investment Management", "Xxxxxx Investments" or "Xxxxxx" or any
derivation thereof only for so long as this Agreement or any extension, renewal
or amendment remains in effect. At such times as this Agreement shall no longer
be in effect, the Investment Manager shall cease to use (and shall cause its
affiliates to cease using) any name using any of the foregoing terms or any
other name indicating that the Portfolio is advised by or otherwise connected
with the Sub-Investment Manager. The Investment Manager acknowledges that the
Fund has included the name "Xxxxxx" in the Portfolio through permission of the
Sub-Investment Manager and the Sub-Investment Manager retains all rights to such
name.
The Investment Manager will not, and will cause its affiliates to not,
refer to or describe the Sub-Investment Manager in any prospectus, proxy
statement, sales literature or other material except with the written permission
of the Sub-Investment Manager, which permission shall not unreasonably be
withheld.
ARTICLE 3.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 2001 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the
9
Fund, or by the vote of a majority of the outstanding shares of the Portfolio,
and (ii) a majority of those directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, or by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Xxxxxx Large Cap Growth Portfolio Investment Management
Agreement.
ARTICLE 4.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, or by the vote of a majority of the
outstanding shares of the
10
Portfolio, and (ii) by the vote of a majority of those directors of the Fund who
are not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.
ARTICLE 6.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
ARTICLE 7.
Notices.
-------
Notices to be given hereunder shall be addressed to:
Fund: 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. Xxxxxx, Esq.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
Xxx Xxxx, Xxx Xxxx 00000
Sub-Investment Manager: Xxxxxx Investment Management, Inc.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
11
Attention: Xxxx X. Xxxx
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties at the addresses set forth above. Notice shall be
effective upon delivery.
12
METROPOLITAN SERIES FUND, INC.
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------
President
Attest:
/s/ DanneL.Xxxxxxx
----------------------
Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By /s/ Xxxx X. Xxxxxx
---------------------------
Senior Executive Vice-President and General
Counsel
Attest:
/s/ Xxxxxx X. Xxxxxxx
--------------------------
Assistant Secretary
XXXXXX INVESTMENT MANAGEMENT,
INC.
By /s/Xxxx X. Xxxxxx
----------------------
SVP
Attest:
/s/ Xxxxxx Xxxxxxxx
---------------------
AVP
13
Appendix
XXXXXX INVESTMENT MANAGEMENT, INC.
----------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Xxxxxx Large Cap Growth Portfolio
----------------------------------
1st $150M .50%
next $150M .45%
above $300M .35% of the average daily value of the
net assets of the Portfolio
00
XXXXX XXXXXX XXXXXXXX XXXXXX SMALL CAP VALUE PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 5th day of July 2000, among Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company
(the "Investment Manager"), a New York corporation, and State Street Research &
Management Company, a Delaware corporation (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of
which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
1
manager of the State Street Research Aurora Small Cap Value Portfolio as set
forth in the Investment Management Agreement dated July 1, 2000 relating to the
State Street Research Aurora Small Cap Value Portfolio between the Fund and the
Investment Manager (the "State Street Research Aurora Small Cap Value Portfolio
Investment Management Agreement"); and the Fund and the Investment Manager
desire to enter into a separate sub-investment management agreement with respect
to the State Street Research Aurora Small 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 State Street Research Aurora Small
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
2
regulations including the Investment Company Act, and the statements relating to
the Portfolio's investment objectives, policies and restrictions as the same are
set forth in the prospectus and statement of additional information of the Fund
then currently effective under the Securities Act of 1933 (the "Prospectus").
Should the Board of Directors of the Fund or the Investment Manager at any time,
however, make any definite determination as to investment policy and notify in
writing the Sub-Investment Manager thereof, the Sub-Investment Manager shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified in writing that such determination has been revoked.
The Sub-Investment Manager shall take, on behalf of the Fund, all actions which
it deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will provide
investment 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
3
the Portfolio to the extent necessary for the Sub-Investment Manager to manage
the Portfolio in a manner that is consistent with the investment objective and
policies of the Portfolio set forth in the Prospectus, as from time to time
amended, and communicated in writing to the Sub-Investment Manager, and
consistent with applicable law, including, but not limited to, the Investment
Company Act and 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 prices of securities in situations
where a 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 appropriate for this purpose.
In addition, the Sub-Investment Manager will furnish the Investment Manager and
the Fund's Board of
4
Directors such periodic and special reports as either of them may reasonably
request.
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Fund or the
Investment Manager in any way or otherwise be deemed an agent of the Fund or the
Investment Manager other than in furtherance of its duties and responsibilities
as set forth in this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the
Investment Manager and the Sub-Investment Manager may agree to the employment of
a Sub-Sub-Investment Manager to the Fund for the purpose of providing investment
management services with respect to the Portfolio, provided that the
compensation to be paid to such Sub-Sub-Investment Manager shall be the sole
responsibility of the Sub-Investment Manager and the duties and responsibilities
of the Sub-Sub-Investment Manager shall be as set forth in a sub-sub-investment
management agreement among the Investment Manager, the Sub-Investment Manager,
the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Sub-Investment Management Fee.
-----------------------------
The payment of advisory fees and the allocation of charges and expenses
between the
5
Fund and the Investment Manager with respect to the Portfolio are set forth in
the State Street Research Aurora Small Cap Value Investment Management
Agreement. Nothing in this State Street Research Aurora Small 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 which the Investment Manager
agrees to pay.
6
The Sub-Investment Manager agrees to notify promptly, upon written request,
the Investment Manager if, for any other registered investment company having a
substantially similar investment program, it agrees to (1) provide more services
or bear more expenses for a comparable or lower fee; and (2) provide comparable
services and bear comparable expenses for a lower fee.
Other Matters.
-------------
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that 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
7
the Fund are the Fund's property. The Sub-Investment Manager also agrees upon
request of the Investment Manager or the Fund, promptly to surrender the books
and records to the requester or make the books and records available for
inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve the Fund's books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
ARTICLE 3.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 2001 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the
8
Fund, or by the vote of a majority of the outstanding shares of the Portfolio,
and (ii) a majority of those directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, or by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the State Street Research Aurora Small 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 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
9
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. Xxxxxx, Esq.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx, Xxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Sub-Investment Manager: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
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One Financial Center
Xxxxxx, Xxxxxxxxxxxxx 00000
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties at the addresses set forth above. Notice shall be
effective upon delivery.
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METROPOLITAN SERIES FUND, INC.
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
-----------------------------
Attest:
/s/ Xxxxx X. Xxxxxxx
------------------------
METROPOLITAN LIFE INSURANCE
COMPANY
By /s/ Xxxx X. Xxxxxx
------------------------------
Attest:
/s/ Xxxxxx X. Xxxxxxx
------------------------
STATE STREET RESEARCH &
MANAGEMENT COMPANY, INC.
By /s/ Xxxxxx X. Xxxx
------------------------------
Attest:
/s/ Darman A. Wing
------------------------
00
Xxxxxxxx
XXXXX XXXXXX RESEARCH & MANAGEMENT COMPANY, INC.
------------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
State Street Research Aurora Small Cap Value Portfolio
------------------------------------------------------
1st $50M .55%
next $75M .50%
next$100M .45%
over $225M .40% of the average daily value of the
net assets of the Portfolio
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