METROPOLITAN SERIES FUND II
SUB-INVESTMENT MANAGEMENT AGREEMENT
[__________] Portfolio II
AGREEMENT made this [___] day of [___], 2003, by and between Metropolitan Series
Fund II (the "Fund"), a Massachusetts business trust, on behalf of its
[________] Portfolio II (the "Portfolio"), MetLife Advisers, LLC (the
"Manager"), a Delaware limited liability company, and Metropolitan Life
Insurance Company, a New York corporation (the "Sub-Adviser").
W I T N E S S E T H :
WHEREAS, the Fund and the Manager have entered into an Investment Management
Agreement dated as of [______] (the "Advisory Agreement"), pursuant to which the
Manager provides investment management and administrative services to the
Portfolio;
WHEREAS, the Advisory Agreement provides that the Manager may delegate any or
all of its investment management responsibilities under the Advisory Agreement
to one or more sub-investment managers;
WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to render
investment management services in the manner and on the terms set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Fund, the Manager and the Sub-Adviser agree as
follows:
ARTICLE 1.
Duties of the Sub-Adviser
(a) Subject to the supervision and approval of the Manager and the Fund's Board
of Trustees, the Sub-Adviser will manage the investment and reinvestment of the
assets of the Portfolio for the period and on the terms and conditions set forth
in this Agreement. In acting as Sub-Adviser to the Fund with respect to the
Portfolio, the Sub-Adviser 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 Agreement and Declaration of Trust and Bylaws,
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 Trustees of the Fund or the Manager at any
time, however, make any definite determination as to investment policy and
notify in writing the Sub-Adviser thereof, the Sub-Adviser 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-Adviser 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.
(b) In connection with the selection of such brokers or dealers and the placing
of such orders, the Sub-Adviser 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-Adviser or the
Sub-Adviser's general account and separate accounts. The Sub-Adviser 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.
(c) In connection with these services, the Sub-Adviser will provide investment
research as to the Portfolio's investments and conduct a continuous program of
evaluation of its assets. The Sub-Adviser will have the responsibility to
monitor the investments of the Portfolio to the extent necessary for the
Sub-Adviser 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-Adviser,
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).
(d) The Sub-Adviser will furnish the 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, 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
Manager and the Fund may reasonably request. On its own initiative, the
Sub-Adviser will apprise the Manager and the Fund of important developments
materially affecting the Portfolio, including but not limited to any change in
the personnel of the Sub-Adviser responsible for the day-to-day investment
decisions made by the Sub-Adviser for the Portfolio and any material legal
proceedings against the Sub-Adviser by the Securities and Exchange Commission
relating to violations of the federal securities laws by the Sub-Adviser, and
will furnish the Manager and the Fund from time to time with similar material
information that is believed appropriate for this purpose. In addition, the
Sub-Adviser will furnish the Manager and the Fund's Board of Trustees such
periodic and special reports as either of them may reasonably request.
(e) The Sub-Adviser will exercise its best judgment in rendering the services
provided for in this Article 1, and the Fund and the Manager agree, as an
inducement to the Sub-Adviser's undertaking so to do, that the Sub-Adviser will
not be liable under this Agreement for any mistake of judgment or in any other
event whatsoever, except as hereinafter provided. The Sub-Adviser 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 Manager in any way or otherwise be deemed an agent of the Fund or
the Manager other than in furtherance of its duties and responsibilities as set
forth in this Agreement.
(f) Notwithstanding any other provision of this Agreement, the Fund, the Manager
and the Sub-
2
Adviser may agree to the employment of a Sub-Sub-Adviser 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-Adviser
shall be the sole responsibility of the Sub-Adviser and the duties and
responsibilities of the Sub-Sub-Adviser shall be as set forth in a
sub-sub-advisory agreement among the Manager, the Sub-Adviser and the
Sub-Sub-Adviser.
(g) Unless the Manager gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner which it
reasonably believes best serves the interest of the Portfolio's shareholders to
vote or abstain from voting all proxies solicited by or with respect to the
issuers of securities in which assets of the Portfolio are invested.
(h) The Sub-Adviser shall provide to the Manager a list of the persons whom the
Sub-Adviser wishes to have authorized to give written and/or oral instructions
to custodians of assets of the Portfolio.
ARTICLE 2.
Sub-Adviser Fee
(a) The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Manager with respect to the Portfolio are set forth in
the Advisory Agreement. Nothing in this 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-Adviser under this Agreement shall be the
sole concern of the Manager and the Sub-Adviser and shall not be the
responsibility of the Fund.
(b) In consideration of services rendered pursuant to this Agreement, the
Manager will pay the Sub-Adviser 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-Adviser 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.
(c) For the purpose of determining the fees payable to the Sub-Adviser, the
value of the Portfolio's net assets will be computed in the manner specified in
the Fund's Prospectus. The Sub-Adviser 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 Manager agrees to pay.
(d) The Sub-Adviser agrees to notify promptly, upon written request, the 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.
(e) The Sub-Adviser 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
3
Agreement. The compensation of any such persons will be paid by the Sub-Adviser,
and no obligation will be incurred by, or on behalf of, the Fund or the Manager
with respect to them.
(f) The Fund and the Manager understand that the Sub-Adviser 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 Manager have no
objection to the Sub-Adviser's so acting. In addition, the Fund understands that
the persons employed by the Sub-Adviser to assist in the performance of the
Sub-Adviser'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-Adviser's right or the right of any of the Sub-Adviser's affiliates to
engage in and devote time and attention to other businesses or to render other
services of whatever kind or nature.
(g) The Sub-Adviser agrees that all books and records which it maintains for the
Fund are the Fund's property. The Sub-Adviser also agrees upon request of the
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-Adviser further agrees to
maintain and preserve the Fund's books and records in accordance with the
Investment Company Act and rules thereunder.
(h) The Sub-Adviser 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-Adviser in the performance of its
duties or from reckless disregard of its obligations and duties under this
Agreement.
(i) The Manager has herewith furnished the Sub-Adviser copies of the Fund's
Prospectus, Agreement and Declaration of Trust and Bylaws as currently in effect
and agrees during the continuance of this Agreement to furnish the Sub-Adviser
copies of any amendments or supplements thereto before or at the time the
amendments or supplements become effective. The Sub-Adviser will be entitled to
rely on all documents furnished to it by the Manager or the Fund.
(j) The Sub-Adviser shall not consult with a sub-adviser to another series of
the Fund (other than an affiliated person of the Sub-Adviser) concerning
transactions of the Portfolio in securities or other assets. To the extent that
multiple sub-advisers serve as investment advisers to the Portfolio, the
Sub-Adviser shall be responsible for providing investment advice only with
respect to such portion of the Portfolio as may from time to time be determined
by the Manager.
ARTICLE 3.
Duration and Termination of this Agreement
(a) This Agreement shall become effective as of the date first above written and
shall continue in effect for two years from the date of execution and from year
to year thereafter so long as such continuance is specifically approved at least
annually by (i) the Board of Trustees of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
Trustees 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.
4
(b) This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Trustees of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Manager and Sub-Adviser, or by the Manager on thirty days'
written notice to the Sub-Adviser and the Fund, or by the Sub-Adviser on sixty
days' written notice to the Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Advisory 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, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission under the Investment
Company Act.
ARTICLE 5.
Amendments of this Agreement
This Agreement may be amended at any time by mutual consent of the Fund, the
Manager and the Sub-Adviser, provided that, if required by law (as may be
modified by exemptions received by the Manager or the Fund), such amendment
shall also have been approved by vote of a majority of the outstanding shares of
the Portfolio and by vote of a majority of the Trustees of the Fund who are not
interested persons of the Fund, the Manager or the Sub-Adviser, cast in person
at a meeting called for the purpose of voting on such approval.
ARTICLE 6.
Governing Law
The Agreement shall be governed by and interpreted in accordance with the laws
of The Commonwealth of Massachusetts.
ARTICLE 7.
Notices
Notices to be given hereunder shall be addressed to:
Fund: [______________]
Manager: [______________]
Sub-Adviser: [______________]
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.
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
METROPOLITAN SERIES FUND II, on behalf
of its [__________________] Portfolio II
By
----------------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By
----------------------------------------
Name:
Title:
METLIFE ADVISERS, LLC
By
----------------------------------------
Name:
Title:
A copy of the Agreement and Declaration of Trust of the Fund is on file with the
Secretary of State of The Commonwealth of Massachusetts, and notice is hereby
given that this Agreement is executed on behalf of the Fund by officers of the
Fund as officers and not individually and that obligations of or arising out of
this Agreement are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Fund.
6
Appendix
Metropolitan Series Fund II
[_____________] Portfolio II
Fee Schedule
The fee for the Portfolio is equal to an amount representing the actual
cost (direct and indirect) to Metropolitan Life Insurance Company (the
"Sub-Adviser") of providing the services set forth in this Agreement. Direct
costs are based on actual time spent by personnel of the Sub-Adviser involved in
managing the Portfolio. Indirect costs are allocated based primarily on the
percentage the assets of the Portfolio represent of all assets managed by the
Sub-Adviser.
7