METROPOLITAN SERIES FUND, INC.
SUB-ITEM 77Q1 EXHIBITS
In response to Sub-Item 77Q1(e) the following Subadvisory Agreement was
amended, and such amendment is attached herewith as Exhibit 77Q1(e)(i).
Exhibit 77Q1(e)(i)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(FI VALUE LEADERS PORTFOLIO)
AMENDMENT made this 30th day of April, 2007 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Fidelity Management &
Research Company (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the Compensation of the
Subadviser referenced in Paragraph 6 is hereby revised and replaced with the
following:
6. Compensation of the Subadviser. As full compensation for all services
______________________________
rendered, facilities furnished and expenses borne by the Subadviser
hereunder, the Manager shall pay the Subadviser compensation at the
following rate, based on the average daily net assets of the Portfolio
determined at the close of the New York Stock Exchange on each day the
exchange is open for trading: at the annual rate of 0.40% of the first $500
million of the average daily net assets of the Portfolio; and 0.35% of such
assets in excess of $500 million. Such compensation shall be payable monthly
in arrears or at such other intervals, not less frequently than quarterly,
as the Manager is paid by the Portfolio pursuant to the Advisory Agreement.
If the Subadviser shall serve for less than the whole of any month or other
agreed-upon interval, the foregoing compensation shall be prorated. The
Manager may from time to time waive the compensation it is entitled to
receive from the Fund; however, any such waiver will have no effect on the
Manager's obligation to pay the Subadviser the compensation provided for
herein. The Manager shall pay the Subadviser not later than the tenth
(10) business day immediately following the end of the relevant payment
period.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
