Exhibit (d)(b)(a)
JANUS GROWTH PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 3/rd/ day of April, 2002, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), MetLife Advisers, LLC (the
"Investment Manager"), a Delaware limited liability company, and Janus Capital
Management LLC, a Delaware limited liability company (the "Sub-Investment
Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of
which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the Janus Growth Portfolio as set forth in the Janus
Growth Portfolio Investment
Management Agreement dated May 1, 2001 between the Fund and the Investment
Manager (the "Janus 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 Janus 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 Janus 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 Portfolio's investment objectives, policies and
restrictions as the same are set forth in the prospectus and statement of
additional information of the Fund then currently effective under the Securities
Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the
Investment Manager at any time, however, make any definite determination as to
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investment policy and notify in writing the Sub-Investment Manager thereof, the
Sub-Investment Manager shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified in writing that such
determination has been revoked. The Sub-Investment Manager shall take, on behalf
of the Fund, all actions which it deems necessary to implement the investment
policies of the Portfolio, determined as provided above, and in particular to
place all orders for the purchase or sale of portfolio securities for the
Portfolio with brokers or dealers selected by it. The Sub-Investment Manager
makes no representation or warranty, express or implied, that any level of
performance or investment results will be achieved by the Portfolio or that the
Portfolio will perform comparably with any standard or index, including other
clients of the Sub-Investment Manager, whether public or private.
Absent written instructions from the Investment Manager to the
contrary, the Sub-Investment Manager shall place all orders for the purchase and
sale of investment instruments for the Portfolio with brokers or dealers
selected by the Sub-Investment Manager, which may include brokers or dealers
affiliated with the Sub-Investment Manager. 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. In allocating orders, 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.
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The Sub-Investment Manager shall use its best efforts to obtain
execution of portfolio transactions at prices that are advantageous to the
Portfolio and at commission rates that are reasonable in relation to the
benefits received. However, the Sub-Investment Manager may, to the extent
permitted by applicable laws or regulations, select brokers or dealers on the
basis that they provide brokerage, research, or other services or products to
the Portfolio and/or other accounts serviced by the Sub-Investment Manager. The
Sub-Investment Manager may, to the extent so permitted, place portfolio
transactions with a broker or dealer with whom it has negotiated a commission in
excess of the commission another broker or 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 brokerage and research provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities that the
Sub-Investment Manager and its affiliates have with respect to the Portfolio and
to accounts over which they exercise investment discretion, and not all such
services or products will necessarily be used by the Sub-Investment Manager in
managing the Portfolio.
In connection with these services the Sub-Investment Manager will
provide investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of its assets. The Sub-Investment Manager will
have the responsibility to monitor the investments of the Portfolio to the
extent necessary for the Sub-Investment Manager to manage the Portfolio in a
manner that is consistent with the investment objective and policies of
the Portfolio set forth in the Prospectus, as from time to time amended, and
communicated in writing to the Sub-Investment Manager, and consistent with
applicable law, including, but not limited to, the
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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 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, which directly affect the Portfolio; 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, provided that the Sub-Investment Manager shall not be responsible for
Portfolio accounting, nor shall it be required to generate information derived
from Portfolio accounting data.
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
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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.
The Sub-Investment Manager shall be responsible for the preparation and
filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Sub-
Investment Manager shall not be responsible for the preparation or filing of any
reports required of the Portfolio by any governmental or regulatory agency,
except as expressly agreed to in writing. The Sub-Investment Manager shall vote
proxies received in connection with securities held by the Portfolio.
The Sub-Investment Manager shall have no responsibility to monitor
certain limitations or restrictions for which the Sub-Investment Manager has not
been provided sufficient information by the Investment Manager, including
without limitation, the "short-short" test and the 90%-source test of the
Internal Revenue Code. The Investment Manager has the responsibility of
obtaining and providing such information.
The Sub-Investment Manager shall be subject to a written code of ethics
adopted by it pursuant to Rule 17j-1(b) of the Investment Company Act, and shall
not be subject to any other code of ethics, including the Investment Manager's
code of ethics, unless specifically adopted by the Sub-Investment Manager.
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-
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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 Janus Growth Portfolio Investment Management Agreement. Nothing
in this Janus 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 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
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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 organizational, operational and business expenses in connection with the
performance of its duties under this Agreement but shall not be obligated to pay
any expenses of the Investment Manager, the Fund, or the Portfolio, including
without limitation: (a) interest and taxes; (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of management fees required by any expense limitation provision
and any liability arising out of a violation of Section 36(b) of the Investment
Company Act shall be the sole responsibility of the Investment Manager.
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.
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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. 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 shall hold harmless and
indemnify the Sub-Investment Manager, its affiliates, directors, officers,
shareholders, employees
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or agents for any loss not directly resulting from the Sub-Investment Manager's
willful misfeasance, bad faith or gross negligence.
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
and, to the extent relevant, before filing with the SEC. 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 shall timely furnish the
Sub-Investment Manager with such additional information as may a reasonably
necessary for or requested by the Sub-Investment Manager to perform its
responsibilities pursuant to this Agreement.
The Investment Manager shall be responsible for setting up and
maintaining brokerage accounts and other accounts (or take such action as
reasonably requested by the Sub-Investment Manager to enable it to establish
such accounts) as the Sub-Investment Manager deems advisable to allow for the
purchase or sale of various forms of securities pursuant to this Agreement.
The Sub-Investment Manager shall have no liability for the acts or
omissions of any custodian of the Portfolio's assets, including but not limited
to, responsibility for the segregation requirements of the Investment Company
Act or other applicable law.
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 for two years from the date of effectiveness
and thereafter shall continue in effect, but
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only so long as such continuance is specifically approved at least annually by
(i) the Board of Directors of the Fund, or by the vote of a majority of the
outstanding shares of the Portfolio, and (ii) a majority of those directors who
are not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, or by
the Investment Manager or Sub-Investment Manager on sixty days' written notice
to the Fund. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Janus 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 Portfolio, and (ii) by
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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: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Secretary
Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Investment Manager: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
MetLife Advisers, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Sub-Investment Manager: General Counsel
Janus Capital Management LLC
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties and shall be effective upon delivery.
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METROPOLITAN SERIES FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Secretary
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Secretary
JANUS CAPITAL MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and
Assistant General Counsel
Attest:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Associate Counsel
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APPENDIX
JANUS CAPITAL MANAGEMENT LLC
Metropolitan Series Fund, Inc. Fee Schedule
Janus Growth Portfolio
----------------------
Effective April 3, 2002 - April 30, 2002
First $100 Million .55%
next $400 Million .50%
over $500 Million .45%
of the average daily value of the net assets of the Portfolio
Effective May 1, 2002
First $250 Million .50%
next $500 Million .45%
next $750 Million .40%
over $1.5 Billion .35%
of the average daily value of the net assets of the Portfolio
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